FACTSET RESEARCH SYSTEMS INC 10-Q

ITEM 1. FINANCIAL STATEMENTS FactSet Research Systems Inc. CONSOLIDATED STATEMENTS OF INCOME – Unaudited Three Months Ended Nine Months Ended (In thousands, except per share data) May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019 Revenue $ 374,083 $ 364,533 $ 1,110,521 $ 1,071,068 Operating expenses Cost of services 170,703 163,832 511,878 495,716 Selling, general and administrative 81,740 83,461 257,560 248,885 Total operating expenses 252,443 247,293 769,438 744,601 Operating income 121,640 117,240 341,083 326,467 Other expenses Interest expense, net ( 2,211 ) ( 4,377 ) ( 8,003 ) ( 13,046 ) Other (expense) income, net ( 289 ) 521 ( 2,090 ) 255 Income before income taxes 119,140 113,384 330,990 313,676 Provision for income taxes 17,924 21,119 47,131 52,413 Net income $ 101,216 $ 92,265 $ 283,859 $ 261,263 Basic earnings per common share $ 2.67 $ 2.41 $ 7.49 $ 6.85 Diluted earnings per common share $ 2.63 $ 2.37 $ 7.36 $ 6.73 Basic weighted average common shares 37,885 38,223 37,912 38,128 Diluted weighted average common shares 38,481 38,993 38,548 38,807 The accompanying notes are an integral part of these consolidated financial statements. 3 Table of Content s FactSet Research Systems Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME – Unaudited Three Months Ended Nine Months Ended (In thousands) May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019 Net income $ 101,216 $ 92,265 $ 283,859 $ 261,263 Other comprehensive (loss), net of tax Net unrealized (loss) gain on cash flow hedges* ( 3,948 ) ( 160 ) ( 2,105 ) 1,405 Foreign currency translation adjustments ( 4,633 ) ( 11,326 ) 1,589 ( 15,804 ) Other comprehensive (loss) ( 8,581 ) ( 11,486 ) ( 516 ) ( 14,399 ) Comprehensive income $ 92,635 $ 80,779 $ 283,343 $ 246,864 * For the three and nine months ended May 31, 2020, the net unrealized loss on cash flow hedges were net of a tax benefit of $ 1,337 thousand and $ 696 thousand, respectively. For the three and nine months ended May 31, 2019, the net unrealized loss and gain on cash flow hedges were net of a tax benefit of $ 65 thousand and a tax expense of $ 702 thousand, respectively. The accompanying notes are an integral part of these consolidated financia l statements. 4 Table of Content s FactSet Research Systems Inc. CONSOLIDATED BALANCE SHEETS – Unaudited (In thousands, except share data) May 31, 2020 August 31, 2019 ASSETS Cash and cash equivalents $ 457,707 $ 359,799 Investments 22,606 25,813 Accounts receivable, net of reserves of $ 7,357 at May 31, 2020 and $ 10,511 at August 31, 2019 151,398 146,309 Prepaid taxes 42,250 15,033 Prepaid expenses and other current assets 34,468 36,858 Total current assets 708,429 583,812 Property, equipment and leasehold improvements, net 136,655 119,384 Goodwill 688,484 685,729 Intangible assets, net 127,207 133,691 Deferred taxes — 7,571 Lease right-of-use assets, net 254,391 — Other assets 32,539 29,943 TOTAL ASSETS $ 1,947,705 $ 1,560,130 LIABILITIES Accounts payable and accrued expenses $ 80,048 $ 79,620 Current lease liabilities 29,225 — Accrued compensation 50,114 64,202 Deferred fees 58,725 47,656 Dividends payable 29,188 27,445 Total current liabilities 247,300 218,923 Long-term debt 574,309 574,174 Deferred taxes 15,502 16,391 Deferred fees 8,885 10,088 Taxes payable 26,816 26,292 Lease liabilities 276,019 — Other non-current liabilities 5,916 42,006 TOTAL LIABILITIES $ 1,154,747 $ 887,874 Commitments and contingencies (see Note 16) 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, 40,556,920 and 40,104,192 shares issued, 37,907,127 and 38,117,840 shares outstanding at May 31, 2020 and August 31, 2019, respectively 406 401 Additional paid-in capital 900,663 806,973 Treasury stock, at cost: 2,649,793 and 1,986,352 shares at May 31, 2020 and August 31, 2019, respectively ( 606,405 ) ( 433,799 ) Retained earnings 573,354 373,225 Accumulated other comprehensive loss ( 75,060 ) ( 74,544 ) TOTAL STOCKHOLDERS’ EQUITY $ 792,958 $ 672,256 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,947,705 $ 1,560,130 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Content s FactSet Research Systems Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS – Unaudited Nine Months Ended (in thousands) May 31, 2020 May 31, 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 283,859 $ 261,263 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 41,333 43,943 Stock-based compensation expense 28,372 24,135 Deferred income taxes 7,230 1,294 Loss on sale of assets 166 195 Changes in assets and liabilities, net of effects of acquisitions Accounts receivable, net of reserves ( 5,091 ) 3,112 Accounts payable and accrued expenses 10,400 ( 4,783 ) Accrued compensation ( 14,154 ) ( 23,672 ) Deferred fees 9,856 4,826 Taxes payable, net of prepaid taxes ( 27,088 ) ( 2,232 ) Other, net 11,530 ( 2,757 ) Net cash provided by operating activities 346,413 305,324 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, equipment, leasehold improvements and intangible assets, net of proceeds from dispositions ( 62,909 ) ( 32,906 ) Purchases of investments ( 2,736 ) ( 8,180 ) Proceeds from maturity or sale of investments 4,199 11,543 Net cash used in investing activities ( 61,446 ) ( 29,543 ) CASH FLOWS FROM FINANCING ACTIVITIES Repurchases of common stock ( 171,005 ) ( 158,294 ) Dividend payments ( 81,438 ) ( 75,769 ) Proceeds from employee stock plans 65,323 78,926 Repayment of debt — ( 575,000 ) Proceeds from debt — 575,000 Other financing, net ( 1,592 ) ( 901 ) Net cash used by financing activities ( 188,712 ) ( 156,038 ) Effect of exchange rate changes on cash and cash equivalents 1,653 ( 4,406 ) Net (decrease) increase in cash and cash equivalents 97,908 115,337 Cash and cash equivalents at beginning of period 359,799 208,623 Cash and cash equivalents at end of period $ 457,707 $ 323,960 The accompanying notes are an integral part of these consolidated financial statements. 6 Table of Content s FactSet Research Systems Inc. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY- Unaudited For the Three Months Ended May 31, 2020 (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 February 29, 2020 40,452,351 $ 405 $ 875,488 2,603,104 $ ( 593,980 ) $ 501,326 $ ( 66,479 ) $ 716,760 Net income 101,216 101,216 Other comprehensive loss ( 8,581 ) ( 8,581 ) Common stock issued for employee stock plans 104,388 1 14,832 32 ( 9 ) 14,824 Vesting of restricted stock 181 21 ( 6 ) ( 6 ) Repurchases of common stock 46,636 ( 12,410 ) ( 12,410 ) Stock-based compensation expense 10,343 10,343 Dividends declared ( 29,188 ) ( 29,188 ) Balance as of May 31, 2020 40,556,920 $ 406 $ 900,663 2,649,793 $ ( 606,405 ) $ 573,354 $ ( 75,060 ) $ 792,958 For the Nine Months Ended May 31, 2020 (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 283,859 283,859 Other comprehensive income ( 516 ) ( 516 ) Common stock issued for employee stock plans 436,071 5 65,318 75 ( 20 ) 65,303 Vesting of restricted stock 16,657 6,230 ( 1,581 ) ( 1,581 ) Repurchases of common stock 657,136 ( 171,005 ) ( 171,005 ) Stock-based compensation expense 28,372 28,372 Dividends declared ( 83,730 ) ( 83,730 ) Balance as of May 31, 2020 40,556,920 $ 406 $ 900,663 2,649,793 $ ( 606,405 ) $ 573,354 $ ( 75,060 ) $ 792,958 7 Table of Content s For the Three Months Ended May 31, 2019 (in thousands, except share data) Common Stock Additional Paid-in Capital Treasury Stock Shares Amount Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Par Value Shares Amount Balance as of February 28, 2019 39,690,225 $ 397 $ 732,538 1,590,060 $ ( 324,167 ) $ 244,388 $ ( 53,635 ) $ 599,521 Net income 92,265 92,265 Other comprehensive income ( 11,486 ) ( 11,486 ) Common stock issued for employee stock plans 292,598 3 41,172 41,175 Vesting of restricted stock — Repurchases of common stock 175,000 ( 47,555 ) ( 47,555 ) Stock-based compensation expense 7,995 7,995 Dividends declared ( 27,506 ) ( 27,506 ) Balance as of May 31, 2019 39,982,823 $ 400 $ 781,705 1,765,060 $ ( 371,722 ) $ 309,147 $ ( 65,121 ) $ 654,409 For the Nine Months Ended May 31, 2019 (in thousands, except share data) Common Stock Additional Paid-in Capital Treasury Stock Shares Amount Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Par Value Shares Amount Balance as of August 31, 2018 39,264,849 $ 393 $ 667,531 1,072,263 $ ( 213,428 ) $ 122,843 $ ( 51,439 ) $ 525,900 Net income 261,263 261,263 Other comprehensive loss ( 14,399 ) ( 14,399 ) Common stock issued for employee stock plans 642,444 7 90,039 90,046 Vesting of restricted stock 75,530 27,852 ( 6,155 ) ( 6,155 ) Repurchases of common stock 664,945 ( 152,139 ) ( 152,139 ) Stock-based compensation expense 24,135 24,135 Dividends declared ( 76,263 ) ( 76,263 ) Cumulative effect of adoption of accounting standards* 1,304 717 2,021 Balance as of May 31, 2019 39,982,823 $ 400 $ 781,705 1,765,060 $ ( 371,722 ) $ 309,147 $ ( 65,121 ) $ 654,409 * Includes the cumulative effect of adoption of accounting standards primarily due to both the adoption of the new revenue recognition standard (ASC 606) resulting in a cumulative increase to retained earnings related to certain fulfillment costs and the accounting standard update related to the U.S. Tax Cuts and Jobs Act ("TCJA") providing for the reclassification from accumulated other comprehensive loss to retained earnings for stranded tax effects. See Note 4 for additional revenue recognition information. The accompanying notes are an integral part of these consolidated financial statements. 8 Table of Content s NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FactSet Research Systems Inc. May 31, 2020 (Unaudited) 1. ORGANIZATION AND NATURE OF BUSINESS FactSet Research Systems Inc. (the "Company" or "FactSet") is a global provider of integrated financial information, analytical applications and industry-leading services for the investment and corporate communities. For over 40 years, global financial professionals have utilized the Company's content and multi-asset class solutions across each stage of the investment process. FactSet's goal is to provide a seamless user experience spanning idea generation, research, portfolio construction and analysis, trade execution, performance measurement, risk management, and reporting, in which the Company serves the front, middle, and back offices to drive productivity and improved performance. FactSet's flexible, open data and technology solutions can be implemented both across the investment portfolio lifecycle or as standalone components serving different workflows in an organization. FactSet is focused on growing the business through three segments: the Americas, EMEA (formerly known as Europe), and Asia Pacific. The Company primarily delivers insight and information through the workflow solutions of Research, Analytics and Trading, Content and Technology Solutions ("CTS") and Wealth. FactSet currently serves financial professionals, which include portfolio managers, investment research professionals, investment bankers, risk and performance analysts, wealth advisors and corporate clients. FactSet provides both insights on global market trends and intelligence on companies and industries, as well as capabilities to monitor portfolio risk and performance and to execute trades. The Company combines dedicated client service with open and flexible technology offerings, such as a configurable desktop and mobile platform, comprehensive data feeds, an open marketplace and digital portals and application programming interfaces (APIs). The Company’s revenue is primarily derived from subscriptions to products and services such as workstations, portfolio analytics, enterprise data, and research management. 2. BASIS OF PRESENTATION FactSet conducts business globally and i s managed on a geographic basis. The accompany ing unaudited consolidated financial statements and notes of FactSet and its wholly-owned subsidiaries 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. The accompanying consolidated financial statements include the accounts of the Company and its 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 the Company’s results of operations, financial position, cash flows and equity. Certain notes and other information have been condensed or omitted in this Quarterly Report on Form 10-Q, therefore 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 the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019, filed with the Securities and Exchange Commission ("SEC") on October 30, 2019. The Company has evaluated subsequent events through the date the financial statements were issued. Reclassification The Company reclassified certain prior year comparative figures from Interest expense net, to Other expense, net including non-operational foreign exchange gains and losses in the Consolidated Statement of Income to conform to the current year's presentation. The Company reclassified certain capitalized software from Property, equipment and leasehold improvements, net to Intangible assets, net in the prior year comparative figures in the Consolidated Balance Sheets to conform to the current year's presentation. 9 Table of Content s COVID-19 A novel strain of coronavirus, now known as COVID-19 (“COVID-19”), was first reported in December 2019, and it has since extensively impacted the global health and economic environment, with the World Health Organization characterizing COVID-19 as a pandemic on March 11, 2020. FactSet is closely monitoring pandemic-related developments and has taken, and continues to take, numerous steps to address them. Since the situation surrounding the COVID-19 pandemic remains fluid, FactSet is actively managing its response and has assessed potential impacts to its financial position and operating results for the three and nine months ended May 31, 2020. The extent of the effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and governmental, regulatory and private sector responses, all of which are uncertain and difficult to predict. 3. RECENT ACCOUNTING PRONOUNCEMENTS As of May 31, 2020, the Company implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect. There were no new standards or updates adopted during the first nine months of fiscal 2020 that had a material impact on the consolidated financial statements other than the new lease accounting standard discussed below. R efer to Note 15 Leases for additional information. New Accounting Standards or Updates Recently Adopted Leases In February 2016, the FASB issued an accounting standard update related to accounting for leases, ASC 842, Leases. The update requires the recognition of lease right-of use (“ROU”) assets and liabilities on the balance sheet and the disclosure of qualitative and quantitative information about leasing arrangements . The guidance also eliminates the requirement for an entity to use bright-line tests in determining lease classification. FactSet adopted the new accounting standard effective September 1, 2019, using a modified retrospective approach to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption, rather than in the earliest comparative period presented. As such, the Company's historical consolidated financial statements were not restated and follow the Company's previous policy under ASC 840, Leases. Refer to FactSet’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019, filed with the SEC on October 30, 2019, for further details of the Company’s policy prior to adoption of ASC 842. FactSet elected the package of practical expedients permitted under the transition guidance, which permits the Company not to reassess the prior conclusions about lease identification, lease classification, and initial direct costs. FactSet did not elect the use-of-hindsight practical expedient in determining the lease term and in assessing impairment. FactSet elected the practical expedient not to separate lease components from non-lease components but, rather, to combine them into one single lease component. The Company has also elected to apply the short-term lease exception not to recognize lease liabilities and right-of-use assets for leases with a term of 12 months or less. FactSet will recognize lease payments on a straight-line basis over the lease term. As of November 30, 2019, the Company recognized ROU assets, net of amortization of $ 217.0 million and corresponding current and non-current lease liabilities of $ 266.4 million, related primarily to the Company’s real estate leases. There was no material impact to the Company’s Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statement of Changes in Stockholders' Equity. Refer to Note 15 Leases for more information regarding the Company's lease accounting. Hedge Accounting Simplification During the first quarter of fiscal 2020, FactSet adopted the accounting standard updated issued by the FASB in August 2017, which focused on reducing the complexity of and simplifying the application of hedge accounting. The guidance refines and expands hedge accounting for both financial and nonfinancial risk components, eliminates the need to separately measure and report hedge ineffectiveness, and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The adoption of this standard had no impact on the Company's consolidated financial statements. 10 Table of Content s Recent Accounting Standards or Updates Not Yet Effective Credit Losses on Financial Instruments In June 2016, the FASB issued an accounting standard that significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard will replace today's "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost. The guidance will be effective for the Company beginning in the first quarter of fiscal 2021. The Company is currently evaluating the impact of this accounting standard update, but it is not expected to have a material impact on the Company's consolidated financial statements. Goodwill Impairment Test In January 2017, the FASB issued an accounting standard update which removes the requirement for companies to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2021, with early adoption permitted for any impairment tests performed after January 1, 2017. The adoption of this accounting standard update is not expected to have a material impact on the Company's consolidated financial statements. Income Tax Simplification In December 2019, the FASB issued an accounting standard update to simplify various aspects related to accounting for income taxes, eliminating certain exceptions to the general principles in accounting for income taxes related to intraperiod tax allocation, simplifying when companies recognize deferred taxes in an interim period, and clarifying certain aspects of the current guidance to promote consistent application. The guidance will be effective for the Company in the first quarter of fiscal 2022, with early adoption permitted. Most amendments are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the potential impact of adopting the guidance on its consolidated financial statements. Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued an accounting standard to provide optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by the anticipated transition from the LIBOR rate. As a result of the reference rate reform initiative, certain widely used reference rates such as the LIBOR rate are expected to be discontinued. The guidance is designed to simplify how entities account for contracts, such as receivables, debt, leases, derivative instruments and hedging, that are modified to replace the LIBOR rate or other benchmark interest rates with new rates. The guidance is effective upon issuance and may be applied through December 31, 2022. The Company is currently evaluating the impact of this accounting standard, but it is not expected to have a material impact on the Company’s consolidated financial statements. No other new accounting pronouncements issued or effective as of May 31, 2020, have had or are expected to have a material impact on the Company’s consolidated financial statements. 4. REVENUE RECOGNITION The Company derives most of its revenue by providing client access to its hosted proprietary data and analytics platform which can include various combinations of products and services available over the contractual term. The hosted platform is a subscription-based service that consists primarily of providing access to products and services including workstations, portfolio analytics, enterprise data, and research management. The Company determined that the subscription-based service 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. The Company also determined the nature of the promise to the client is to provide daily access to one overall data and analytics platform. This platform provides integrated financial information, analytical applications and industry-leading service for the investment community. Based on the nature of the services and products offered by FactSet, the Company applies an input time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the platform. The Company records revenue for its contracts using the over-time revenue recognition model as a client is invoiced or performance is satisfied. FactSet does not consider payment terms as a performance obligation for clients with contractual terms that are one year or less and the Company has elected the practical expedient. 11 Table of Content s Contracts with clients can include certain fulfillment costs, comprised of up-front costs to allow for the delivery of services and products, which are recoverable. In connection with the adoption of the revenue recognition standard, fulfillment costs are recognized as an asset, recorded in the Prepaid expenses and other current assets account for the current portion and Other assets for the non-current portion, based on the term of the license period, and amortized consistent with the associated revenue 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 less, or the amount FactSet is entitled to receive corresponds directly with the value of performance obligations completed to date, and therefore, the Company does not disclose the value of the remaining unsatisfied performance obligations. Disaggregated Revenue The Company disaggregates revenue from contracts with clients by geographic region, which includes the Americas, EMEA and Asia Pacific. FactSet believes these regions are reflective of how the Company manages the business and the markets in which it serves. These regions best depict the nature, amount, timing and uncertainty of revenue and cash flows related to contracts with clients. Refer to Note 8 Segment Information for further information on revenue by geographic region. The following table presents this disaggregation of revenue by geography: Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2020 2019 2020 2019 Americas $ 230,992 $ 226,961 $ 695,053 $ 672,479 EMEA 105,420 102,499 308,355 299,197 Asia Pacific 37,671 35,073 107,113 99,392 Total Revenue $ 374,083 $ 364,533 $ 1,110,521 $ 1,071,068 5. 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. The Company considers the principal or most advantageous market in which it would transact and considers 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 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. The Company’s 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. FactSet has categorized its 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. These Level 1 assets and liabilities include the Company’s corporate money market funds that are classified as cash equivalents. 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. The Company’s certificates of deposit, mutual funds and derivative instruments are classified as Level 2. 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. There were no Level 3 assets or liabilities held by the Company as of May 31, 2020 or August 31, 2019. 12 Table of Content s (a) Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables show, by level within the fair value hierarchy, the Company’s assets and liabilities that are measured at fair value on a recurring basis at May 31, 2020 and August 31, 2019. The Company did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented. Fair Value Measurements at May 31, 2020 (in thousands) Level 1 Level 2 Level 3 Total Assets Corporate money market funds (1) $ 211,752 $ — $ — $ 211,752 Mutual funds (2) — 17,599 — 17,599 Certificates of deposit (3) — 5,007 — 5,007 Derivative instruments (4) — 418 — 418 Total assets measured at fair value $ 211,752 $ 23,024 $ — $ 234,776 Liabilities Derivative instruments (4) $ — $ 6,274 $ — $ 6,274 Total liabilities measured at fair value $ — $ 6,274 $ — $ 6,274 Fair Value Measurements at August 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Assets Corporate money market funds (1) $ 75,849 $ — $ — $ 75,849 Mutual funds (2) — 18,583 — 18,583 Certificates of deposit (3) — 7,090 — 7,090 Derivative instruments (4) — 520 — 520 Total assets measured at fair value $ 75,849 $ 26,193 $ — $ 102,042 Liabilities Derivative instruments (4) $ — $ 3,575 $ — $ 3,575 Total liabilities measured at fair value $ — $ 3,575 $ — $ 3,575 1. The Company’s 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. As such, the Company’s corporate money market funds are classified as Level 1 assets and included in Cash and cash equivalents within th e C onsolidated Balance Sheets. 2. The Company’s 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. As such, the Company’s mutual funds are classified as Level 2 and are classified as Investments (short-term) on the Consolidated Balance Sheets. 3. The Company’s certificates of deposit held for investment are not debt secur ities and are classified as Level 2 assets. These certificates of deposit have original maturities greater than three months but less than one year and, as such, are classified as Investments (short-term) within the Consolidated Balance Sheets. 4. The Company utilizes the income approach to measure fair value for its foreign exchange forward contracts. T he income approach uses pricing models that rely on market observable inputs such as spot, forward and interest rates, as well as credit default swap spreads, and are classified as Level 2 assets. To estimate fair value for the interest rate swap agreement, the Company utilizes a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. Refer to Note 6 Derivative Instruments for more information on the Company's derivative instruments designed as cash flow hedges. 13 Table of Content s (b) Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to our tangible fixed assets, operating lease 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 and liabilities are remeasured in the event of an other-than temporary impairment. The Company reviews goodwill and intangible assets for impairment annually, during the fourth quarter of each fiscal year, or as circumstances indicate the possibility for impairment. The Company monitors the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. During the nine months ended May 31, 2020, no fair value adjustments or material fair value measurements were required for the Company’s non-financial assets or liabilities. (c) Assets and Liabilities Measured at Fair Value for Disclosure Purposes O nly As of May 31, 2020, and August 31, 2019, the fair value of the Company’s Long-term debt was $ 575.0 million, which approximated its carrying amount given the application of a floating interest rate equal to the LIBOR rate plus a spread using a debt leverage pricing grid. As the interest rate is a variable rate, adjusted based on market conditions, it approximates the current market-rate for similar instruments available to companies with comparable credit quality and maturity, and therefore, the long-term debt is categorized as Level 2 in the fair value hierarchy. 6. DERIVATIVE INSTRUMENTS Cash Flow Hedges Foreign Currency Forward Contracts FactSet conducts business outside the U.S. in se veral currencies including British Pound Sterling, Euro, Indian Rupee, and Philippine Peso. As such, the Company is exposed to movements in foreign currency exchange rates compared to the U.S. dollar. The Company utilizes derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations and reduce the volatility of earnings and cash flows associated with changes in foreign currency. The Company does not enter into foreign currency forward contracts for trading or speculative purposes . Refer to Note 16, Commitments and Contingencies – Concentrations of Credit Risk, for further discussion on counterparty credit risk. In designing a specific hedging approach, FactSet considered several factors, including offsetting exposures, the significance of exposures, the forecasting of risk and the potential effectiveness of the hedge. The gains and losses on foreign currency forward contracts offset the variability in operating expenses associated with currency movements. The changes in fair value for these foreign currency forward contracts are initially reported as a component of accumulated other comprehensive loss ("AOCL") and subsequently reclassified into operating expenses when the hedge is settled. There was no discontinuance of cash flow hedges during the first nine months of fiscal 2020 or 2019, and as such, no corresponding gains or losses related to changes in the value of the Company’s contracts were reclassified into earnings prior to settlement. As of May 31, 2020, FactSet maintained foreign currency forward contracts to hedge a portion of its British Pound Sterling, Euro, Indian Rupee, and Philippine Peso exposures. FactSet entered into a series of forward contracts to mitigate its currency exposure ranging from 50 % to 75 % over their respective hedged periods. The current foreign currency forward contracts are set to mature at various points between the fourth quarter of fiscal 2020 through the first quarter of fiscal 2021. As of May 31, 2020, the gross notional value of foreign currency forward contracts to purchase Philippine Pesos and Indian Rupees with U.S. dollars was ₱ 466.8 billion and Rs 830.6 billion, respectively. The gross notional value of foreign currency forward contracts to purchase U.S. dollars with Euros and British Pound Sterling was € 11.4 million and £ 9.5 million, respectively. 14 Table of Content s Interest Rate Swap Agreement On March 5, 2020, FactSet entered into an interest rate swap agreement with a notional amount of $ 287.5 million to hedge the variable interest rate obligation on a portion of its outstanding debt under its 2019 Revolving Credit Facility (as defined in Note 14 Debt). As of May 31, 2020, FactSet has borrowed $ 575.0 million of the available $ 750.0 million under the 2019 Revolving Credit Facility, which bears interest on the outstanding principal amount at a rate equal to a contractual one month LIBOR rate plus a spread using a debt leverage pricing grid, which was 0.875 % as of May 31, 2020 . The variable interest rate on FactSet’s long-term debt can expose the Company to interest rate volatility arising from changes in the LIBOR rate. Under the terms of the interest rate swap agreement, FactSet will pay interest at a fixed rate of 0.7995 % and receive variable interest payments based on the same one-month LIBOR rate utilized to calculate the interest expense from the 2019 Revolving Credit Facility. The interest rate swap agreement matures on March 28, 2024. Refer to Note 14 Debt, for further discussion on the 2019 Revolving Credit Facility. As the terms for the interest rate swap agreement align with the 2019 Revolving Credit Facility, the Company does not expect any hedge ineffectiveness. The Company has designated and accounted for this instrument as a cash flow hedge with the unrealized gains or losses on the interest rate swap agreement recorded in AOCL in the Consolidated Balance Sheets. The following is a summary of the gross notional values of the derivative instruments: (in thousands, in U.S. dollars) Gross Notional Value May 31, 2020 August 31, 2019 Foreign currency forward contracts $ 45,242 $ 113,700 Interest rate swap agreement 287,500 — Total cash flow hedges $ 332,742 $ 113,700 15 Table of Content s Fair Value of Derivative Instruments The following is a summary of the fair values of the derivative instruments: Fair Value of Derivative Instruments Derivatives designated as hedging instruments Derivative Assets Derivative Liabilities May 31, 2020 August 31, 2019 May 31, 2020 August 31, 2019 Balance Sheet Classification Fair Value Fair Value Balance Sheet Classification Fair Value Fair Value Foreign currency forward contracts Prepaid expenses and other current assets $ 418 $ 520 Accounts payable and accrued expenses $ 1,010 $ 3,575 Interest rate swap agreement Prepaid expenses and other current assets — — Accounts payable and accrued expenses 1,786 — Other non-current liabilities 3,478 — Total cash flow hedges $ 418 $ 520 $ 6,274 $ 3,575 All derivatives were designated as hedging instruments as of May 31, 2020 and August 31, 2019. Derivatives in Cash Flow Hedging Relationships The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the three months ended May 31, 2020 and May 31, 2019 , respectively: (in thousands) Loss Recognized in AOCL on Derivatives Location of Loss Reclassified from AOCL into Income Loss Reclassified from AOCL into Income Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 Foreign currency forward contracts $ ( 1,040 ) $ ( 822 ) SG&A $ ( 1,019 ) $ ( 597 ) Interest rate swap agreement ( 5,264 ) — Interest expense, net — — Total cash flow hedges $ ( 6,304 ) $ ( 822 ) $ ( 1,019 ) $ ( 597 ) The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the nine months ended May 31, 2020 and May 31, 2019, respectively: (in thousands) (Loss) Gain Recognized in AOCL on Derivatives Location of Loss Reclassified from AOCL into Income Loss Reclassified from AOCL into Income Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 Foreign currency forward contracts $ 362 $ 1,442 SG&A $ ( 2,101 ) $ ( 1,381 ) Interest rate swap agreement ( 5,264 ) — Interest expense, net — — Total cash flow hedges $ ( 4,902 ) $ 1,442 $ ( 2,101 ) $ ( 1,381 ) As of May 31, 2020 , the Company assessed that these cash flow hedges were effective. Foreign currency forward contract gains and losses are recorded in the Consolidated Statement of Income in Selling, general, and administrative ("SG&A"). The gain or loss from the interest rate swap agreement is recorded in the Consoli dated Statement of Income in Interest expense, net. As of May 31, 2020, the Company estimates that net pre-tax derivative losses of $ 2.4 million included in AOCL will be reclassified into earnings within the next 12 months. 16 Table of Content s Offsetting of Derivative Instruments FactSet’s master netting and other similar arrangements with its respective counterparties allow for net settlement under certain conditions. As of May 31, 2020, and August 31, 2019, there were no material amounts recorded net on the Consolidated Balance Sheets. 7. OTHER COMPREHENSIVE (LOSS) INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS The components of other comprehensive loss for the three months ended May 31, 2020 and May 31, 2019 are as follows: May 31, 2020 May 31, 2019 (in thousands) Pre-tax Net of tax Pre-tax Net of tax Foreign currency translation adjustments $ ( 4,633 ) $ ( 4,633 ) $ ( 11,326 ) $ ( 11,326 ) Net unrealized loss on cash flow hedges recognized in AOCL ( 5,285 ) ( 3,948 ) ( 225 ) ( 160 ) Other comprehensive loss $ ( 9,918 ) $ ( 8,581 ) $ ( 11,551 ) $ ( 11,486 ) The components of other comprehensive loss for the nine months ended May 31, 2020 and May 31, 2019 are as follows: May 31, 2020 May 31, 2019 (in thousands) Pre-tax Net of tax Pre-tax Net of tax Foreign currency translation adjustments $ 1,589 $ 1,589 $ ( 15,804 ) $ ( 15,804 ) Net unrealized (loss) gain on cash flow hedges recognized in AOCL ( 2,801 ) ( 2,105 ) 2,107 1,405 Other comprehensive loss $ ( 1,212 ) $ ( 516 ) $ ( 13,697 ) $ ( 14,399 ) The components of AOCL are as follows: (in thousands) May 31, 2020 August 31, 2019 Accumulated unrealized losses on cash flow hedges, net of tax $ ( 4,371 ) $ ( 2,266 ) Accumulated foreign currency translation adjustments ( 70,689 ) ( 72,278 ) Total accumulated other comprehensive loss $ ( 75,060 ) $ ( 74,544 ) 8. SEGMENT INFORMATION Operating segments are defined as components of an enterprise that have the following characteristics: (i) it engages in business activities from which it may earn revenue and incur expense, (ii) its operating results are regularly reviewed by the company's chief operating decision maker ("CODM") for resource allocation decisions and performance assessment, and (iii) its discrete financial information is available. The Company's Chief Executive Officer functions as the CODM. The Company’s operating segments are aligned with how the Company, including its CODM, manages the business and the geographic markets in which it serves, with a primary focus on providing integrated global financial and economic information. The Company’s internal financial reporting structure is based on three segments: the Americas, EMEA and Asia Pacific. The primary workflow solutions within the Americas, EMEA and Asia Pacific segments are Research, Analytics and Trading, CTS and Wealth. These workflow solutions provide global financial and economic information to investment managers, investment banks and other financial services professionals. The Americas segment serves our clients throughout North, Central, and South America. The EMEA segment serves our clients in countries in Europe and Africa. The Asia Pacific segment serves our clients in countries in Asia and Australia. Segment revenue reflects direct sales to clients based in these respective geographic locations. Each segment records compensation expense (including stock-based compensation), amortization of intangible assets, depreciation of furniture and fixtures, amortization of leasehold improvements, communication costs, professional fees, rent expense, travel, office and other direct expenses. 17 Table of Content s Expenditures associated with the Company’s data centers, third-party data costs and corporate headquarters charges are recorded by the Americas segment and are not allocated to the other segments. The content collection centers, located in India, the Philippines, and Latvia, benefit all the Company’s operating segments, and thus the expenses incurred at these locations are allocated to each segment based on a percentage of revenue. The following tables reflect the results of operations of the Company's segments: (in thousands) For the three months ended May 31, 2020 Americas EMEA Asia Pacific Total Revenue $ 230,992 $ 105,420 $ 37,671 $ 374,083 Operating income $ 54,019 $ 43,638 $ 23,983 $ 121,640 Capital expenditures $ 8,160 $ 520 $ 2,330 $ 11,010 (in thousands) For the three months ended May 31, 2019 Americas EMEA Asia Pacific Total Revenue $ 226,961 $ 102,499 $ 35,073 $ 364,533 Operating income $ 51,012 $ 44,793 $ 21,435 $ 117,240 Capital expenditures $ 8,664 $ 439 $ 2,321 $ 11,424 (in thousands) For the nine months ended May 31, 2020 Americas EMEA Asia Pacific Total Revenue $ 695,053 $ 308,355 $ 107,113 $ 1,110,521 Operating income $ 144,952 $ 127,520 $ 68,611 $ 341,083 Capital expenditures $ 47,234 $ 2,037 $ 13,638 $ 62,909 (in thousands) For the nine months ended May 31, 2019 Americas EMEA Asia Pacific Total Revenue $ 672,479 $ 299,197 $ 99,392 $ 1,071,068 Operating income $ 140,549 $ 127,130 $ 58,788 $ 326,467 Capital expenditures $ 20,022 $ 2,136 $ 10,748 $ 32,906 The following table reflects the total assets for the Company's segments: (in thousands) Segment Assets May 31, 2020 August 31, 2019 Americas $ 1,106,646 $ 851,014 EMEA 633,398 588,911 Asia Pacific 207,661 120,205 Total assets $ 1,947,705 $ 1,560,130 9. GOODWILL Changes in the carrying amount of goodwill by segment for the nine months ended May 31, 2020 are as follows: (in thousands) Americas EMEA Asia Pacific Total Balance at August 31, 2019 $ 386,195 $ 296,459 $ 3,075 $ 685,729 Foreign currency translations — 2,803 ( 48 ) 2,755 Balance at May 31, 2020 $ 386,195 $ 299,262 $ 3,027 $ 688,484 18 Table of Content s Goodwill is not amortized as it is estimated to have an indefinite life. At least annually, the Company is required to test goodwill at the reporting unit level for potential impairment, and, if impaired, write down to fair value based on the present value of discounted cash flows. The Company’s reporting units evaluated for potential impairment were the Americas, EMEA and Asia Pacific, which reflect the level of internal reporting the Company uses to manage its business and operations. The three reporting units are consistent with the reported operating segments as there is no discrete financial information available for the subsidiaries within each operating segment. The Company performed its annual goodwill impairment test during the fourth quarter of fiscal 2019, consistent with the timing of previous years, utilizing a qualitative analysis, and concluded it was more likely than not the fair value of each reporting unit was greater than its respective carrying value and no impairment charge was required. 10. COMMON STOCK AND EARNINGS PER SHARE On May 5, 2020, FactSet’s Board of Directors approved a 7 % increase in the regular quarterly dividend from $ 0.72 to $ 0.77 per share. The cash dividend of $ 29.0 million was paid on June 18, 2020 to common stockholders of record at the close of business on May 29, 2020. Shares of common stock outstanding were as follows: Nine Months Ended May 31, May 31, (in thousands) 2020 2019 Balance, beginning of year at September 1, 2019 and 2018, respectively 38,118 38,192 Common stock issued for employee stock plans 452 719 Repurchase of common stock from employees (1) ( 6 ) ( 28 ) Repurchase of common stock under the share repurchase program ( 657 ) ( 665 ) Balance at May 31, 2020 and May 31, 2019, respectively 37,907 38,218 (1) For the nine months ended May 31, 2020 and May 31, 2019, the Company repurchased 6,305 and 27.852 shares, or $ 1.6 million and $ 6.2 million, of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock and exercise of stock options . 19 Table of Content s A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share ("EPS") computations is as follows: (in thousands, except per share data) Net Income (Numerator) Weighted Average Common Shares (Denominator) Per Share Amount For the three months ended May 31, 2020 Basic EPS Income available to common stockholders $ 101,216 37,885 $ 2.67 Diluted EPS Dilutive effect of stock options and restricted stock 596 Income available to common stockholders plus assumed conversions $ 101,216 38,481 $ 2.63 For the three months ended May 31, 2019 Basic EPS Income available to common stockholders $ 92,265 38,223 $ 2.41 Diluted EPS Dilutive effect of stock options and restricted stock 770 Income available to common stockholders plus assumed conversions $ 92,265 38,993 $ 2.37 For the nine months ended May 31, 2020 Basic EPS Income available to common stockholders $ 283,859 37,912 $ 7.49 Diluted EPS Dilutive effect of stock options and restricted stock 636 Income available to common stockholders plus assumed conversions $ 283,859 38,548 $ 7.36 For the nine months ended May 31, 2019 Basic EPS Income available to common stockholders $ 261,263 38,128 $ 6.85 Diluted EPS Dilutive effect of stock options and restricted stock 679 Income available to common stockholders plus assumed conversions $ 261,263 38,807 $ 6.73 Dilutive potential common shares consist of stock options and unvested performance-based awards. There were 38,987 stock options excluded from the calculation of diluted EPS for the nine months ended May 31, 2020, because their inclusion would have been anti-dilutive. For the nine months ended May 31, 2019, the number of stock options excluded from calculation of diluted EPS was 1,810 . Performance-based awards are omitted from the calculation of diluted EPS until it is determined that the performance criteria has been met at the end of the reporting period. For the nine months ended May 31, 2020, there were 36,888 performance-based awards excluded from the calculation of diluted EPS. For the nine months ended May 31, 2019, there were 206,417 performance-based awards excluded from the calculation of diluted EPS. 11. STOCKHOLDERS’ EQUITY Share Repurchase Program Repurchases of shares of common stock are made from time to time in the open market and privately negotiated transactions, subject to market conditions. For the three months ended May 31, 2020 and May 31, 2019, the Company repurchased 46,636 shares for $ 12.4 million and 175,000 shares for $ 47.6 million, respectively. For the nine months ended May 31, 2020 and May 31, 2019, the Company repurchased 657,136 shares for $ 171.0 million and 664,945 shares for $ 152.1 million, respectively. 20 Table of Content s On March 24, 2020, the Board of Directors of FactSet approved a $ 220.0 million increase to the existing share repurchase program. Subsequent to this expansion, a total of $ 287.6 million remained authorized for future share repurchases as of May 31, 2020. There is no defined number of shares to be repurchased over a specified timeframe through the life of the share repurchase program. It is expected that share repurchases will be paid using existing and future cash generated by operations. Restricted Stock Restricted stock awards entitle the holders to receive shares of common stock as the awards vest over time. During the first nine months of fiscal 2020, 16,657 shares of previously granted restricted stock vested and were included in common stock outstanding as of May 31, 2020 (recorded net of 6,230 shares repurchased from employees at a cost of $ 1.6 million to cover their cost of taxes upon vesting of the restricted stock). During the comparable period a year ago, 75,530 shares of previously granted restricted stock vested and were included in common stock outstanding as of May 31, 2019 (recorded net of 27,852 shares repurchased from employees at a cost of $ 6.2 million to cover their cost of taxes upon vesting of the restricted stock). Dividends The Company’s Board of Directors declared t he following dividends for the first nine months of fiscal 2020 and 2019 respectively: Year Ended Dividends per Share of Common Stock Record Date Total $ Amount (in thousands) Payment Date Fiscal 2020 First Quarter $ 0.72 November 29, 2019 $ 27,291 December 19, 2019 Second Quarter $ 0.72 February 28, 2020 $ 27,251 March 19, 2020 Third Quarter $ 0.77 May 29, 2020 $ 29,188 June 18, 2020 Fiscal 2019 First Quarter $ 0.64 November 30, 2018 $ 24,372 December 18, 2018 Second Quarter $ 0.64 February 28, 2019 $ 24,385 March 19, 2019 Third Quarter $ 0.72 May 31, 2019 $ 27,506 June 18, 2019 Future cash dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company and are subject to final determination by the Company’s Board of Directors. 12. EMPLOYEE AND NON-EMPLOYEE DIRECTOR STOCK OPTION AND RETIREMENT PLANS Stock Compensation Activity Employee Stock Option Awards During the nine months ended May 31, 2020 , FactSet granted 422,346 stock options with a weighted average exercise price of $ 256.05 to existing employees of the Company. The majority of the stock options granted during the first nine months of fiscal 2020 related to the annual employee grant on November 1, 2019 under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated (the "LTIP"). On November 1, 2019, FactSet granted 412,098 non-performance-based employee stock options, using the lattice-binomial option-pricing model. These stock option awards vest 20 % annually on the anniversary date of the grant and are fully vested after five years , expiring ten years from the date of grant. 21 Table of Content s The estimated fair value of employee stock options granted on November 1, 2019 was determined with the following assumptions: November 1, 2019 Grant Details Risk-free interest rate 1.59% - 1.79% Expected life (years) 7.22 Expected volatility 23% - 26% Dividend yield 1.09 % Estimated fair value $ 60.19 Exercise price $ 255.87 Fair value as a percentage of exercise price 23.5 % Non-Employee Director Stock Option Grant The Non-Employee Directors' Stock Option and Award Plan, as Amended and Restated (the "Director Plan"), provides for the grant of share-based awards, including stock options, to non-employee directors of FactSet. As of May 31, 2020, shares available for future grant under the Director Plan were 247,876 . The expiration date of the Director Plan is December 19, 2027. On January 15, 2020, FactSet granted 16,080 stock options to the Company's non-employee directors. These stock options cliff vest on the third anniversary of the date of grant and expire seven years from the date of grant. The Company used the Black-Scholes option-pricing model with the following assumptions: January 15, 2020 Grant Details Risk-free interest rate 1.64 % Expected life (years) 5.4 Expected volatility 22.0 % Dividend yield 1.11 % Estimated Fair Value $ 54.74 Exercise price $ 271.51 Fair value as a percentage of exercise price 20.2 % Restricted Stock Units During the first nine months of fiscal 2020, FactSet granted 30,766 non-performance based restricted stock units ("RSUs") and 36,909 performance-based restricted stock units ("PRSUs"). The majority of the RSUs and PRSUs granted were related to the annual employee grant on November 1, 2019. FactSet granted 29,817 RSUs and 36,501 PRSUs with a weighted average grant date fair value of $ 245.48 under the LTIP. The RSUs and PRSUs granted to employees entitle the holders to shares of common stock as the units vest over time or the performance period, but not to dividends declared on the underlying shares while the restricted stock is unvested. The grant date fair value of restricted stock units is measured by reducing the grant date price of FactSet's common stock by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk-free interest rate. The RSUs vest 20 % annually on the anniversary date of grant and are fully vested after five years and the PRSUs cliff vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics. Employee Stock Purchase Plan Shares of FactSet common stock may be purchased by eligible employees under the FactSet Research Systems Inc. Employee Stock Purchase Plan, as Amended and Restated (the "ESPP") in three-month intervals. The purchase price is equal to 85 % of the lesser of the fair market value of the Company’s common stock on the first day or the last day of each three-month offering period. Employee purchases may not exceed 10 % of their gross compensation and there is a $ 25,000 contribution limit per employee during an offering period. Dividends paid on shares held in the ESPP are used to purchase additional ESPP shares at the market price on the dividend payment date. 22 Table of Content s During the three months ended May 31, 2020, employees purchased 11,084 shares at a weighted average price of $ 238.81 compared to 13,350 shares at a weighted average price of $ 201.54 for the three months ended May 31, 2019. During the nine months ended May 31, 2020, employees purchased 33,735 shares at a weighted average price of $ 226.79 compared to 39,069 shares at a weighted average price of $ 199.43 for the nine months ended May 31, 2019. At May 31, 2020, the ESPP had 186,675 shares reserved for future issuance. Stock-based Compensation The Company recognized total stock-based compensation expense of $ 10.3 million and $ 8.0 million during the three months ended May 31, 2020 and May 31, 2019, respectively. During the nine months ended May 31, 2020 and May 31, 2019, the Company recognized total stock-based compensation expense of $ 28.4 million and $ 24.1 million, respectively. As of May 31, 2020, $ 89.1 million of total unrecognized compensation expense related to non-vested equity awards is expected to be recognized over a weighted average period of 3.1 years. Stock-based compensation expense related to the ESPP was $ 0.6 million for both the three months ended May 31, 2020 and May 31, 2019. Stock-based compensation expense related to the ESPP was $ 1.6 million for both the nine months ended May 31, 2020 and May 31, 2019. As of May 31, 2020, FactSet had 5.6 million share-based awards available for grant under the LTIP and 0.2 million share-based awards available for grant under the Director Plan. 13. 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. Provision for Income Taxes The provision for income taxes is as follows: Three Months Ended May 31, Nine Months Ended May 31, (in thousands) 2020 2019 2020 2019 Income before income taxes $ 119,140 $ 113,384 $ 330,990 $ 313,676 Provision for income taxes $ 17,924 $ 21,119 $ 47,131 $ 52,413 Effective tax rate 15.0 % 18.6 % 14.2 % 16.7 % FactSet’s effective tax rate is based on recurring factors and nonrecurring events, including the taxation of foreign income. The Company’s effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as discrete and other nonrecurring events that may not be predictable. FactSet’s effective tax rate is lower than the applicable U.S. corporate income tax rate for the three and nine months ended May 31, 2020 due to research and development ("R&D") tax benefits, foreign derived intangible income ("FDII") deduction, and excess tax benefits associated with share-based payments. For the three months ended May 31, 2020, the provision for income taxes was $ 17.9 million, compared to $ 21.1 million from the same period a year ago. The provision decreased due mainly to a lower effective tax rate as of May 31, 2020 compared to the same period a year ago, primarily driven by higher R&D tax credits and a higher FDII deduction, coupled with the effect of applying the lower effective tax rate to the first half of fiscal 2020. The three months ended May 31, 2019 included a $ 5.8 million income tax expense from finalizing the prior year’s tax returns with no similar event for the three months ended May 31, 2020. The decrease to the provision was partially offset by increased income tax expense from higher operating income for the three months ended May 31, 2020 compared to the prior year period and $ 3.3 million in higher windfall tax benefits from stock-based compensation recognized during the three months ended May 31, 2019 compared to the three months ended May 31, 2020. 23 Table of Content s For the nine months ended May 31, 2020, the provision for income taxes was $ 47.1 million, compared to $ 52.4 million from the same period a year ago. The provision decreased due mainly to a lower effective tax rate as of May 31, 2020 compared to the same period a year ago, primarily driven by higher R&D tax credits and a higher FDII deduction, coupled with the effect of applying the lower effective tax rate to the first half of fiscal 2020. The nine months ended May 31, 2019 included a$ 5.8 million tax expense from finalizing the prior year’s tax returns with no similar event for the nine months ended May 31, 2020. The decrease to the provision was partially offset by increased income tax expense from higher operating income for the nine months ended May 31, 2020 compared to the prior year period. The decrease to the provision was also offset by $ 3.3 million in higher windfall tax benefits from stock-based compensation recognized during the nine months ended May 31, 2019 compared to the nine months ended May 31, 2020 and an income tax benefit from the revision of the one-time transition tax permitted by the TCJA recognized during the nine months ended May 31, 2019. FactSet finalized the accounting for the tax effects of the TCJA with respect to the one-time transition tax; however the tax effects may be affected by changes in interpretations at the federal and state levels and any additional regulatory guidance that may be issued. 14. DEBT FactSet’s debt obligations consisted of the following: (in thousands) May 31, 2020 August 31, 2019 2019 Revolving Credit Facility (maturity date of March 29, 2024) $ 575,000 $ 575,000 On March 29, 2019, the Company entered into the 2019 Credit Agreement between FactSet, as the borrower, and PNC Bank, National Association ("PNC"), as the administrative agent and lender (the "2019 Credit Agreement"). The 2019 Credit Agreement provides for a $ 750.0 million revolving credit facility (the "2019 Revolving Credit Facility"). FactSet may request borrowings under the 2019 Revolving Credit Facility until its maturity date of March 29, 2024. The 2019 Credit Agreement also allows FactSet, subject to certain requirements, to arrange for additional borrowings with PNC for an aggregate amount up to $ 500.0 million, provided that any such request for additional borrowings must be in a minimum amount of $ 25.0 million. As of May 31, 2020, FactSet has borrowed $ 575.0 million of the available $ 750.0 million provided by the 2019 Revolving Credit Facility, resulting in $ 175.0 million available to be withdrawn. FactSet is required to pay a commitment fee using a pricing grid, which was 0.10 % as of May 31, 2020. This fee is based on the daily amount by which the available balance in the 2019 Revolving Credit Facility exceeds the borrowed amount. All outstanding loan amounts are reported as Long-term debt within the Consolidated Balance Sheets at May 31, 2020 and August 31, 2019. The principal balance is payable in full on the maturity date. The fair value of the Company's long-term debt was $ 575.0 million as of May 31, 2020 and bears interest on the outstanding principal amount at a rate equal to the LIBOR rate plus a spread using a debt leverage pricing grid, which was 0.875 % as of May 31, 2020. FactSet believes the carrying value of the debt approximates fair value as the interest rate is a floating rate equal to the LIBOR rate plus a spread, which is representative of market rates for similar instruments. The variable interest rate on FactSet’s long-term debt can expose the Company to interest rate volatility due to changes in the LIBOR rate. To mitigate this exposure, on March 5, 2020, FactSet entered into an interest rate swap agreement with a notional amount of $ 287.5 million to hedge the variable interest rate obligation on a portion of its outstanding balance under the 2019 Revolving Credit Facility. Under the terms of the interest rate swap agreement, FactSet will pay interest at a fixed rate of 0.7995 % and receive variable interest payments based on the same one-month LIBOR rate utilized to calculate the interest expense from the 2019 Revolving Credit Facility. The interest rate swap agreement matures on March 28, 2024. For the three months ended May 31, 2020 and May 31, 2019, the Company recorded interest expense of $ 2.9 million and $ 5.2 million, respectively, on its outstanding debt amounts. For the nine months ended May 31, 2020 and May 31, 2019, the Company recorded interest expense of $ 10.9 million and $ 15.1 million, respectively, on its outstanding debt amounts. Including the effects of the interest rate swap agreement, the weighted average interest rate on amounts outstanding under the Company's credit facilities was 2.47 % for the nine months ended May 31, 2020. The weighted average interest rate for the fiscal year ended 2019 was 3.35 %. Interest on the loan outstanding is payable quarterly, in arrears, and on the maturity date. 24 Table of Content s As the terms for the interest rate swap agreement align with the 2019 Revolving Credit Facility, the Company does not expect any hedge ineffectiveness. The Company has designated and accounted for this instrument as cash flow hedge with the unrealized gains or losses on the interest rate swap agreement recorded in AOCL in the Consolidated Balance Sheets. During fiscal 2019, FactSet incurred approximately $ 0.9 million in debt issuance costs related to the 2019 Credit Agreement. These costs were capitalized as loan origination fees and are amortized into interest expense ratably over the term of the 2019 Credit Agreement. The 2019 Credit Agreement contains covenants and requirements restricting certain FactSet activities, which are usual and customary for this type of loan. In addition, the 2019 Credit Agreement requires that FactSet maintains a consolidated net leverage ratio, as measured by total net funded debt/EBITDA (as defined in the 2019 Credit Agreement) below a specified level as of the end of each fiscal quarter. The Company was in compliance with all the covenants and requirements within the 2019 Credit Agreement as of May 31, 2020. 15. LEASES In February 2016, the FASB issued an accounting standard update related to accounting for leases. The update requires the recognition of ROU assets and liabilities on the balance sheet and the disclosure of qualitative and quantitative information about leasing arrangements. FactSet adopted the standard as of September 1, 2019, using a modified retrospective approach to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption. FactSet reviews new arrangements at inception to evaluate whether the Company obtains substantially all the economic benefits of and has the right to control the use of an asset. If FactSet determines that an arrangement qualifies as a lease, a lease liability and a corresponding ROU asset are recognized on the lease commencement date which includes fixed lease payments and certain qualifying index-based variable payments. In determining the amount of lease payments used in measuring ROU assets and lease liabilities, FactSet elected the package of practical expedients permitted under the transition guidance, which permits the Company not to reassess under the new standard the prior conclusions about lease identification, lease classification, and initial direct costs. FactSet did not elect the use-of-hindsight practical expedient in determining the lease term and in assessing impairment. FactSet elected the practical expedient not to separate lease components from non-lease components but, rather, to combine them into one single lease component. The Company has also elected to apply the short-term lease exception to not recognize lease liabilities and ROU assets for leases with a term of 12 months or less. FactSet will recognize these lease payments on a straight-line basis over the lease term in O ccupancy costs (a component of SG&A expense) . The adoption of the lease standard primarily related to the Company’s real estate operating leases. As a result of the adoption of the standard, the Company recognized lease liabilities (initially measured at the present value of the future minimum lease payments over the remaining lease term at the commencement date) of $ 266.4 million as of November 30, 2019 , included in Current lease liabilities and Lease liabilities on the Consolidated Balance Sheet. The Company also recognized ROU assets (initially measured as the lease liabilities, adjusted for deferred rent and lease incentives) of $ 217.0 million as of November 30, 2019 , included in Lease right-of-use assets, net on the Consolidated Balance Sheet. As of May 31, 2020, the ROU assets balance was $ 254.4 million and the Lease liabilities balance was $ 305.2 million, classified in the same Consolidated Balance Sheet accounts used upon adoption. Lease liabilities are measured as the present value of the future minimum lease payments over the lease term using FactSet’s incremental borrowing rate ("IBR") within the geography where the leased asset is located, as there is no rate implicit in the Company’s operating lease arrangements. As FactSet does not have any outstanding public debt, the Company estimates the IBR based on FactSet’s estimated credit rating and available market information. The IBR is determined at lease commencement, or as of September 1, 2019 for operating leases in existence upon adoption of ASC 842. The IBR is subsequently reassessed upon a modification to the lease arrangement. As of May 31, 2020 , the Company’s leases have remaining terms of less than one year to just over 15 years. The ROU assets and lease liabilities recognized did not include any renewal or termination options that were not yet reasonably certain to be exercised. FactSet’s net operating lease expense for the three and nine months ended May 31, 2020 was $ 11.9 million and $ 32.3 million, respectively. Charges related to FactSet's operating leases that are variable, and therefore not included in the measurement of the lease liabilities for the three and nine months ended May 31, 2020 were $ 4.0 million and $ 13.5 million, respectively. 25 The following table reconciles FactSet’s future undiscounted cash flows related to the Company’s operating leases and the reconciliation to the operating lease liability as of May 31, 2020 : (in thousands) Minimum Lease Payments Fiscal Years Ended August 31, 2020 (remaining three months) $ 9,684 2021 41,951 2022 39,546 2023 36,041 2024 34,238 Thereafter 216,710 Total undiscounted lease payments 378,170 Less: imputed interest 72,926 Present value of total lease payments $ 305,244 FactSet previously entered into a real estate lease in the Philippines, which was planned to commence in phases, providing FactSet with access to the underlying leased rental space during fiscal 2020. The rental space that FactSet has not taken possession of as of May 31, 2020 is not included in the table above nor included in the lease ROU assets and liabilities as of May 31, 2020. The overall lease term is approximately 10 years and the undiscounted future rent payments for the lease that has not commenced as of May 31, 2020 is approximately $ 18 million. The following table summarizes the Company's lease term and discount rate assumptions related to the operating leases recorded on the Consolidated Balance Sheets as of May 31, 2020 : As of May 31, 2020 Weighted average remaining lease term (in years) 10.3 Weighted average discount rate (IBR) 4.2 % The following table summarizes supplemental cash flow information related to the Company's operating leases: (in thousands) Nine Months Ended May 31, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 29.9 Operating lease ROU assets obtained in exchange for operating lease liabilities $ 48.5 16. COMMITMENTS AND CONTINGENCIES Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the balance sheet as liabilities. FactSet records liabilities for commitments when incurred ( i.e. , when the goods or services are received). Purchase Commitments with Suppliers Purchase commitments represent payments due in future periods to the Company’s various data vendors as well as commitments to purchase goods and services such as telecommunication and computer maintenance services. These purchase commitments are agreements that are enforceable and legally binding on FactSet, and they specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. As of August 31, 2019, the Company had total purchase commitments with suppliers of $ 69.9 million. There were no material changes in the Company’s purchase commitments during the nine months ended May 31, 2020. Letters of Credit Approximately $ 2.9 million of standby letters of credit have been issued during the ordinary course of business in connection with the Company’s current leased office space as of May 31, 2020. These standby letters of credit utilize the same covenants included in the 2019 Credit Agreement. Refer to Note 14 Debt for more information on these covenants. 26 Table of Content s Contingencies Income Taxes Uncertain income tax positions are accounted for in accordance with applicable accounting guidance , refer to Note 13 Income Taxes for further details. FactSet is currently under audit by tax authorities and has reserved for potential adjustments to its provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities. The Company believes that the final outcome of these examinations or settlements will not have a material effect on its results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of tax benefits in the period FactSet determines the liabilities are no longer necessary. If the Company’s estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, a further charge to expense would result. Legal Matters FactSet accrues non-income tax liabilities for contingencies when management believes that a loss is probable, and the amounts can be reasonably estimated, while contingent gains are recognized only when realized. The Company is engaged in various legal proceedings, claims and litigation that have arisen in the ordinary course of business, including employment matters, commercial and intellectual property litigation. The outcome of all the matters against the Company is subject to future resolution, including the uncertainties of litigation. Based on information available at May 31, 2020, FactSet’s management believes that the ultimate outcome of these unresolved matters against the Company, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position, its results of operations or its cash flows. Sales Tax Matters In August 2019, FactSet received a Notice of Intent to Assess (the "Notice") additional sales taxes, interest and underpayment penalties from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") relating to prior tax periods. The Notice follows FactSet's previously disclosed response to a letter from the Commonwealth requesting additional sales information. Based upon the Notice, it is the Commonwealth's intention to assess sales/use tax, interest and penalties on previously recorded sales transactions. The Company filed an appeal to the Notice and intends to contest any such assessment, if assessed, and continues to cooperate with the Commonwealth's inquiry. Due to the uncertainty surrounding the assessment process, the Company is unable to reasonably estimate the ultimate outcome of this matter and, as such, has not recorded a liability as of May 31, 2020. FactSet believes that it will ultimately prevail if the Company is presented with a formal assessment; however, if FactSet does not prevail, the amount could have a material impact on the Company’s consolidated financial position, cash flows and results of operations. Indemnifications As permitted or required under Delaware law and to the maximum extent allowable under that law, FactSet has certain obligations to indemnify its current and former officers and directors for certain events or occurrences while the officer or director is, or was, serving at FactSet’s request in such capacity. These indemnification obligations are valid as long as the director or officer acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The maximum potential amount of future payments FactSet could be required to make under these indemnification obligations is unlimited; however, FactSet has a director and officer insurance policy that it believes mitigates FactSet’s exposure and may enable FactSet to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification obligations is immaterial. Concentrations of Credit Risk Cash equivalents Cash and cash equivalents are maintained primarily with five financial institutions. Depos its held with banks may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. 27 Table of Content s Accounts Receivable Accounts receivable are unsecured and are derived from revenue earned from clients located around the globe. The Company does not require collateral from its clients but performs credit evaluations on an ongoing basis. The Company maintains reserves for potential write-offs and evaluates the adequacy of the reserves periodically. These losses have historically been within expectations. No single client represented 3 % or more of FactSet’s total revenue in any period presented. At May 31, 2020, the Company’s largest individual client accounted for just above 2.5 % of total annual subscriptions, and subscriptions from FactSet's ten largest clients did not surpass 15 % of total annual subscriptions, consistent with the level at August 31, 2019. As of May 31, 2020, the receivable reserve was $ 7.4 million compared to $ 10.5 million as of August 31, 2019. Derivative Instruments As a result of the use of derivative instruments, the Company is exposed to counterparty credit risk. The Company has incorporated counterparty credit risk into the fair value of its derivative assets and its own credit risk into the value of the Company’s derivative liabilities, when applicable. For derivative instruments, the Company calculates credit risk from observable data related to credit default swaps ("CDS") as quoted by publicly available information. Counterparty risk is represented by CDS spreads related to the senior secured debt of the respective bank with whom the Company has executed these derivative transactions. To mitigate counterparty credit risk, the Company enters into contracts with large financial institutions and regularly reviews its credit exposure balances as well as the creditworthiness of the counterparties. For the Company’s liabilities, as CDS spread information is not available for FactSet, the Company’s credit risk is determined based on using a simple average of CDS spreads for peer companies. The Company does not expect any losses as a result of default of its counterparties. Concentrations of Other Risk Data Content Providers FactSet relies on certain data sets where there are a limited number of suppliers. The Company makes every effort to assure that, where reasonable, alternative sources are available. FactSet is not dependent on any one third-party data supplier in order to meet the needs of its clients. FactSet combines the data from these commercial databases into its own dedicated single online service, which its clients access to perform their analysis. No single vendor or data supplier represented more than 10% of FactSet's total data costs for the nine months ended May 31, 2020 or May 31, 2019. 28 Table of Content s