What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-10-27 compared with 2022-10-21 · 613 added, 583 removed, 844 unchanged (59% of the section changed)

3 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

Reports o f Independent Regis tered Public Accounting Firm Reports of Independent Registered Public Accounting Firm (PC AOB ID :

Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Financial Statements:

Consolidated Statements of Income for the years end ed August 31, 2022, 2021 and 2020

Consolidated Statements of Income for the years ended August 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income for the years ended August 31, 202 3 , 202 2 and 202 1

5 unchanged sentences

Schedule II – Valuation and Qualifying Accounts

Ta ble of C onte nts

Management’s Statement of Responsibility for Financial Statements

17 unchanged sentences

Our management (with the participation of the Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded CUSIP Global Services ("CGS") , which we acquired in the third quarter of fiscal 2022.

E xcluding goodwill and intangible assets, CGS represented 5% percent of our total assets as of August 31, 2022 and 5% percent of our consolidated revenues for fiscal year 2022 .

Refer to Note 6, Acquisitions , for additional information on the CGS acquisition.

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of August 31, 2023 .

Ernst & Young LLP (PCAOBID:

42), an independent registered public accounting firm, has audited the

effectiveness of our internal control over financial reporting and has issued a report on our internal control over financial reporting, which is included in their report on the subsequent page.

PHILIP SNOW /s/ LINDA S.

Philip Snow Linda S.

Chief Executive Officer Executive Vice President, Chief Financial Officer

October 21, 2022 October 21, 2022

42), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting and has issued a report on our internal control over financial reporting, which is included in their report on the subsequent page.

Ta ble of C onte nts

Report of Independent Registered Public Accounting Firm

18 unchanged sentences

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Ta ble of C onte nts

Measurement of income tax provision

Description of the Matter As discussed in Note 2, Significant Accounting Policies, and Note 10, Income Taxes, of the Consolidated Financial Statements, the Company serves international markets and is subject to income taxes in the U.S.

Description of the Matter As discussed in Note 2, Summary of Significant Accounting Policies, and Note 10, Income Taxes, of the Consolidated Financial Statements, the Company serves international markets and is subject to income taxes in the U.S.

and numerous foreign jurisdictions, which affect the Company’s provision for income taxes.

8 unchanged sentences

We involved our tax professionals to evaluate the application of tax law to management’s allocation methodologies and tax position.

This included assessing the Company’s correspondence with the relevant tax authorities and evaluating third-party reports and advice obtained by the Company.

This included evaluating third-party reports and advice obtained by the Company.

We also performed a sensitivity analysis to evaluate the effect from changes in management’s allocation methodologies and assumptions.

We have evaluated the Company’s income tax disclosures included in Note 10, Income Taxes , of the Consolidated Financial Statements in relation to these matters.

Valuation of Intangible Assets from Business Acquisition

Description of the Matter As described in Note 6, Acquisitions , to the Consolidated Financial Statements, during the year ended August 31, 2022, the Company completed the CUSIP Global Services business acquisition for total consideration of $1.932 billion, inclusive of working capital adjustments.

The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities with the residual being allocated to goodwill.

Auditing the Company’s accounting for the CUSIP Global Services acquisition required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for the acquired ABA business process and customer relationships.

The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of the ABA business process and customer relationships as well as the sensitivity of the respective fair values to the underlying significant assumptions.

The significant assumptions used to estimate the fair value of the ABA business process and customer relationships included revenue growth rates and operating margins.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the valuation of intangible assets from the acquisition.

For example, we tested controls over management’s review of the valuation models and the significant assumptions described above.

To test the estimated fair value of the acquired ABA business process and customer relationships, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above.

For example, we compared the revenue growth rates and operating margins to the historical results of the acquired business.

We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired ABA business process and customer relationships that would result from changes in the significant assumptions.

In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company.

We have evaluated the Company’s business acquisition disclosures included in Note 6, Acquisitions, of the Consolidated Financial Statements in relation to these matters.

/s/ Ernst & Young LLP

1 unchanged sentence

October 27, 2023

Ta ble of C onte nts

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2023, based on the COSO criteria.

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

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of CGS.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 Consolidated Financial Statements of the Company and our report dated October 27, 2023, expressed an unqualified opinion thereon.

17 unchanged sentences

October 27, 2023

Ta ble of C onte nts

FactSet Research Systems Inc.

10 unchanged sentences

Other income (expense), net

Interest expense, net ( 29,522 ) ( 6,394 ) ( 9,829 )

Interest income 12,809 6,175 1,806

Interest expense ( 66,319 ) ( 35,697 ) ( 8,200 )

Other income (expense), net 8,257 ( 2,366 ) ( 30 )

8 unchanged sentences

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

Ta ble of C onte nts

FactSet Research Systems Inc.

5 unchanged sentences

Net unrealized gain (loss) on cash flow hedges (1)

( 269 ) 5,245 ( 504 )

Foreign currency translation adjustment gains (losses) 21,511 ( 74,666 ) 835

1 unchanged sentence

Comprehensive income $ 489,415 $ 327,496 $ 399,921

* For the fiscal years ended August 31, 2022, 2021 and 2020, the net unrealized gain (loss) on cash flow hedges disclosed above were net of a tax expense of $ 1,657 thousand, tax benefit of $ 162 thousand, and a tax expense of $ 251 thousand, respectively.

(1) Presented net of a tax benefit of $ 61 thousand, tax expense of $ 1,657 thousand, and a tax benefit of $ 162 thousand for the years ended August 31, 2023, 2022 and 2021, respectively.

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

Ta ble of C onte nts

FactSet Research Systems Inc.

19 unchanged sentences

Deferred revenues 152,430 152,039

Current taxes payable 31,009 —

Dividends payable 37,265 33,860

20 unchanged sentences

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

Ta ble of C onte nts

FactSet Research Systems Inc.

9 unchanged sentences

Deferred income taxes ( 31,119 ) ( 8,715 ) ( 4,602 )

Impairment charge 64,272 — 16,500

Asset impairments 25,946 64,272 —

Changes in assets and liabilities, net of effects of acquisitions

2 unchanged sentences

Accrued compensation ( 3,431 ) 14,524 21,815

Deferred fees ( 6,100 ) 5,078 5,571

Deferred revenues ( 3,387 ) ( 6,100 ) 5,078

Taxes payable, net of prepaid taxes 41,396 ( 19,275 ) 26,298

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, equipment, leasehold improvements and internal-use software ( 51,156 ) ( 61,325 ) ( 77,642 )

Purchases of property, equipment, leasehold improvements and capitalized internal-use software ( 60,786 ) ( 51,156 ) ( 61,325 )

Acquisition of businesses, net of cash and cash equivalents acquired ( 23,593 ) ( 1,981,641 ) ( 58,056 )

1 unchanged sentence

Proceeds from maturity or sale of investments — — 2,176

Net cash used in investing activities ( 2,033,675 ) ( 135,992 ) ( 73,632 )

Net cash provided by (used in) investing activities ( 95,393 ) ( 2,033,675 ) ( 135,992 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from debt — 2,238,355 —

Repayment of debt ( 825,000 ) — —

Repayments of debt ( 375,000 ) ( 825,000 ) —

Payments of debt issuance costs — ( 9,736 ) —

5 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 4,015 ( 22,428 ) ( 263 )

Net (decrease) increase in cash and cash equivalents ( 178,592 ) 96,260 225,806

Net increase (decrease) in cash and cash equivalents ( 77,829 ) ( 178,592 ) 96,260

Cash and cash equivalents at beginning of period 503,273 681,865 585,605

6 unchanged sentences

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

Ta ble of C onte nts

FactSet Research Systems Inc.

8 unchanged sentences

Net income 399,590 399,590

Other comprehensive loss 35,251 35,251

Other comprehensive income (loss) 331 331

Common stock issued for employee stock plans 360,877 4 64,173 318 ( 104 ) 64,073

1 unchanged sentence

Repurchases of common stock 797,385 ( 264,702 ) ( 264,702 )

Stock-based compensation 36,579 36,579

Stock-based compensation expense 45,065 45,065

Dividends declared ( 120,224 ) ( 120,224 )

1 unchanged sentence

Net income 396,917 396,917

Other comprehensive loss 331 331

Other comprehensive income (loss) ( 69,421 ) ( 69,421 )

Common stock issued for employee stock plans 450,527 5 86,042 260 ( 128 ) 85,919

1 unchanged sentence

Repurchases of common stock 46,200 ( 18,639 ) ( 18,639 )

Stock-based compensation 45,065 45,065

Stock-based compensation expense 56,003 56,003

Dividends declared ( 129,693 ) ( 129,693 )

1 unchanged sentence

Net income 468,173 468,173

Other comprehensive income ( 69,421 ) ( 69,421 )

Other comprehensive income (loss) 21,242 21,242

Common stock issued for employee stock plans 360,375 3 72,003 410 ( 166 ) 71,840

Vesting of restricted stock 83,035 1 ( 1 ) 32,034 ( 13,544 ) ( 13,544 )

Excise tax on share repurchases ( 932 ) ( 932 )

Repurchases of common stock 430,350 ( 176,720 ) ( 176,720 )

Stock-based compensation 56,003 56,003

Stock-based compensation expense 62,038 62,038

Dividends declared ( 142,816 ) ( 142,816 )

( 759 ) ( 759 )

Balance as of August 31, 2023 42,096,628 $ 421 $ 1,323,631 4,071,256 $ ( 1,122,077 ) $ 1,505,096 $ ( 87,141 ) $ 1,619,930

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

Ta ble of C onte nts

Notes to the Consolidated Financial Statements

Description of Business

Significant Accounting Policies

Summary of Significant Accounting Policies

Revenue Recognition

1 unchanged sentence

Derivative Instruments

Acquisitio ns

Property, Equipment and Leasehold Improvements

8 unchanged sentences

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 more than 40 years, the FactSet platform has delivered expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows.

As of August 31, 2022, we had more than 7,500 clients comprised of approximately 180,000 investment professionals, including asset managers, bankers, wealth managers, asset owners, channel partners, hedge funds, corporate users, private equity and venture capital professionals.

Our on- and off-platform solutions span the investment lifecycle to include investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.

Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected content ("content refinery").

Our products and services include workstations, portfolio analytics and enterprise solutions.

We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas, as well as to analyze, monitor and manage their portfolios.

We combine dedicated client service with open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions and application programming interfaces ("APIs").

Our CGS business supports security master files relied on by the investment industry for critical front, middle and back office functions.

and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible products that drive the investment community to see more, think bigger and do its best work.

Our platform delivers expansive data, sophisticated analytics, and flexible technology used by global financial professionals to power their critical investment workflows.

As of August 31, 2023, we had nearly 8,000 clients comprised of almost 190,000 investment professionals, including asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users and private equity & venture capital professionals.

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 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.

Our on- and off-platform solutions span the investment life cycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting.

We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital 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.

Our platform and solutions are supported by our dedicated client service teams.

We operate our business through three reportable segments ("segments"):

5 unchanged sentences

and Content & Technology Solutions ("CTS").

SIGNIFICANT ACCOUNTING POLICIES

CGS operates as part of CTS.

Ta ble of C onte nts

Revised Organizational Approach

We have a long-term view of our business and are committed to investing for growth and efficiency.

Starting September 1, 2023, the beginning of our fiscal 2024 year, we revised our internal organization by firm type to better align with our clients, as follows:

• Analytics & Trading will become "Institutional Buyside," focusing on asset managers, asset owners, and hedge fund companies.

• Research & Advisory will become two groups:

◦ "Dealmakers," focusing on banking and sell-side research, corporate, and private equity and venture capital workflows;

◦ "Wealth," focusing on wealth management workflows.

• We will discuss the results of our Partnerships and CGS groups, in combination.

Partnerships delivers solutions primarily to content providers, financial exchanges, and rating agencies, while CGS is the exclusive issuer of CUSIP and CINS identifiers globally.

• The activities of CTS will be reassigned to Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.

This realignment of firm types is not expected to impact our segment reporting for fiscal 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

3 unchanged sentences

all intercompany activity and balances have been eliminated.

The Company has evaluated subsequent events through the date that the financial statements were issued.

Reclassification

We reclassified a fiscal 2020 comparative figure related to the impairment of an investment in a company from Selling, general and administrative to Asset impairments in the Consolidated Statement of Income to conform to the current year's presentation.

We have evaluated subsequent events through the date that the financial statements were issued.

Reclassifications

In fiscal 2023, we separated the components of Interest expense, net to present Interest income and Interest expense separately in the Consolidated Statements of Income.

We conformed the comparative figures for fiscal 2022 and 2021 to the current year's presentation.

Use of Estimates

The preparation of our Consolidated Financial Statements and related disclosures in conformity with GAAP requires 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-live assets and contingencies.

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 include income taxes, stock-based compensation, goodwill and intangible assets, business combinations, long-lived assets, contingencies and impairment assessments.

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.

1 unchanged sentence

Revenue Recognition

Revenues are measured as the amount of consideration expected to be received in exchange for fulfilling our contractual performance obligations with our clients.

The majority of our revenues are derived from client access to our multi-asset solutions powered by our suite of connected content available over the contractual term (referred to as the "hosted platform").

The hosted platform is a subscription-based service that provides client access to various combinations of products and services including workstations, portfolio analytics and enterprise solutions.

We also 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.

The primary nature of the promise to the client is to provide daily access to each of these data and analytics platforms, with revenue recognized over-time as performance is satisfied on an output time-based measure of progress, as the client is simultaneously receiving and consuming the benefits of the platform.

We record deferred revenues when cash payments are received or we have a contractual right to bill in advance.

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").

Ta ble of C onte nts

We determined the majority of our contracts with clients, whether for our hosted platform or identifier platform services, each represent 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 primary nature of our promise to the client is to provide daily access to each of these data and analytics platforms, with revenue recognized over-time as performance is satisfied on an output time-based measure of progress, as the client is simultaneously receiving and consuming the benefits of the platform.

We record deferred revenues when payments are received in advance of performance under the contract.

Stock-Based Compensation

We measure compensation expense for all stock-based awards made to employees and members of our board of directors ("non-employees"), using the Black-Scholes model or the lattice-binomial option-pricing model ("binomial model") to calculate the grant-date fair value.

Both models involve several assumptions, including the expected term of the awards, volatility of our common stock, risk-free interest rates and our dividend yield.

We rely on the Black-Scholes model for our non-employee options, non-employee restricted stock units and common stock acquired under our employee stock purchase plan and the binomial model for our employee stock options, employee restricted stock units and employee performance share units.

The binomial model incorporates market conditions, vesting restrictions and exercise patterns.

For restricted stock units and performance share units, the grant date fair value is measured by reducing the grant date price of our 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.

For stock-based awards with service conditions, we use the straight-line method to recognize compensation expense over the requisite service period.

For stock-based awards that also include performance conditions, the graded vesting method is used to

determine compensation expense over the requisite service period if achievement of the performance condition is determined to be probable, which is reviewed on a quarterly basis.

Compensation expense for all stock-based awards is recorded net of estimated forfeitures which are based on historical forfeiture rates and revised if actual forfeitures differ from those estimates.

For our employee stock purchase plan, compensation expense is recognized on a straight-line basis over the offering period.

Our stock-based awards include stock options, restricted stock units ("RSUs"), performance share units ("PSUs") and common stock purchased by eligible employees under our employee stock purchase plan ("ESPP").

We measure and recognize stock-based compensation for all stock-based awards granted to our employees and our non-employee members of the Board of Directors ("non-employee directors") based on their estimated grant date fair value.

To estimate the grant date fair value, we utilize a lattice-binomial option-pricing model ("binomial model") for our employee stock options and the Black-Scholes model for non-employee director stock options and common stock purchased by eligible employees under our ESPP.

Both the binomial model and Black-Scholes model involve certain estimates and assumptions such as:

• Risk-free interest rate - based on the U.S.

Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

• Expected life - the weighted average period the stock-based awards are expected to remain outstanding.

• Expected volatility - based on a blend of historical volatility of the stock-based award's useful life and the weighted average implied volatility for call option contracts traded in the 90 days preceding the stock-based award's valuation date.

• Dividend yield - the expectation of dividend payouts based on our history.

The binomial model also incorporates market conditions, vesting restrictions and exercise patterns.

For RSUs and PSUs, the grant date fair value is measured by reducing the grant date price of our 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 number of PSUs granted assumes target-level achievement of the specified performance levels within the payout range.

The ultimate number of common shares that may be earned from a PSU is determined based on the actual achievement of the specified performance levels within the payout range.

Stock-based compensation expense for stock option and RSU awards is recognized over the requisite service period using the straight-line method.

The amount of stock-based compensation expense recognized on any date, for stock options and RSUs granted, is at least equal to the vested portion of the award on that date.

Our PSUs require management to make assumptions regarding the probability of achieving specified performance levels established at the time of grant, and recognize stock-based compensation expense using the straight-line method over the requisite service period.

The probability of achieving the specified performance levels is reviewed on a quarterly basis to ensure the amount of stock-based compensation expense appropriately reflects the expected achievement.

For our ESPP, compensation expense is recognized on a straight-line basis over the offering period.

Stock-based awards are subject to the continued employment and continued service at the time of vesting by employees and non-employee directors, respectively.

Compensation expense for stock-based awards is recorded net of estimated forfeitures, which are based on historical forfeiture rates and are revised if actual forfeitures differ from those estimates.

Research and Product Development Costs

We do not have a separate research and product development ("R&D") department, but rather these costs primarily consist of non-compensatory employee expenses, such as salaries and related benefits for our product development, software engineering and technical support departments and certain third parties, collaborating with our strategists, product and content managers, technologists, sales and other team members to develop new products and process innovations and enhance existing products.

Our R&D costs are expensed as incurred and are primarily recorded in employee compensation costs (included in our Cost of services and SG&A expenses in the Consolidated Statements of Income).

We incurred research and product development costs of $ 255.1 million, $ 250.1 million and $ 224.0 million during fiscal years 2022, 2021 and 2020, respectively.

We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards.

We do not have a separate research and product development ("R&D") department, but rather these costs primarily consist of employee expenses, such as salaries and related benefits for our product development, software engineering and technical support departments, and certain third parties.

These teams collaborate with our strategists, product and content managers, technologists, sales and other team members to develop new products and process innovations and enhance existing products.

Our R&D costs are expensed as incurred and are primarily recorded in employee compensation costs, which are included in our Cost of services and Selling, general and administrative ("SG&A") expenses in the Consolidated Statements of Income, dependent on the nature of the team.

We incurred R&D costs of $ 267.4 million, $ 255.1 million and $ 250.1 million during fiscal 2023, 2022 and 2021, respectively.

Ta ble of C onte nts

We account for income taxes using the asset and liability method.

Under this method deferred tax assets and liabilities are recorded for the temporary differences between the financial statement and the tax basis of assets and liabilities.

In addition, deferred tax assets and liabilities are recorded for net operating loss carryforwards ("NOLs") and tax credit carryforwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which they are expected to be realized or settled.

Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the amount that is more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such posit ions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

We classify the liability for unrecognized tax benefits as Taxes Payable (non-current) and to the extent that we anticipate payment of cash within one year, the benefit will be classified as Taxes Payable (current) in the Consolidated Balance Sheets.

We accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws, and classify this interest as income tax expense in the Consolidated Statements of Income.

Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the amount that is more likely than not (defined as a likelihood of more than 50%) to be realized.

Applicable accounting guidance prescribes a comprehensive model for financial statement recognition, measurement, classification and disclosure of uncertain tax positions that a company has taken or expects to take on a tax return.

We follow a two-step approach in recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not (defined as a likelihood of more than 50%) that a tax position will be sustained based on its technical merits as of the reporting date.

The second step, for those positions that meet the recognition criteria, is to measure and recognize the largest amount of benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority.

We classify the liability for unrecognized tax benefits as Taxes Payable (non-current) and to the extent we anticipate payment of cash within one year, the benefit is classified as Current taxes payable in the Consolidated Balance Sheets.

The determination of liabilities related to uncertain tax positions and associated interest and penalties requires significant estimates and assumptions;

as such, there can be no assurance that we will accurately predict the outcomes of these audits.

For this reason and due to ongoing audits by multiple tax authorities, we regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions.

We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate.

To the extent that the final outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made.

We accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws, and classify this interest as Provision for income taxes in the Consolidated Statements of Income and Current taxes payable or Taxes payable (non-current), based on the expected timing of the payment, within the Consolidated Balance Sheets.

Cash and Cash Equivalents

2 unchanged sentences

Accounts Receivable

Accounts receivable are recorded at the invoiced amount, net of an allowance for any pote ntial uncollectible amounts.

Our accounts receivable includes unbilled receivables that are short-term in nature and expected to be billed and earned within one year.

Accounts receivable are recorded at the invoiced amount, net of an allowance for any potential uncollectible amounts.

Accounts receivable also includes unbilled receivables reflecting revenues earned but not yet invoiced.

Amounts included in accounts receivable are expected to be collected within one year.

We evaluate our allowance to include expected credit losses and collectability trends based on a variety of factors, including our historical write-off activity, current economic environment, customer-specific information and expectations of future economic conditions.

Our allowance is recorded to SG&A in the Consolidated Statements of Income and w e assess the adequacy of the allowance on a quarterly basis.

Our allowance is recorded to SG&A in the Consolidated Statements of Income and we assess the adequacy of the allowance on a quarterly basis.

Recoveries of accounts previously reserved are recognized as a reversal to SG&A when payment is received.

We write-off account balances when we have exhausted our collection ef forts.

We write-off accounts receivable balances when we have exhausted our collection efforts.

Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization.

Property and equipment is depreciated based on the straight-line method over the estimated useful lives of the assets, ranging from three to five years for computers and related equipment and seven years for furniture and fixtures.

Property, equipment and leasehold improvements ("PPE") are stated at cost, less accumulated depreciation and amortization.

Property and equipment are depreciated based on the straight-line method over the estimated useful lives of the assets, ranging from three to five years for computers and related equipment and seven years for furniture and fixtures.

Leasehold improvements are amortized on a straight-line basis over the shorter of their respective useful lives or the related lease term.

Repairs and maintenance expenditures, which are not considered leasehold improvements, and do not extend the useful life of the property and equipment, are expensed as incurred.

We perform a qualitative review of the carrying amount of our property, equipment and leasehold improvements on a quarterly basis.

Should projected undiscounted future cash flows be less than the carrying amount of the asset or asset group, an impairment charge reducing the carrying amount to fair value is required.

Goodwill at the reporting unit level is tested for impairment annually, and more frequently if impairment indicators exist.

We review our PPE to determine if any indicators of impairment are present on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

If indicators of impairment are

Ta ble of C onte nts

present, the asset group is 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.

In addition, we periodically evaluate the estimated remaining useful lives of long-lived intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation or amortization.

We recognize the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date as goodwill.

Goodwill is not amortized but is tested for impairment at the reporting unit level annually, or more frequently if impairment indicators occur.

Goodwill is deemed to be impaired and written-down in the period in which the carrying value of the reporting unit exceeds its fair value.

We have three reporting units, Americas, EMEA and Asia Pacific, which are consistent with our operating segments.

We may first elect to perform a qualitative analysis for the reporting units to determine whether it is more likely (a likelihood of more than 50 percent) than not the fair value of the reporting unit is less than its carrying value.

In performing a qualitative assessment, we consider such factors as macro-economic conditions, industry and market conditions in which we operate, including the competitive environment and significant changes in demand for our services.

We also consider the share price both in absolute terms and in relation to peer companies.

When assessing goodwill for impairment, we may first elect to perform a qualitative analysis for the reporting units to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying value.

If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less than its carrying amount or if we elect not to perform a qualitative analysis, a quantitative analysis is performed to determine whether a goodwill impairment exists.

The quantitative goodwill impairment analysis is used to identify potential impairment by comparing the carrying amount of a reporting unit with its fair value, by applying the income approach, utilizing the discounted cash flow method, along with other relevant market information.

The annual review of carrying value of goodwill requires us to develop estimates of future business performance.

These estimates are used to derive expected cash flows and include assumptions regarding future sales levels and the level of working capital needed to support a given business.

The discounted cash flow model also includes a determination of our weighted average cost of capital by reporting unit.

Cost of capital is based on assumptions about interest rates, as well as a risk-adjusted rate of return required by our equity investors.

Changes in these estimates can impact present value of expected cash flows used in determining fair value of a reporting unit.

An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized.

The loss recognized would not exceed total amount of goodwill allocated to that reporting unit.

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2022 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.

The quantitative goodwill impairment analysis is used to identify potential impairment by comparing the carrying amount of a reporting unit with its fair value.

To perform this analysis, we apply the income approach which utilizes discounted cash flows, along with other relevant market information.

The annual review of the carrying value of goodwill requires us to develop estimates of expected cash flows by reporting unit, based on future business performance, discounted by their respective weighted average cost of capital.

Changes in our estimates can impact the present value of expected cash flows used in determining fair value of a reporting unit.

If the carrying value of the reporting unit exceeds the fair value, then the goodwill is considered impaired and written down to the reporting unit’s fair value.

The impairment loss for the reporting unit cannot exceed the carrying amount of the goodwill allocated to that reporting unit.

Intangible Assets

Acquired Intangible Assets

Our identifiable intangible assets are classified as an ABA business process, client relationships, software technology, developed technology, acquired databases, data content and trade names resulting from previous acquisitions.

We amortize intangible assets over their estimated useful lives, which are evaluated annually to determine whether events and circumstances warrant a revision to the remaining period of amortization.

If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful li fe.

Amortizable intangible assets are tested for impairment qualitatively on a quarterly basis, based on undiscounted cash flows, and, if impaired, written down to fair value based on discounted cash flows.

The intangible assets have no assigned residual values.

Internally Developed Software

Our developed technology intangible also includes capitalized internal and external costs incurred during the application development stage related to developing, modifying or obtaining software for internal-use.

We amortize intangible assets over their estimated useful lives, assuming no residual value.

We evaluate the useful lives annually to determine whether events and circumstances warrant a revision to the remaining period of amortization.

If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life.

Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset group is not recoverable.

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.

Developed Technology

Our developed technology intangible assets include capitalized internal-use software related to internal and external costs incurred during the application development stage related to developing, modifying or obtaining software for internal-use.

Costs related to software upgrades and enhancements are capitalized if it is determined that these upgrades or enhancements provide additional functionality to the software.

2 unchanged sentences

Our lease portfolio consists of operating leases primarily related to our office space.

We determine if an arrangement qualifies as a lease at inception by evaluating if there is an identified asset and whether we obtain substantially all the economic benefits of and have the right to control th e use of an asset.

For operating leases with a term greater than one year, we recognize operating lease assets and lease liabilities as the present value of future minimum lease payments (including fixed lease payments and certain qualifying index-based variable payments) over the reasonably certain lease term beginning at the

commencement date.

Certain adjustments to our lease right-of-use ("ROU") assets may be required due to prepayments, lease incentives received and initial direct costs incurred.

Operating leases are included in operating Lease right-of-use assets, net , Current lease liabilities and Long-term lease liabilities on our Consolidated Balance Sheets.

Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate ("IBR") at the lease commencement date in determining the present value of future payments and subsequently reassessed upon a modification to the lease arrangement.

For operating leases with a term greater than one year, we recognize lease right-of-use ("ROU") assets and lease liabilities as the present value of future minimum lease payments over the reasonably certain lease term beginning at the commencement date.

The future minimum lease payments include fixed lease payments and certain qualifying index-based variable payments.

Our lease ROU assets may further be impacted by prepayments, lease

Ta ble of C onte nts

incentives received and initial direct costs incurred.

Our operating leases are classified within Lease right-of-use assets, net, Current lease liabilities and Long-term lease liabilities on our Consolidated Balance Sheets.

Our leases generally do not have a readily determinable implicit rate, therefore we use our incremental borrowing rate ("IBR") at the lease commencement date, or on the date of lease modification, if applicable, in determining the present value of future payments.

Our IBR is derived by selecting U.S.

2 unchanged sentences

Certain of our lease agreements include options to extend and options to terminate the lease, which we do not include in our minimum lease terms unless management is reasonably certain to exercise.

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).

Variable lease payments are not included in the calculation of the lease ROU asset and lease li ability and are recognized as occupancy costs and expensed as incurred.

We review our lease assets for impairment when there is an indication that the asset may no longer be recoverable.

The impairment assessment re quires significant judgments and estimates, including estimated subtenant rental income, discount rates and future cash flows based on our experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

Variable lease payments are not included in the calculation of lease ROU assets and lease liabilities and are expensed as incurred within occupancy costs.

We review our lease ROU assets for impairment when there is an indication that an asset may no longer be recoverable.

The impairment assessment requires significant judgments and estimates, including estimating subtenant rental income, calculating an appropriate discount rate and assessing other applicable future cash flows associated with the leased location.

These estimates are based on our experience and knowledge of the market in which the property is located, previous efforts to dispose of similar assets and the assessment of existing market conditions.

Impairments are recognized as a reduction to the carrying value of the Lease right-of-use assets, net with a corresponding increase to Asset impairments on our Consolidated Balance Sheets and Consolidated Statements of Income, respectively.

Accrued Compensation

Compensation costs primarily include costs related to salaries, incentive compensation and sales commissions, equity compensation costs, benefits, employment taxes, and any applicable restructuring costs.

A significant portion of these costs are discretionary.

We review our accrued compensation estimates on a quarterly basis to adjust our accruals, taking into account, among other thing, our financial results, how our overall performance tracks against management’s expectations, the individual employee's performance and historical performance.

Derivative Instruments

We use derivative financial instruments (“derivatives”) to manage exposure to foreign currency exchange rates and variable interest rates.

Our primary objective in holding derivatives is to reduce the volatility in cash flows associated with foreign currency fluctuations and funding activities arising from changes in interest rates.

We do not employ derivatives for trading or speculative purposes.

Foreign Currency Forward Contracts

We conduct business outside the U.S.

in several currencies.

Our primary currency exposures include the British Pound Sterling, Euro, Indian Rupee, and Philippine Peso.

As such, we are exposed to movements in foreign currency exchange rates relative to the U.S.

We utilize derivative instruments (foreign currency forward contracts) to manage the exposures related to the effects of foreign exchange rate fluctuations in our operating expenses and reduce the volatility of earnings and cash flows associated with changes in foreign currency.

As we conduct business outside the U.S.

in several currencies, we utilize derivative instruments (foreign currency forward contracts) to mitigate our currency exposures from fluctuations in foreign currency exchange rates that can create volatility in our results of operations, cash flows and financial condition.

Our primary currency exposures include the Indian Rupee, Euro, British Pound Sterling and Philippine Peso.

In designing a specific hedging approach, we consider several factors, including offsetting exposures, significance of exposures, forecasting risk and potential effectiveness of the hedge.

Interest Rate Swap Agreement

We use interest rate swap agreements to hedge the variability of our cash flows resulting from floating interest rates on our debt.

We pay interest at a fixed interest rate at specified intervals in exchange for receiving interest based on a floating interest rate that we are hedging per the contractual terms of our debt agreement, throughout the life of the interest rate swap agreement.

We leverage interest rate swap agreements to hedge the variability of our cash flows resulting from floating interest rates on our debt.

Through a swap agreement, for the portion of the debt that is hedged, we pay interest at a fixed interest rate as opposed to a floating interest rate per the contractual terms of our debt agreement, at specified intervals throughout the life of the interest rate swap agreement.

Derivative Instrument Classification

For derivative instruments that we designate at inception and that qualify as a cash flow hedge in accordance with applicable accounting guidance, the changes in fair value for these cash flow hedges are initially reported as a component of accumulated other comprehensive loss ("AOCL") and subsequently reclassified to the Consolidated Statements of Income within SG&A for the foreign currency forward contract and interest expense for the interest rate swap agreements, when the hedged exposure affects earnings.

All derivatives are assessed for effectiveness at each reporting period and we do not have any derivatives not designated as hedging instruments.

We do not enter into cash flow hedges for trading or speculative purposes.

At inception of the hedge accounting relationship and on a quarterly basis, we formally assess whether derivatives designated as cash flow hedges are highly effective in offsetting changes to the forecasted cash flows of the hedged items.

If the cash flow hedges are deemed to be highly effective, the gain or loss on the cash flow hedges are initially reported as a component of Accumulated other comprehensive loss ("AOCL") on the Consolidated Balance Sheets.

These changes are subsequently reclassified to the Consolidated Statements of Income and recorded in SG&A for the foreign currency forward contracts and Interest expense for the interest rate swap agreements, when the hedged exposure affects earnings.

All our derivatives are assessed for effectiveness at each reporting period and are designated as hedging instruments.

Treasury Stock

We account for repurchased common stock at the market price on the trade date under the cost method, with the treasury shares included as a reduction of our Stockholders’ equity.

Repurchased shares of our common stock are held as treasury shares until

they are reissued or retired.

When treasury shares are reissued, if the issuance price is higher than the average price paid to acquire the shares ("the cost"), the excess of the issuance price over the cost is credited to additional paid-in capital ("APIC").

We account for treasury stock under the cost method and include treasury stock as a component of Stockholders' equity on the Consolidated Balance Sheets.

We may repurchase shares of our common stock under our share repurchase program in the open market and via privately negotiated transactions, subject to market conditions.

Repurchased shares of our common stock are recorded at the market price on the trade date and are held as treasury shares until they are reissued or retired.

When treasury

Ta ble of C onte nts

shares are reissued, if the issuance price is higher than the average price paid to acquire the shares ("the cost"), the excess of the issuance price over the cost is credited to additional paid-in capital ("APIC").

If the issuance is lower than the cost, the difference is first charged against any credit balance in APIC from treasury stock, with the remaining balance charged to Retained earnings.

We account for the formal retirement of treasury shares by deducting its par value from common stock, reflecting any excess of over par value as a reduction to APIC (to the extent created by previous issuances of the shares) and then Retained earnings.

We account for the formal retirement of treasury shares by deducting its par value from common stock, reflecting any excess over par value as a reduction to APIC (to the extent created by previous issuances of the shares) and then Retained earnings.

The Inflation Reduction Act of 2022 ("IRA"), which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

During fiscal 2023, we reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased, and recorded a corresponding liability for the excise taxes payable in Accounts payable and accrued expenses on the Consolidated Balance Sheets.

Fair Value Measurements

1 unchanged sentence

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.

The inputs to these methodologies consider market comparable information taking into account the principal or most advantageous market in which we would transact.

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.

3 unchanged sentences

Certain wholly-owned subsidiaries operate under a functional currency different from the U.S.

dollar, including our primary currency exposures of the British Pound Sterling, Euro, Indian Rupee, and Philippine Peso.

dollar, including our primary currency exposures of the Indian Rupee, Euro, British Pound Sterling and Philippine Peso.

The financial statements of our foreign subsidiaries that are local currency functional are translated into U.S.

dollars using period-end rates of exchange for assets and liabilities, and average rates for the period for revenues and expenses.

The resulting translation gains and losses that arise from translating these assets, liabilities, revenue and expenses of our foreign operations are recorded in AOCL as a component of stockholders’ equity.

dollars using period-end rates of exchange for assets and liabilities and average monthly rates for revenues and expenses.

The resulting translation gains and losses that arise from translating these assets, liabilities, revenues and expenses of our foreign operations are recorded in AOCL in the Consolidated Balance Sheets.

For the financial statements of our foreign subsidiaries that are U.S.

1 unchanged sentence

dollars at the average rates of exchange for the period, monetary assets and liabilities using period-end rates and non-monetary assets and liabilities at their historical rates.

The resulting remeasurement gains and losses that arise from remeasuring these assets and liabilities of our foreign operations are recorded to SG&A in the Consolidated Statements of Income.

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 present a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.

The resulting remeasurement gains and losses that arise from remeasuring the assets and liabilities of our foreign operations are recorded to SG&A in the Consolidated Statements of Income.

Concentrations of Credit Risk

Credit risk arises from the potential nonperformance by counterparties to fulfill their financial obligations.

Our financial instruments that potentially subject us to concentrations of credit risk consist primarily of our cash and cash equivalents, accounts receivable, investments in mutual funds and derivative instruments.

The maximum credit exposure of our cash and cash equivalents, accounts receivable and investments in mutual funds is their carrying values as of the balance sheet date.

The maximum credit exposure related to our derivative instruments is based upon the gross fair values as of the balance sheet date.

Cash and Cash Equivalents and Investments

We are exposed to credit risk on our cash and cash equivalents and investments in mutual funds in the event of default by the financial institutions with which we transact.

We invest our cash and cash equivalents and investments in mutual funds in accordance with our restrictive cash investment practices with the primary objective to preserve capital and maintain liquidity while minimizing our exposure to credit risk.

We have not experienced any losses in such accounts and we limit our exposure to credit loss by placing our cash and cash equivalents and investments in mutual funds with multiple financial institutions that we believe are high-quality and credit-worthy.

Ta ble of C onte nts

Accounts Receivable

Our accounts receivable are subject to collection risk as they are unsecured and derived from revenue earned from clients located around the globe.

Our accounts receivable credit risk is dependent upon the financial stability of our individual clients.

Our receivable reserve was $ 7.8 million and $ 2.8 million as of August 31, 2023 and August 31, 2022, respectively.

We do not require collateral from our clients;

We maintain reserves for potential write-offs and evaluate the adequacy of the reserves periodically.

These losses have historically been within expectations.

No single client represented more than 3% of our total subscription revenue in any period presented.

As of August 31, 2022 and 2021, the receivable reserve was $ 2.8 million and $ 6.4 million, respectively.

however, no single client represented more than 3.5% of our total subscription revenues in any fiscal year presented.

Our concentration of credit risk related to our accounts receivable is generally limited, due to our large and geographically dispersed client base.

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 distribute contracts among these institutions to reduce the concentration of credit risk.

To mitigate credit risk, we limit counterparties to financial institutions we believe are credit-worthy 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 Content Providers

We integrate data from various third-party sources into our hosted propriety data and analytics platform, which our clients access to perform their analyses.

Concentrations of Data Providers

We integrate data from various third-party sources into our hosted proprietary data and analytics platform.

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 year ended August 31, 2022.

We are not dependent on any individual third-party data supplier to meet the needs of our clients, with only two data suppliers each representing more than 10 % of our total data costs for the year ended August 31, 2023.

Concentrations of Cloud Providers

Our clients rely on us for the delivery of time-sensitive, up-to-date data and applications.

Our business is dependent on our ability to process substantial volumes of data and transactions rapidly and efficiently.

We currently use multiple providers of cloud services;

however, one supplier provided the majority of our cloud computing support for fiscal 2023.

We maintain back-up facilities and other redundancies at our major data centers, take security measures and have emergency planning procedures to minimize the risk that an event will disrupt our operations.

Recently Adopted Accounting Pronouncements

As of the beginning of fiscal 2022, we implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards Board ("FASB") that were in effect.

Income Tax Simplification

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740);

Simplifying the Accounting for Income Taxes , 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.

We have adopted this standard effective September 1, 2021.

The adoption of this standard did not have an impact on our Consolidated Financial Statements.

Business Combinations

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) rather than adjust them to fair value at the acquisition date.

We elected to early adopt this accounting standard in the second quarter of fiscal 2022, with retrospective application to business combinations that occurred in the current fiscal year.

Results of operations for quarterly periods prior to September 1, 2021 remain unchanged as a result of the adoption of ASU No.

The acquisitions of CGS and Cobalt Software, Inc.

were accounted for in accordance with ASU 2021-08.

Refer to Note 6 , Acquisitions for further information.

The adoption of this standard did not have a material impact on our Consolidated Financial Statements.

We did not adopt any new standards or updates issued by the Financial Accounting Standards Board ("FASB") during fiscal 2023 that had a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848);

Facilitation of the Effects of Reference Rate Reform on Financial Reportin g, to provide optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by the anticipated transition from the London Interbank Offered Rate ("LIBOR").

As a result of the reference rate reform initiative, certain widely used reference rates such as LIBOR 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 LIBOR or other benchmark interest rates with new rates.

The guidance is effective upon issuance and may be applied through December 31, 2022.

On March 1, 2022, we repaid in full and terminated the 2019 Credit Agreement, which bore interest based on the LIBOR rate.

Concurrently, on March 1, 2022, we entered into the 2022 Credit Agreement, which bears interest based on rates other than LIBOR.

As such, the adoption of this standard will not have an impact on our Consolidated Financial Statements.

Refer to Note 12, Debt for definitions of these terms and more information on the 2019 Credit Agreement and 2022 Credit Agreement.

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% corporate minimum income tax of 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;

however, 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 August 31, 2022 have had or are expected to have a material impact on our Consolidated Financial Statements.

There were no new accounting pronouncements issued or effective as of August 31, 2023 that had, or are expected to have, a material impact on our Consolidated Financial Statements.

REVENUE RECOGNITION

We derive most of our revenues by providing client access to our multi-asset solutions powered by our suite of connected content available over the contractual term (referred to as the "hosted platform").

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

The Hosted Platform is a subscription-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 enabling differentiating characteristics for issuers and their financial instruments (referred to as the "Identifier Platform").

We determined that the majority of our contracts with clients, whether for our Hosted Platform or Identifier Platform services, each represent 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 us, we apply an output time-based measure of progress as the client is simultaneously receiving and consuming the benefits of the platform.

We record revenues for these contracts using the over-time revenue recognition model as a client is invoiced or performance is satisfied.

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 services and products, 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.

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.

Due to our election of the practical expedient, we do not consider payment terms as a financing component within a client contract when, at contract inception, the period between the transfer of the promised services to the client and the payment timing for those services will be one year or less.

Ta ble of C onte nts

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.

There are no significant judgments that would impact the timing of revenue recognition.

Disaggregated Revenues

1 unchanged sentence

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 geog raphic locations.

Segment revenues reflect sales to our clients based on their respective geographic locations.

Refer to Note 18, Segment Information , for further information.

The following table presents this disaggregation by segment:

The following table presents revenues disaggregated by segment:

Years ended August 31,

(in thousands) 2023 2022 2021

2022 2021 2020

Americas $ 1,335,484 $ 1,173,946 $ 1,008,046

1 unchanged sentence

Asia Pacific 210,181 185,667 155,699

Total Revenue

$ 1,843,892 $ 1,591,445 $ 1,494,111

Total Revenues $ 2,085,508 $ 1,843,892 $ 1,591,445

We have not disclosed revenues from external clients by product and service, as it is impracticable for us to do so.

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.

In determining fair value, the use of various valuation methodologies, including market, income and cost approaches are permissible.

The inputs to these methodologies consider market comparable information, taking into account the principal or most advantageous market in which we would transact, when pricing the asset or liability.

Fair Value Hierarchy

1 unchanged sentence

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.

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.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level 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.

These Level 1 assets and liabilities include our 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;

1 unchanged sentence

or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Our 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.

1 unchanged sentence

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 August 31, 2023 and 2022.

We did not have any transfers between levels of fair value measuremen ts during the periods presented.

We held no Level 3 assets or liabilities measured at fair value on a recurring basis as of August 31, 2022 and 2021.

We did not have any transfers between levels of fair value measurements during fiscal 2023 and 2022.

Ta ble of C onte nts

(in thousands) Fair Value Measurements at August 31, 2023

Level 1 Level 2 Total

Corporate money market funds (1)

Level 1 Level 2 Level 3

Money market funds (1)

$ 137,125 $ — $ — $ 137,125

6 unchanged sentences

$ — $ 608 $ — $ 608

Contingent liability (4)

— — 8,008 8,008

Total liabilities measured at fair value $ — $ 608 $ 8,008 $ 8,616

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

Level 1 Level 2 Total

Corporate money market funds (1)

Level 1 Level 2 Level 3 Total

Money market funds (1)

$ 179,330 $ — $ — $ 179,330

7 unchanged sentences

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 classified as Level 1 assets and 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.

(1) Our money market funds are readily convertible into cash and the net asset value of each fund on the last day of the reporting period is used to determine its fair value.

Our money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheets.

(2) Our mutual funds' fair value is 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 classified as Level 2 and are included in Investments (short-term) within the Consolidated Balance Sheets.

Our mutual funds are included in Investments 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 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 our interest rate swap agreements, we utilize 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 5 , Derivative Instruments for more information on our derivative instruments designed as cash flow hedges and their classification within the Consolidated Balance Sheets.

The 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.

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.

(4) The contingent liability resulted from the acquisition of a business during fiscal 2023 .

This liability reflects the present value of po tential future payments that are contingent upon the achievement of certain specified milestones.

The acquisition date fair value of the contingent liability was $ 7.9 million and was valued using a scenario-based method.

This method incorporates unobservable inputs and assumptions made by management, including the probability of achieving specified milestones, expected time until payment and the discount rate.

The fair value of the contingent liability is remeasured each reporting period until the contingency is resolved, with any changes in fair value recorded in SG&A in the Consolidated Statements of Income.

The change in the fair value of the contingent liability from the acquisition date through August 31, 2023 was driven by the passage of time, with no changes made to key assumptions used in our fair value estimates.

Ta ble of C onte nts

(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.

Assets that are measured at fair value on a non-recurring basis primarily relate to our tangible fixed assets, lease ROU assets, goodwill and intangible assets.

The fair values of these non-financial assets 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.

During the twelve months ended August 31, 2022, we incurred an impairment charge of $ 62.2 million related to our lease ROU assets and property, equipment and leasehold improvements associated with vacating certain leased office space.

For those locations we anticipate subleasing, we estimated the fair value of the lease ROU assets as of the cease use date, using a market approach, based on expected future cash flows from sublease income.

To complete this assessment we relied on certain assumptions, which included estimates of the rental rate, period of vacancy, incentives and annual rent increases.

We fully impaired the lease ROU assets for locations we will not sublease and substantially all the property, equipment and leasehold improvements associated with the related vacated leased office space as there are no expected cash flows related to these items.

Asset impairments in the Consolidated Statements of Income were $ 25.9 million and $ 64.3 million during fiscal 2023 and 2022, respectively, to reflect the difference between the fair market value and carrying value of certain assets.

These impairments were mainly driven by an $ 18.0 million and $ 62.2 million charge during fiscal 2023 and 2022, respectively, related to our lease ROU assets and PPE.

These charges were associated with vacating certain leased office space to resize our real estate footprint for the hybrid work environment.

For those locations we anticipated subleasing, we estimated the fair value of the lease ROU assets as of the cease use date, using a market approach, based on expected future cash flows from sublease income.

To complete this assessment we relied on certain ass umptions, which included estimates of the rental rate, period of vacancy, incentives and annual rent increases.

As there were no expected future cash flows associated with lease ROU assets for locations we will not sublease nor PPE associated with the related vacated leased office space, we determined these assets had no remaining fair value and were fully impaired.

Due to the subjective nature of the unobservable inputs used, the fair value measurement for the asset impairments are classified within Level 3 of the fair value hierarchy.

The remaining asset impairments for fiscal 2023 and 2022 were $ 7.9 million related to impairment of Developed technology and Trade names and $ 2.1 million related to Developed technology, respe ctively.

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.

We elected not to carry our Long-term debt on the Consolidated Balance Sheets at fair value.

The carrying value of our Long-term debt is net of related unamortized discounts and debt issuance costs.

Our Senior Notes are publicly traded;

therefore, the fair value of our Senior Notes is estimated based on quoted prices in active markets as of the reporting date, 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.

The fair value of our 2019 Revolving Credit Facility approximated its carrying value as it bore interest at a floating interest rate, which is considered a Level 2 input.

On March 1, 2022, we repaid in full and terminated the 2019 Credit Agreement.

Refer to Note 12, Debt for definitions of these terms and more information on the Senior Notes, 2022 Credit Facilities, 2019 Revolving Credit Facility and 2019 Credit Agreement.

The following table summarizes the outstanding principal amount, estimated fair value and related hierarchy level, unamortized discounts debt issuance costs and net carrying value of our debt as of August 31, 2022 and 2021.

Refer to Note 12, 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 August 31, 2023 and 2022:

August 31, 2023 August 31, 2022

4 unchanged sentences

2022 Revolving Facility Level 3 250,000 246,875 250,000 249,075

2019 Revolving Credit Facility Level 2 — — 575,000 575,000

Total principal amount $ 1,625,000 $ 1,507,871 $ 2,000,000 $ 1,908,780

1 unchanged sentence

Total net carrying value of debt $ 1,612,700 $ 1,982,424

Ta ble of C onte nts

DERIVATIVE INSTRUMENTS

Cash Flow Hedges

Foreign Currency Forward Contracts

We conduct business outside the U.S.

in several currencies including the British Pound Sterling, Euro, Indian Rupee, and Philippine Peso.

As such, we are exposed to movements in foreign currency exchange rates.

We utilize 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.

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.

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, 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, Significant Accounting Policies – Concentrations of Credit Risk , for further discussion on counterparty credit risk.

In designing a specific hedging approach, we 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 foreign currency cash flow hedges during fiscal 2022 or fiscal 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.

As of August 31, 2022, we maintained foreign currency forward contracts to hedge a portion of our exposures related to the British Pound Sterling, Euro, Indian Rupee, and Philippine Peso.

We entered into a series of forward contracts to mitigate our currency exposure ranging from 25 % to 75 % over their respective hedged periods.

The current foreign currency forward contracts are set to mature at various points between the first quarter of fiscal 2023 through the fourth quarter of fiscal 2023.

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 August 31, 2022 and 2021.

We limit counterparties to financial institutions we believe are credit-worthy.

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.

For a derivative that was designated and qualified as a cash flow hedge, the effective portion of the change in fair value of the derivative is recorded in AOCL, net of tax, in the Consolidated Balance Sheets.

Realized gains or losses resulting from settlement of our foreign currency forward contracts and swap agreements are subsequently reclassified into SG&A and Interest expense, respectively, in the Consolidated Statements of Income when the hedges are settled.

All of our derivatives qualified and were designated as cash flow hedges, and none of our derivatives were deemed ineffective for fiscal 2023 and 2022.

Foreign Currency Forward Contracts

As we operate globally, we are exposed to the risk that our financial condition, results of operations and cash flows could be impacted by changes in foreign currency exchange rates.

As of August 31, 2023, we maintained a series of foreign currency forward contracts to hedge a portion of our primary currency exposures of the Indian Rupee, Euro, British Pound Sterling and Philippine Peso.

To mitigate our currency exposure, we entered into these contracts to hedge between 25 % to 75 % of our projected primary currency operating expenses over their respective hedge periods which range from the first quarter of fiscal 2024 through the fourth quarter of fiscal 2024.

The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S.

August 31, 2023 August 31, 2022

(in thousands) Local Currency Amount Notional Contract Amount (USD) Local Currency Amount Notional Contract Amount (USD)

(in thousands) Local Currency USD Local Currency USD

British Pound Sterling £ 45,000 $ 56,098 £ 44,200 $ 55,567

3 unchanged sentences

Total $ 172,644 $ 156,846

Refer to Foreign Currency Exchange Risk in Part II, Item 7A of this Annual Report on Form 10-K for further discussion of our exposure to foreign exchange rate fluctuations.

There was no discontinuance of our foreign currency cash flow hedges during fiscal 2023 and 2022, as such, no corresponding gains or losses related to changes in the value of our contracts were reclassified into earnings prior to settlement.

Refer to Part II, Item 7A.

Quantitative and Qualitative Disclosures About Market Risk , of this Annual Report on Form 10-K for further discussion of our exposure to foreign exchange rate fluctuations.

Interest Rate Swap Agreements

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 interest rate of 1.162 %.

The notional amount of the 2022 Swap Agreement declines by $ 100.0 million on a quarterly basis beginning May 31, 2022 and is maturing on February 28, 2024.

Effective December 30, 2022, we partially novated our 2022 Swap Agreement to equally apportion the then outstanding notional amount of the interest rate swap between two counterparties.

No other terms of the 2022 Swap Agreement were amended, terminated, or otherwise modified.

As of August 31, 2023, the notional amount of the 2022 Swap Agreement was $ 200.0 million.

Ta ble of C onte nts

Refer to Note 12, Debt , for further discussion of our outstanding floating SOFR rate debt and refer to Part II, Item 7A.

Quantitative and Qualitative Disclosures About Market Risk , of this Annual Report on Form 10-K for further discussion of our exposure to interest rate risk on our long-term debt outstanding.

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

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 August 31, 2022, the notional amount of the 2022 Swap Agreement was $ 600.0 million.

We have designated and accounted for the 2022 Swap Agreement as a cash flow hedge with the unrealized gains or losses recorded in AOCL, net of tax, in the Consolidated Balance Sheets.

Realized gains or losses resulting from settlement are subsequently reclassified into Interest expense, net in the Consolidated Statements of Income.

Since its inception on March 1, 2022 and through August 31, 2022, the interest rate swap was considered highly effective.

Refer to Note 12, Debt , for further discussion of the 2022 Credit Facilities.

Refer to Interest Rate Risk in Part II, Item 7A of this Annual Report on Form 10-K for further discussion of our exposure to interest rate risk on our long-term debt outstanding.

The 2020 Swap Agreement hedged a portion of our then outstanding floating London Interbank Offer Rate ("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 in the Consolidated Statements of Income during the third quarter of fiscal 2022, based on its fair market value.

Gross Notional Value and Fair Value of Derivative Instruments

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

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

(in thousands)

4 unchanged sentences

Total cash flow hedges $ 372,644 $ 756,846

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

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

Fair Value of Derivative Instruments

5 unchanged sentences

Total cash flow hedges $ 4,383 $ 12,412 $ 608 $ 8,307

All derivatives were designated as hedging instruments as of August 31, 2022 and 2021, respectively.

Derivatives in Cash Flow Hedging Relationships

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for each of the three fiscal years ended August 31, 2022, 2021 and 2020:

Derivative Recognition

The following table provides the pre-tax effect of derivative instruments in cash flow hedging relationships for the years ended August 31, 2023, 2022 and 2021:

(in thousands)

Gain (Loss) Reclassified in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income Gain (Loss) Reclassified from AOCL into Income

Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income Gain (Loss) Reclassified from AOCL into Income

Derivatives in Cash Flow Hedging Relationships

1 unchanged sentence

Foreign currency forward contracts $ 5,783 $ ( 16,356 ) $ 1,660 SG&A $ ( 3,176 ) $ ( 7,867 ) $ 5,027

Interest rate swap agreement 17,245 745 ( 6,138 ) Interest expense, net 1,854 ( 1,956 ) ( 458 )

Interest rate swap agreement 4,368 17,245 745 Interest expense 13,657 1,854 ( 1,956 )

Total cash flow hedges $ 10,151 $ 889 $ 2,405 $ 10,481 $ ( 6,013 ) $ 3,071

As of August 31, 2023, we estimate that net pre-tax derivative gains of $ 3.8 million included in AOCL will be reclassified into earnings within the next 12 months.

As of August 31, 2022, our cash flow hedges were 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.

As of August 31, 2023, our cash flow hedges were highly effective with no amount of ineffectiveness recorded in the Consolidated Statements of Income.

All components of each derivative’s gain or loss were included in the assessment of hedge effectiveness.

Ta ble of C onte nts

Offsetting of Derivative Instruments

1 unchanged sentence

As of August 31, 2023 and 2022, there were no material amounts recorded net on the Consolidated Balance Sheets.

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"), Cobalt Software, Inc.

We completed acquisitions of several businesses during fiscal 2021 through fiscal 2023 , with the most significant cash flows related to the acquisitions of CGS, Cobalt Software, Inc.

("Cobalt") and Truvalue Labs, Inc.

CUSIP Global Services

On March 1, 2022, we completed the acquisition of CGS, previously operated by S&P Global Inc.

on behalf of the American Bankers Association ("ABA"), for a cash purchase price of $ 1.932 billion, inclusive of working capital adjustments.

C GS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments.

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 is the exclusive provider of Committee on Uniform Security Identification Procedures ("CUSIP") and CUSIP International Number System ("CINS") identifiers globally and also acts as the official numbering agency for International Securities Identification Number ("ISIN") identifiers in the United States and as a substitute number agency for more than 35 other countries.

We believe that the CGS acquisition will significantly expand our critical role in the global capital markets.

CGS, operating on behalf of the American Bankers Association ("ABA"), is the exclusive issuer 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 30 other countries.

We acquired CGS to 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.

12 unchanged sentences

Total purchase price $ 1,931,526

Includes an accounts receivable balance of $ 29.5 million.

Includes a deferred revenues balance of $ 99.4 million.

The CGS acquisitio n was accounted for in accordance with our adoption of ASU No.

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

(2) Included a deferred revenues balance of $ 99.4 million.

The CGS acquisition was accounted for in accordance with ASU No.

2021-08, Business Combinations:

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805);

as such, the deferred revenues did not include a fair value adjustment.

Refer to Note 2, Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Item 8.

of this Annual Report on Form 10-K for more information on ASU No.

Goodwill totaling $ 215.0 million represents the excess of the CGS purchase price over the fair value of net assets acquired, representing future economic benefits that we expect to achieve as a result of the acquisition, and is included in the Americas segment.

Goodwill generated from the CGS acquisition is deductible for income tax purposes.

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.

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 client renewals as a basis for expected future retention.

1 unchanged sentence

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 is not material to our Consolidated Financial Statements.

CGS operates as part of our CTS

Ta ble of C onte nts

workflow solution.

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.

Cobalt is a leading portfolio monitoring platform for the private capital industry.

We acquired Cobalt to scale our data and workflow solutions through targeted investments as part of our multi-year investment plan and to expand 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.

12 unchanged sentences

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 i n 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.

Goodwill totaling $ 41.3 million represents the excess of the Cobalt 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 and EMEA segments and is not deductible for income tax purposes.

The useful life assigned to Software technology considers our historical experience and anticipated technological changes.

The useful life assigned to the Client relationships intangible asset considers the historical client retention as a basis for expected future retention.

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 is not material to our Consolidated Financial Statements.

Pro forma information has not been presented because the effect of the Cobalt acquisition was not material to our Consolidated Financial Statements.

Truvalue Labs, Inc.

On November 2, 2020, we acquired all of the outstanding shares of TVL for a purchase price of $ 41.9 million, net of cash acquired.

TVL is a leading provider of environmental, social, and governance ("ESG") information.

TVL applies artificial intelligence driven technology to over 100,000 unstructured text sources in multiple languages, including news, trade journals, and non-governmental organizations and industry reports, to provide daily signals that identify positive and negative ESG behavior.

The acquisition of TVL further enhances our commitment to providing industry leading access to ESG data across our platforms.

TVL is a leading provider of sustainability information.

We acquired TVL to further enhance our commitment to providing industry leading access to sustainability data across our platforms.

The TVL 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 TVL acquisition during the third quarter of fiscal 2021.

Ta ble of C onte nts

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

11 unchanged sentences

Total purchase price $ 41,916

Goodwill totaling $ 30.1 million represents the excess of the TVL purchase price over the fair value of net assets acquired and is included in the Americas segment.

Goodwill generated from the TVL acquisition is not deductible for income tax purposes.

Goodwill totaling $ 30.1 million represents the excess of the TVL 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 not deductible for income tax purposes.

The results of TVL's operations have been included in our Consolidated Financial Statements, within the Americas segment, beginning with its acquisition on November 2, 2020.

9 unchanged sentences

Property, equipment and leasehold improvements, net $ 86,107 $ 80,843

Depreciation expense was $ 24.3 million, $ 30.4 million and $ 32.2 million for fiscal years 2022, 2021 and 2020, respectively.

During fiscal 2022, we incurred an impairment charge of $ 30.7 million for property, equipment and leasehold improvements related to vacating certain leased office space.

Refer to Note 4, Fair Value Measures , for more information on the property, equipment and leasehold improvements assets impairment methodology.

Changes in the carrying amount of goodwill by segment for fiscal years ended August 31, 2022 and 2021 are as follows:

Depreciation expense was $ 18.1 million, $ 24.3 million and $ 30.4 million for fiscal 2023, 2022 and 2021, respectively.

During fiscal 2023 and 2022, we incurred impairment charges of $ 3.6 million and $ 30.7 million, respectively, for PPE related to vacating certain leased office space.

The impairment charges are included within Asset impairments in the Consolidated Statements of Income.

Ref er to Note 4, Fair Value Measures , for more information on the PPE impairment methodology.

During fiscal 2023, we disposed of fully depreciated assets that were no longer in use and derecognized these assets and related accumulated depreciation from the Consolidated Balance Sheets.

Ta ble of C onte nts

Changes in the carrying amount of goodwill by segment for the years ended August 31, 2023 and 2022 are as follows:

(in thousands) Americas EMEA Asia Pacific Total

6 unchanged sentences

Balance at August 31, 2023 $ 704,759 $ 297,734 $ 2,243 $ 1,004,736

Goodwill is not amortized as it is estimated to have an indefinite life.

At least annually, we are required to test goodwill at the reporting unit level, which is consistent with our segments, for potential impairment, and, if impaired, we write down our goodwill to fair value based on the present value of discounted cash flows.

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2022 utilizing a qualitative analysis, consistent with the timing and methodology of previous years.

We concluded it was more likely than not that the fair value of each of our segments was not less than its respective carrying value and no impairment charge was required.

We performed our annual goodwill impairment test during the fourth quarter of fiscal 2023 and 2022.

During fiscal 2023, we utilized a quantitative analysis, electing to bypass the optional qualitative assessment, and concluded there was no impairment as the fair value of each of the Company's reporting units exceeding its carrying value.

During fiscal 2022, we utilized a qualitative analysis and concluded there was no impairment as it was more likely than not that the fair value of each of our reporting units was not less than its respective carrying value.

INTANGIBLE ASSETS

7 unchanged sentences

265,315 68,701 196,614 263,163 55,405 207,758

Software technology 5 to 9

122,363 96,567 25,796 121,556 87,207 34,349

Developed technology 3 to 5

2 unchanged sentences

46,000 4,600 41,400 46,000 1,533 44,467

Software technology 2 to 10

142,395 108,702 33,693 122,363 96,567 25,796

Data content 7 to 20

35,021 28,508 6,513 32,305 24,973 7,332

Non-compete agreements 4

290 12 278 — — —

Trade names 15

3 unchanged sentences

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 excluding those acquired from CGS at August 31, 2022 was 9.6 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.

We have not identified a material impairment, nor a material change to the estimated remaining useful lives of our intangible assets during fiscal years 2022 and 2021.

The weighted average useful life of our intangible assets at August 31, 2023, excluding those acquired from CGS, was 8.9 years.

During fiscal 2023 and 2022, we incurred impairment charges of $ 7.9 million related to impairment of Developed technology and Trade names and $ 2.1 million related to Developed technology, respectively, which is included in Asset impairments in the Consolidated Statements of Income.

We did not identify a material change to the estimated remaining useful lives of our intangible assets during fiscal 2023 and 2022.

The intangible assets have no assigned residual values.

Amortization expense recorded for intangible assets was $ 62.4 million, $ 31.5 million, and $ 25.4 million during fiscal years 2022, 2021, and 2020, respectively.

Amortization expense recorded for intangible assets was $ 87.3 million, $ 62.4 million, and $ 31.5 million during fiscal 2023, 2022, and 2021, respectively.

Ta ble of C onte nts

As of August 31, 2023, estimated intangible asset amortization expense for each of the next five years and thereafter are as follows:

Fiscal Year (in thousands)

Estimated Amortization Expense

(in thousands) Estimated Amortization Expense

Fiscal Years Ended August 31,

2024 $ 91,788

1 unchanged sentence

Total $ 1,859,202

We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business.

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 and Components for Income Taxes

Deferred income taxes are recorded for the temporary differences between the financial statement and the tax basis of assets and liabilities using currently enacted tax rates.

Income Taxes Provision and Components of Income Taxes

The provision for income taxes is as follows:

8 unchanged sentences

Effective tax rate 19.8 % 10.5 % 14.5 %

Ta ble of C onte nts

The components of the provision for income taxes consist of the following:

10 unchanged sentences

Total provision for income taxes $ 115,781 $ 46,677 $ 68,027

The fiscal 2022 provision for income taxes decreased 31.4 % to $ 46.7 million, compared with $ 68.0 million in fiscal 2021.

This decrease was primarily driven by lower pretax income and $ 11.7 million in higher tax benefits from the exercise of stock options for fiscal 2022, compared with the prior year period.

Our effective tax rate is based on recurring factors and non-recurring events, including the taxation of foreign income.

Our effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as discrete and other non-recurring events that may not be predictable.

Our effective tax rate is lower than the applicable U.S.

corporate income tax rate for fiscal 2022 driven mainly by research and development ("R&D") tax credits, a foreign derived intangible income ("FDII") deduction and a tax benefit from the exercise of stock options.

Our effective tax rate will vary based on, among other things, changes in levels of foreign income, as well as other non-recurring events.

The following table presents a reconciliation between the U.S.

11 unchanged sentences

Stock-based payments ( 2.2 ) ( 3.4 ) ( 2.2 )

One-time adjustment (1)

Other, net ( 0.4 ) ( 1.4 ) 0.4

Effective tax rate 19.8 % 10.5 % 14.5 %

We are permanently reinvested in all foreign unremitted earnings, except in jurisdictions where earnings can be repatriated substantially free of tax.

It is not practicable to determine the amount of unremitted earnings that are permanently reinvested and the taxes that would be payable if these amounts were repatriated to the U.S.

(1) During fiscal 2023, we recorded an out-of-period adjustment related to a review and analysis of certain tax positions, resulting in a one-time net charge of $ 22.1 million.

The adjustment related to the accounting of tax balance sheet accounts.

All local, federal and foreign taxes payable have been paid in a timely manner, subject to normal audits of open years.

Ta ble of C onte nts

Deferred Tax Assets and Liabilities

The significant components of deferred tax assets recorded within the Consolidated Balance Sheets were as follows:

(in thousands) At August 31,

The significant components of deferred tax assets and liabilities recorded within the Consolidated Balance Sheets were as follows:

(in thousands) August 31,

Deferred tax assets:

2 unchanged sentences

Unrealized tax loss on investment — 4,216

Capitalization of R&D costs 58,709 —

Other 21,701 19,943

Total deferred tax assets $ 168,629 $ 100,383

At August 31, 2022, we had pre-tax federal and state net operating loss carryforwards ("NOLs") of approximately $ 34.8 million and $ 13.8 million, respectively.

The carryforwards may be used to offset future taxable income.

The federal NOLs have an indefinite carryforward and the state NOLs have various expiration dates, beginning August 31, 2025.

Utilization of the NOLs may be subject to an annual limitation due to the ownership limitations provided by the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions.

Any annual limitation may result in the expiration of net operating losses before utilization.

The significant components of deferred tax liabilities recorded within the Consolidated Balance Sheets were as follows:

(in thousands) At August 31,

Deferred tax liabilities:

4 unchanged sentences

Total deferred tax liabilities $ 148,137 $ 106,030

Unrecognized Tax Positions

Applicable accounting guidance prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions that a company has taken or expects to take on a tax return.

We recognize the financial effect of an income tax position only if it is more likely than not (greater than 50%) that the tax position will be sustained based on its technical merits of the tax position.

Otherwise, no benefit or expense can be recognized in the Consolidated Financial Statements.

The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon effective settlement with a taxing authority .

Additionally, we accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws.

The determination of liabilities related to unrecognized tax benefits , including associated interest and penalties, requires significant estimates.

There can be no assurance that we will accurately predict the audit outcomes, h owever, we have no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on our results of operations or financial position, beyond current estimates.

For this reason and due to ongoing audits by multiple tax authorities, we will regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions.

We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate.

We do not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

Additionally, we accrue interest on all tax exposures for which reserves have been established consistent with jurisdictional tax laws, recorded in Provision for income taxes in the Consolidated Statements of Income and Taxes Payable (non-current) within the Consolidated Balance Sheets.

Total deferred tax assets (liabilities), net $ 20,492 $ ( 5,647 )

At August 31, 2023, our pre-tax federal and state NOLs were approximately $ 27.1 million and $ 9.9 million, respectively.

These carryforwards may be used to offset future taxable income.

Our federal NOLs have various expiration dates, beginning August 31, 2036, with some federal NOLs having an unlimited carryforward, and our state NOLs have various expiration dates, beginning August 31, 2025.

Any annual limitation may result in the expiration of net operating losses before utilization.

Unrecognized Tax Benefits

The determination of liabilities related to uncertain tax positions and associated interest and penalties requires significant estimates and assumptions;

as such, there can be no assurance that we will accurately predict the outcomes of these audits.

We have no reason to believe that such audits will result in the payment of additional taxes and/or penalties that would have a material adverse effect on our results of operations or financial position, beyond current estimates.

The following table summarizes the changes in the balance of gross unrecognized tax benefits:

(in thousands)

Unrecognized income tax benefits as of August 31, 2019

Unrecognized tax benefits as of August 31, 2020

Additions based on tax positions related to the current year 4,259

Release for tax positions of prior years ( 1,720 )

Unrecognized income tax benefits as of August 31, 2020 (1)

Unrecognized tax benefits as of August 31, 2021 (1)

Additions based on tax positions related to the current year 7,959

Release for tax positions of prior years ( 2,658 )

Unrecognized income tax benefits as of August 31, 2021 (1)

Unrecognized tax benefits as of August 31, 2022 (1)

Additions based on tax positions related to the current year 4,372

Release for tax positions of prior years ( 3,490 )

Unrecognized income tax benefits as of August 31, 2022 (1)

(1) The unrecognized income tax benefits include accrued interest of $ 1.4 million, $ 1.3 million and $ 0.9 million as of August 31, 2022, 2021 and 2020, respectively.

Unrecognized tax benefits as of August 31, 2023 (1)

(1) The unrecognized tax benefits include accrued interest of $ 1.6 million, $ 1.4 million and $ 1.3 million as of August 31, 2023, 2022 and 2021, respectively.

Ta ble of C onte nts

We do not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next 12 months.

If our unrecognized tax benefits as of fiscal 2023, 2022, and 2021 were realized in a future period, this would result in a tax benefit of $ 19.1 million, $ 16.5 million and $ 14.9 million, respectively, which would affect the effective tax rate in a future period.

In the normal course of business, our tax filings are subject to audit by federal, state and foreign tax authorities.

At August 31, 2022, we remained subject to examination in the following major tax jurisdictions for the tax years as indicated below:

Major Tax Jurisdictions Open Tax Years

At August 31, 2023, we remained subject to examination in the following significant tax jurisdictions for the fiscal years as indicated below:

Significant Tax Jurisdiction

Open Tax Fiscal Years

Federal 2019 through 2022

3 unchanged sentences

Germany 2019 through 2022

Undistributed Foreign Earnings

As of August 31, 2023 , we had approximately $ 204.0 million of undistributed foreign earnings.

We permanently reinvest all foreign undistributed earnings, except in jurisdictions where earnings can be repatriated substantially free of tax.

It is not practicable to determine the deferred tax liability that would be payable if these earnings were repatriated to the U.S.

Inflation Reduction Act of 2022

On August 16, 2022, the IRA was signed into law.

The IRA contains several revisions to the Code effective for taxable years beginning after December 31, 2022, including a 15% minimum income tax on certain large corporations.

We do not expect this revision to have a material impact on our Consolidated Financial Statements.

Our lease portfolio is primarily related to our office space, under various operating lease agreements.

1 unchanged sentence

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 our lease ROU assets may be required due to prepayments, lease incentives received and initial direct costs incurred.

As of August 31, 2022 , we recognized $ 159.5 million of Lease right-of-use assets, net and $ 237.8 million of combined Current lease liabilities and Long-term lease liabilities in the Consolidated Balance Sheet.

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 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 August 31, 2023 , we recognized $ 141.8 million of Lease ROU assets, net and $ 227.2 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 12 years and did not include any renewal or termination options that were not yet reasonably certain to be exercised.

Ta ble of C onte nts

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 August 31, 2023:

(in thousands) Minimum Lease

Fiscal Years Ended August 31,

Years Ended August 31,

2024 $ 38,292

3 unchanged sentences

Present value $ 227,221

The components of lease cost related to the operating leases were as follows:

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

Years ended August 31,

(in millions)

(in thousands)

2023 2022 2021

Operating lease cost (1)

2 unchanged sentences

$ 17,940 $ 11,542 $ 14,585

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.

Variable lease costs were not included in the measurement of lease liabilities.

These costs primarily include variable non-lease costs and leases that qualified for the short-term lease exception.

Our variable non-lease costs include costs that were not fixed at the lease commencement date and are not dependent on an index or rate.

These costs relate to utilities, real estate taxes, insurance and maintenance.

(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 we elected.

(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:

At August 31,

Weighted average remaining lease term (in years)

2 unchanged sentences

Years ended August 31,

(in millions)

(in thousands)

2023 2022 2021

Cash paid for amounts included in the measurement of lease liabilities $ 39,392 $ 43,032 $ 42,076

Lease ROU assets obtained in exchange for lease liabilities (1)

$ 16,934 $ 9,348 $ 6,355

Reductions to ROU assets resulting from reductions to lease liabilities (2)

$ ( 1,376 ) $ ( 17,597 ) $ ( 700 )

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

Primarily includes modifications to our lease agreements based on contractual options or negotiations that allow for early termination that result in a reduction to our future minimum lease payments.

We reclassified prior year comparative figures from Lease ROU assets obtained in exchange for lease liabilities to Reductions to ROU assets resulting from reductions to lease liabilities to conform to the current year's presentation.

During fiscal 2022, we incurred an impairment charge of $ 31.5 million related to our lease ROU assets associated with vacating certain leased office space.

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

(2) Primarily relates to lease term reassessments based on contractual options to early terminate, resulting in a reduction to the lease liability and the corresponding lease ROU asset.

During fiscal 2023 and 2022 , we incurred impairment charges of $ 14.4 million and $ 31.5 million, respectively, related to our lease ROU assets associated with vacating certain leased office space, which are included in Asset impairments in the Consolidated Statements of Income.

Refer to Note 4, Fair Value Measures , for more information on the lease ROU assets impairment methodology.

Ta ble of C onte nts

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.

The carrying value of our debt is net of related unamortized discounts and debt issuance costs.

Our total debt obligations as of August 31, 2023 and August 31, 2022 consisted of the following:

1 unchanged sentence

2022 Credit Agreement

2019 Revolving Credit Facility (terminated on March 1, 2022) 3/29/2019 3/29/2024 $ — $ 575,000

2022 Credit Agreement

2022 Term Facility 3/1/2022 3/1/2025 $ 375,000 $ 750,000

6 unchanged sentences

(in thousands)

Fiscal Years Ended August 31,

Years Ended August 31,

Thereafter 500,000

1 unchanged sentence

2022 Credit Agreement

On March 29, 2019, we entered into a credit agreement, as the borrower, with PNC Bank, National Association ("PNC"), as the administrative agent and lender (the "2019 Credit Agreement"), which provided a $ 750.0 million revolving credit facility (the "2019 Revolving Credit Facility").

We borrowed $ 575.0 million of the available $ 750.0 million provided by the 2019 Revolving Credit Facility.

We were required to pay a commitment fee using a pricing grid based on the daily amount by which the available balance in the 2019 Revolving Credit Facility exceeded the borrowed amount.

All outstanding loan amounts were reported as Long-term debt within the Consolidated Balance Sheets.

Borrowings under the 2019 Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to the daily LIBOR plus a spread using a debt leverage pricing grid.

Interest on the amounts outstanding under the 2019 Revolving Credit Facility was payable quarterly, in arrears, and on the maturity date.

During fiscal 2019, we incurred approximately $ 0.9 million in debt issuance costs related to the 2019 Credit Agreement.

These costs were capitalized as debt issuance costs and were amortized into Interest expense, net in the Consolidated Statements of Income ratably over the term of the 2019 Credit Agreement.

The 2019 Credit Agreement contained covenants and requirements restricting certain of our activities, which were usual and customary for this type of loan.

In addition, the 2019 Credit Agreement required that we maintain 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.

We were in compliance with all covenants and requirements within the 2019 Credit Agreement through the termination date of the 2019 Credit Agreement.

On March 1, 2022, we terminated the 2019 Credit Agreement and amortized the remaining related $ 0.4 million of capitalized debt issuance costs into Interest expense, net in the Consolidated Statements of Income.

2022 Credit Agreement

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") which provides for a senior unsecured term loan credit facility in an aggregate principal amount of $ 1.0 billion (the “2022 Term Facility”) and a senior unsecured revolving credit facility in an aggregate principal amount of $ 500.0 million (the “2022 Revolving Facility” and, together with the 2022 Term Facility, the “2022 Credit Facilities”).

On March 1, 2022, we entered into a credit agreement (the "2022 Credit Agreement") and borrowed an aggregate principal amount of $ 1.0 billion under its senior unsecured term loan credit facility (the "2022 Term Facility") and $ 250.0 million of the available $ 500.0 million under its senior unsecured revolving credit facility (the "2022 Revolving Facility" and, together with the 2022 Term Facility, the “2022 Credit Facilities”).

The 2022 Term Facility matures on March 1, 2025, and the 2022 Revolving Facility matures on March 1, 2027.

1 unchanged sentence

We may seek additional commitments under the 2022 Revolving Facility from lenders or other financial institutions up to an aggregate principal amount of $ 750.0 million.

On March 1, 2022, we borrowed $ 1.0 billion under the 2022 Term Facility and $ 250.0 million of the available $ 500.0 million under the 2022 Revolving Facility.

We are required to pay a commitment fee on the daily unused amount of the 2022 Revolving Facility using a pricing grid which remained at 0.125 % through August 31, 2022.

The commitment fee can fluctuate between 0.10 % and 0.25 % per annum based upon our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio.

We used these borrowings, along with the net proceeds from the issuance of the Senior Notes (as defined below) and cash on hand, to finance the consideration for the CGS acquisition, to repay borrowings under the 2019 Credit Agreement and to pay related transaction fees, costs and expenses.

During the third quarter of 2022, we incurred approximately $ 9.5 million in debt issuance costs related to the 2022 Credit Facilities.

Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related debt liability.

Debt issuance costs are amortized to Interest expense, net in the Consolidated Statements of Income over the contractual term of the debt on a straight-line basis, which approximates the effective interest method.

Loans under the 2022 Term Facility are subject to scheduled amortization payments on the last day of each fiscal quarter, commencing with August 31, 2022 and ending on the last such day to occur prior to the maturity date.

Each amortization payment is equal to 1.25 % of the original principal amount of the 2022 Term Facility.

Any remaining outstanding principal will be repaid in full on March 1, 2025, the maturity date of the 2022 Term Facility.

The 2022 Credit Facilities are not otherwise subject to any mandatory prepayments.

We pay a commitment fee on the daily unused amount of the 2022 Revolving Facility using a pricing grid based on our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio.

The commitment fee remained consistent at 0.125 % from the borrowing date through August 31, 2023.

We used these borrowings, along with the net proceeds from the issuance of the Senior Notes (as defined below) and cash on hand, to finance the consideration for the CGS acquisition, to repay borrowings under the 2019 Credit Agreement (as defined below) and to pay related transaction fees, costs and expenses.

Ta ble of C onte nts

During fiscal 2022, we incurred approximately $ 9.5 million in debt issuance costs related to the 2022 Credit Facilities.

Debt issuance costs are presented in the Consolidated Balance Sheets as a direct deduction from the carrying amount of the debt liability.

Debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income on a straight-line basis over the contractual term of the debt, which approximates the effective interest method.

We may voluntarily prepay loans under the 2022 Credit Facilities at any time without premium or penalty.

Prepayme nts of the 2022 Term Facility shall be applied to reduce the subsequent scheduled amortization payments in direct order of maturity.

During fiscal 2023, we repaid $ 375.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $ 325.0 million.

The 2022 Credit Agreement provides that loans denominated in U.S.

dollars, at our option, will bear interest at either (i) the one-month Term SOFR (with a 0.1 % credit spread adjustment and subject to a " zero " floor), (ii) the Daily Simple SOFR (with a 0.1 % credit spread adjustment and subject to a " zero " floor) or (iii) an alternate base rate.

Under the 2022 Credit Agreement, loans denominated in Pounds Sterling will bear interest at the Daily Simple Sterling Overnight Index Average ("SONIA") (subject to a " zero " floor) and loans denominated in Euros will bear interest at the Euro Interbank Offered Rate ("EURIBOR") (subject to a " zero " floor), in each case, plus an applicable interest rate margin.

The interest rate margin will fluctuate based upon our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio.

For fiscal 2022, the outstanding borrowings under the 2022 Credit Facilities bore interest at rates equal to the applicable one-month Term SOFR rate plus a 1.1 % spread (comprised of a 1.0 % interest rate margin based on a debt leverage pricing grid plus 0.1 % credit spread adjustment).

The spread remained consistent through August 31, 2022.

Since loan inception on March 1, 2022, we have repaid $ 625.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $ 562.5 million.

As of August 31, 2023, the outstanding borrowings under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR rate plus a 1.1 % spread (comprised of a 1.0 % interest rate margin based on a debt leverage pricing grid plus a 0.1 % credit spread adjustment).

The spread remained consistent from the borrowing date through August 31, 2023.

Interest on the 2022 Credit Facilities is currently payable on the last business day of each month, in arrears.

1 unchanged sentence

If an event of default occurs under the 2022 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.

The 2022 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including limitations on indebtedness of non-guarantor subsidiaries, liens, sale and leaseback transactions, mergers and certain other fundamental changes and change in nature of business.

The 2022 Credit Agreement contains a financial covenant requiring maintenance of a total leverage ratio, permitting netting up to $ 350.0 million of unrestricted cash and cash equivalents, no greater than (a) 4.00 to 1.00 as of the last day of each fiscal quarter beginning with the fiscal quarter ending on May 31, 2022, (b) 3.75 to 1.00 as of the last day of each fiscal quarter beginning with the fiscal quarter ending on August 31, 2023 and (c) 3.50 to 1.00 as of the last day of each fiscal quarter beginning with the fiscal quarter ending on August 31, 2024, but if we consummate a material acquisition where the aggregate consideration payable is $ 200.0 million or more, we may, on no more than two occasions, increase the maximum total leverage ratio then applicable under the financial covenant by 0.50 to 1.00 with respect to the fiscal quarter in which such material acquisition is consummated and the subsequent four consecutive fiscal quarters.

We were in compliance with all the covenants and requirements of the 2022 Credit Agreement during fiscal 2022.

The 2022 Credit Agreement provides that, in the event that we no longer have a senior unsecured non-credit enhanced long-term debt rating or a corporate rating from at least two of the rating agencies where such rating is Baa3, BBB- or BBB-, respectively, or higher, (i) our wholly-owned domestic subsidiaries will be required to guarantee the 2022 Credit Facilities, subject to customary exceptions, (ii) we will be subject to limitations on additional indebtedness, investments, dispositions, restricted payments and burdensome agreements, and (iii) we will be required to maintain an interest coverage ratio of no less than 3.00 to 1.00 for any period of four consecutive fiscal quarters.

We were in compliance with the required interest coverage ratio during fiscal 2022.

The 2022 Credit Agreement contains usual and customary affirmative and negative covenants for facilities of this type, including a financial covenant requiring maintenance of a total leverage ratio of no greater than 3.75 to 1.00 as of August 31, 2023.

We were in compliance with all covenants and requirements of the 2022 Credit Agreement as of August 31, 2023.

Swap Agreements

On March 5, 2020, we entered into the 2020 Swap Agreement to hedge a portion of our then outstanding floating LIBOR rate debt with a fixed interest rate of 0.7995 %.

On March 1, 2022, we terminated the 2020 Swap Agreement and concurrently entered into the 2022 Swap Agreement to hedge a portion of our outstanding floating SOFR rate debt with a fixed interest rate of 1.162 %.

Effective December 30, 2022, we apportioned the then outstanding notional amount of the 2022 Swap Agreement between two counterparties.

Refer to Note 5, Derivative Instruments for further discussion of the 2020 Swap Agreement and 2022 Swap Agreement.

On March 1, 2022 we completed a public offering of $ 500.0 million aggregate principal amount of 2.900 % Senior Notes due March 1, 2027 (the “2027 Notes”) and $ 500.0 million aggregate principal amount of 3.450 % Senior Notes due March 1, 2032 (the “2032 Notes” and, together with the 2027 Notes, the “Senior Notes”).

1 unchanged sentence

Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture").

The Senior Notes were issued at an aggregate discount of $ 2.8 million, and during the third quarter of 2022 we incurred approximately $ 9.1 million in debt issuance costs related to the Senior Notes.

Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the related debt liability.

The debt discounts and debt issuance costs are amortized to Interest expense, net in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

The 2027 Notes and the 2032 Notes will mature on March 1, 2027 and March 1, 2032, respectively.

Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year, beginning September 1, 2022.

The Senior Notes are unsecured unsubordinated obligations, and will be effectively subordinated to any of our existing and future secured obligations, to the extent of the value of the assets securing such obligations.

The Senior Notes were issued at an aggregate discount of $ 2.8 million and we incurred approximately $ 9.1 million in debt issuance costs.

Debt discounts and debt issuance costs are presented in the Consolidated Balance Sheets as a net direct deduction from the carrying amount of the debt liability.

The debt discounts and debt issuance costs are amortized to Interest expense in the Consolidated Statements of Income over the contractual term of the debt, leveraging the effective interest method.

Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year, with the first payment made on September 1, 2022.

We may redeem the Senior Notes, in whole or in part, at any time at specified redemption prices, plus any accrued and unpaid interest.

Upon the occurrence of a change of control triggering event (as defined in the Supplemental Indenture), we must offer to repurchase the Senior Notes at 101 % of their principal amount, plus any accrued and unpaid interest.

Swap Agreements

On March 5, 2020, we entered into the 2020 Swap Agreement to hedge a portion of our then outstanding floating LIBOR rate debt with a fixed interest rate of 0.7995 %.

Refer to Note 5, Derivative Instruments for further discussion of the 2020 Swap Agreement and 2022 Swap Agreement.

Ta ble of C onte nts

2019 Credit Agreement

On March 29, 2019, we entered into a credit agreement with PNC Bank, National Association (the "2019 Credit Agreement") and borrowed $ 575.0 million of the available $ 750.0 million provided by the revolving credit facility thereunder (the "2019 Revolving Credit Facility").

Borrowings under the 2019 Revolving Credit Facility bore interest on the outstanding principal amount at a rate equal to the daily LIBOR plus a spread using a debt leverage pricing grid.

Interest on the amounts outstanding under the 2019 Revolving Credit Facility was payable quarterly, in arrears, and on the maturity date.

We incurred approximately $ 0.9 million in debt issuance costs related to the 2019 Credit Agreement.

On March 1, 2022, we repaid in full and terminated the 2019 Credit Agreement and amortized the remaining related $ 0.4 million of capitalized debt issuance costs into Interest expense in the Consolidated Statements of Income.

Interest Expense

On March 1, 2022, the 2019 Revolving Credit Facility and 2020 Swap Agreement were both terminated and concurrently replaced with the 2022 Credit Facilities, Senior Notes and 2022 Swap Agreement.

For the twelve months ended August 31, 2022 and August 31, 2021, we recorded interest expense on our outstanding debt, including the related amortization of debt issuance costs and debt discounts, net of the effects of the interest rate swap agreement, of $ 35.2 million and $ 8.1 million, respectively in Interest expense, net in the Consolidated Statements of Income.

The following table presents the interest expense on our outstanding debt which is included in Interest expense in our Consolidated Statements of Income:

Years Ended August 31,

(in thousands)

2023 2022 2021

Interest expense on outstanding debt (1)

$ 66,283 $ 35,152 $ 8,066

(1) Interest expense on our outstanding debt includes the related amortization of debt issuance costs and debt discounts, net of the effects of the related interest rate swap agreements.

Including the related amortization of debt issuance costs and debt discounts, net of the effects of the related interest rate swap agreement, the year-to-date weighted average interest rate on amounts outstanding under our outstanding debt was 3.44 % and 2.02 % as of August 31, 2023 and August 31, 2022, respectively.

4 unchanged sentences

We accrue non-income-tax liabilities for contingencies when we believe that a loss is probable and the amount can be reasonably estimated.

Judgment is required to determine both probability and the estimated amount of loss.

Judgment is required to determine both the probability and the estimated amount of loss.

If the reasonable estimate of a probable loss is a range, we record the most probable estimate of the loss or the minimum amount when no amount within the range is a better estimate than any other amount.

5 unchanged sentences

As of August 31, 2023 and 2022, we had total purchase obligations with suppliers of $ 362.2 million and $ 373.9 million, respectively.

Our total purchase obligations at the end of both fiscal years primarily related to hosting services and data content.

Hosting services support our technology investments related to our migration to cloud-based hosting services, the majority of which rely on third-party hosting providers.

Data content is an integral component of the value we provide to our clients.

Additional commitments relate primarily to third-party software providers.

Our total purchase obligations as of August 31, 2023 and 2022 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers.

Hosting services support our hybrid cloud strategy, the majority of which rely on third-party hosting providers.

Data is an integral component of the value we provide to our clients, and our commitments to third-party software providers mainly include internal-use software licenses.

We also have contractual obligations related to our lease liabilities and outstanding debt.

2 unchanged sentences

As of August 31, 2023 and 2022, we had outstanding capital commitments related to an investment of $ 0.7 million and $ 1.1 million, respectively.

Ta ble of C onte nts

Letters of Credit

From time to time, we are required to obtain letters of credit in the ordinary course of business.

As of August 31, 2022 we had approximately $ 0.5 million, compared to $ 2.8 million as of August 31, 2021, of standby letters of credit outstanding.

No liabilities related to these arrangements are reflected in the Company's Consolidated Balance Sheets.

As of August 31, 2023 and 2022, we had approximately $ 0.6 million and $ 0.5 million of standby letters of credit outstanding, respectively.

No liabilities related to these arrangements are reflected in the Consolidated Balance Sheets.

Our 2022 Revolving Facility allows for the availability of up to $ 100.0 million in the form of letters of credit, which were unused as of both August 31, 2023 and August 31, 2022.

Refer to Note 12, Debt, for information regarding the 2022 Revolving Facility.

Contingencies

We are currently under audit by tax authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities.

We believe that the final outcome of these examinations or settlements will not have a material effect on our results of operations nor our cash flows.

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 we determine the liabilities are no longer necessary.

If our estimates of the federal, state, and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.

Legal Matters

2 unchanged sentences

Based on information available at August 31, 2023, our management believes that the ultimate outcome of these unresolved matters against us, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, our results of operations or our cash flows.

As a multinational company operating in many states and countries, we are routinely audited by various taxing authorities and have reserved for potential adjustments to our provision for income taxes that may result from examinations by, or any negotiated settlements with, these tax authorities.

We believe that the final outcome of these examinations or settlements will not have a material effect on our consolidated financial position, results of operations or our cash flows.

If our estimates of the federal, state and foreign income tax liabilities are less than the ultimate assessment, additional expense would result.

Sales Tax Matters

On August 8, 2019, we received a Notice of Intent to Assess (the "First Notice") additional sales taxes, interest and underpayment penalties from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") relating to the tax periods from January 1, 2006 through December 31, 2013.

On July 20, 2021, we received a Notice of Intent to Assess (the "Second Notice", cumulatively with the First Notice, the "Notices") additional sales taxes, interest and underpayment penalties from the Commonwealth relating to the tax periods from January 1, 2014 through December 31, 2018.

Based upon the Notices, it is the Commonwealth's intention to assess sales tax, interest and underpayment penalties on previously recorded sales transactions.

We have filed an appeal to the Notices and intend to contest any such assessment, if assessed.

We continue to cooperate with the Commonwealth's inquiry with respect to the Notices.

On August 10, 2021, we received a letter (the “Letter”) from the Commonwealth relating to the tax periods from January 1, 2019 through June 30, 2021, requesting additional sales information to determine if a notice of intent to assess should be issued to FactSet with respect to these tax periods.

Based upon a preliminary review of the Letter, we believe the Commonwealth might seek to assess sales tax, interest and underpayment penalties on previously recorded sales transactions.

We are cooperating with the Commonwealth's inquiry with respect to the Letter.

As of August 31, 2022 , we have concluded that a payment to the Commonwealth is probable.

We recorded an accrual which is not material to our consolidated financial statements.

On August 8, 2019, we received a Notice of Intent to Assess (the "First Notice") additional sales taxes, interest and underpayment penalties (the “Sales Taxes”) from the Commonwealth of Massachusetts Department of Revenue (the "Commonwealth") relating to the tax periods from January 1, 2006 through December 31, 2013.

On July 20, 2021, we received a Notice of Intent to Assess (the "Second Notice") additional Sales Taxes from the Commonwealth relating to the tax periods from January 1, 2014 through December 31, 2018.

On December 29, 2022, we received a Notice of Intent to Assess (the “Third Notice";

cumulatively with the First and Second Notices, the “Notices”) additional Sales Taxes from the Commonwealth relating to the tax periods from January 1, 2019 through June 30, 2021.

We requested pre-assessment conferences with the Department of Revenue's Office of Appeals to appeal the Notices and on May 24, 2023, we received a Letter of Determination from the Commonwealth upholding the Notices, along with a Notice of Assessment for all the periods covered by the Notices.

On June 22, 2023, we filed an Application for Abatement with the Commonwealth disputing all amounts assessed, which was subsequently denied.

We are filing petitions with the Appellate Tax Board to appeal all amounts assessed by the Commonwealth and believe that we will ultimately prevail;

however, if we do not prevail, the amount of these assessments could have a material impact on our consolidated financial position, results of operations and cash flows.

We have concluded that some payment to the Commonwealth is probable.

We have recorded an accrual which is not material to our consolidated financial statements.

While we believe that the assumptions and estimates used to determine the accrual are reasonable, future developments could result in adjustments being made to this accrual.

If we are presented with a formal assessment for any of these matters, we believe that we will ultimately prevail;

however, if we do not prevail, the amount of any assessment could have a material impact on our consolidated financial position, results of operations and cash flows.

Indemnifications

As permitted or required under Delaware law and to the maximum extent allowable under that law, we have certain obligations to indemnify our current and former officers and directors for certain events or occurrences while the officer or director is, or was serving, at our request in such capacity.

As permitted or required under Delaware law and to the maximum extent allowable under that law, we have certain obligations to indemnify each of our current and former officers and directors for certain events or occurrences while the officer or director is, or was, serving at our 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 FactSet, 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 we could be required to make under these indemnification obligations is unlimited;

however, we have a director and officer insurance policy that we believe mitigates our exposure and may enable us to recover a portion of any future amounts paid.

We believe the estimated fair value of these indemnification obligations is immaterial.

It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision;

however, we have purchased a director and officer insurance policy that mitigates our exposure and may enable us to recover a portion of any

Ta ble of C onte nts

future amounts paid.

We do not believe, based on historical experience and information currently available, that it is probable that any material amounts will be required to be paid under such indemnification obligations.

STOCKHOLDERS’ EQUITY

Shares of common stock outstanding were as follows:

(in thousands) Years ended August 31,

2022 2021 2020

Balance, beginning of year at September 1, 2021, 2020 and 2019, respectively

Share Repurchases

(in thousands, except share data) Years ended August 31,

2023 2022 2021

Common stock issued for employee stock plans 490 395 663

Repurchase of common stock from employees (1)

Repurchases of common stock under the share repurchase program (1)

430,350 46,200 797,385

Repurchase of common stock under the share repurchase program ( 46 ) ( 797 ) ( 739 )

Balance, end of year at August 31, 2022, 2021, and 2020 respectively

Total cost of shares repurchased (1)(2)

$ 176,720 $ 18,639 $ 264,702

(1) For fiscal years 2022, 2021 and 2020 , we repurchased 14,489 , 12,932 and 11,945 shares, or $ 6.2 million, $ 4.3 million and $ 3.5 million, of common stock, respectively, primarily to satisfy tax withholding obligations due upon the vesting of stock-based awards.

Share Repurchase Program

As of August 31, 2022, a total of $ 181.3 million remained authorized for future share repurchases under our share repurchase program.

There is no defined number of shares to be repurchased over a specified timeframe through the life of the program.

We may repurchase shares of our common stock under the program from time-to-time in the open market and privately negotiated transactions, subject to market conditions.

For the year ended August 31, 2022, we repurchased 46,200 shares for $ 18.6 million compared with 797,385 shares for $ 264.7 million for the year ended August 31, 2021.

Beginning in the second quarter of fiscal 2022, we suspended our share repurchase program until at least the second half of fiscal 2023, with the exception of potential minor repurchases to offset dilution from grants of equity awards or repurchases to satisfy withholding tax obligations due upon the vesting of stock-based awards.

The suspension of our share repurchase program allows us to prioritize the repayment of debt under the 2022 Credit Facilities.

Refer to Note 12, Debt for more information on the 2022 Credit Facilities.

Restricted Stock

Restricted stock awards entitle the holders to receive shares of common stock as the awards vest over time.

For the year ended August 31, 2022, 39,499 shares of previously granted restricted stock vested and were included in common stock outstanding as of August 31, 2022 (recorded net of 14,489 shares repurchased from employees at a cost of $ 6.2 million to cover their cost of taxes upon vesting of the restricted stock).

For the year ended August 31, 2021, 34,607 shares of previously granted restricted stock vested and were included in common stock outstanding as of August 31, 2021 (recorded net of 12,932 shares repurchased from employees at a cost of $ 4.3 million to cover their cost of taxes upon vesting of the restricted stock).

Our Board of Directors declared dividends for the full years ended August 31, 2022 and August 31, 2021 as follows:

(1) Amounts do not include the fiscal 2023, 2022 and 2021 repurchases of 32,444 shares ($ 13.7 million), 14,489 shares ($ 6.2 million) and 12,932 shares ($ 4.3 million) of common stock, respectively, primarily to satisfy tax withholding obligations due upon the vesting of stock-based awards.

(2) For fiscal 2023, amount excludes a 1% excise tax of $ 0.9 million on corporate stock repurchases required under the IRA for publicly traded U.S.

corporations after December 31, 2022.

We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market and via privately negotiated transactions, subject to market conditions.

We suspended our share repurchase program beginning in the second quarter of fiscal 2022, with the exception of potential minor repurchases to offset dilution from grants of equity awards or repurchases to satisfy withholding tax obligations due upon the vesting of stock-based awards, to prioritize the repayment of debt under the 2022 Credit Facilities.

We resumed our share repurchase program in the third quarter of fiscal 2023.

There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program.

As of August 31, 2023, we had $ 4.5 million authorized under our share repurchase program for future share repurchases, which was not available for use after August 31, 2023.

On June 20, 2023, our Board of Directors authorized up to $ 300.0 million for share repurchases on or after September 1, 2023.

Equity-based Awards

Refer to Note 16, Stock-Based Compensation for more information on equity awards issued during fiscal 2021 through fiscal 2023.

Ta ble of C onte nts

Our Board of Directors approved the following dividends:

Year Ended Dividends per

11 unchanged sentences

Total Dividends

First Quarter $ 0.77 November 30, 2020 29,266 December 17, 2020

Second Quarter $ 0.77 February 26, 2021 29,141 March 18, 2021

Third Quarter $ 0.82 May 31, 2021 30,972 June 17, 2021

Fourth Quarter $ 0.82 August 31, 2021 30,845 September 16, 2021

Total Dividends

In the third quarter of fiscal 2023, our Board of Directors approved a 10 % increase in the regular quarterly dividend from $ 0.89 to $ 0.98 per share.

Future cash dividend payments will depend on our earnings, capital requirements, financial condition and other factors considered relevant by us and are subject to final determination by our Board of Directors.

On April 28, 2022, our Board of Directors approved a 8.5 % increase in the regular quarterly dividend from $ 0.82 to $ 0.89 per share.

Accumulated Other Comprehensive Loss

1 unchanged sentence

(in thousands) August 31, 2023 August 31, 2022

Accumulated unrealized losses on cash flow hedges, net of tax $ 3,149 $ ( 2,095 )

Accumulated unrealized gains (losses) on cash flow hedges, net of tax $ 2,880 $ 3,149

Accumulated foreign currency translation adjustments ( 90,021 ) ( 111,532 )

1 unchanged sentence

EARNINGS PER SHARE

Basic earnings per share ("EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the period.

Diluted EPS is computed using the treasury stock method, by dividing net income by the cumulative weighted average common shares that are outstanding or are issuable upon the exercise of outstanding stock-based compensation awards during the period.

Performance-based awards stock-based compensation awards that are out-of-the-money are omitted from the calculation of diluted EPS until the reporting period in which the performance criteria has been met.

A reconciliation of the weighted average shares outstanding used in the basic and diluted earnings per share ("EPS") computation is as follows.

Twelve Months Ended

Basic earnings per common share ("Basic EPS") is computed by dividing net income by the number of weighted average common shares outstanding during the year.

Diluted earnings per common share ("Diluted EPS") is computed using the treasury stock method, by dividing net income by the cumulative weighted average common shares that are outstanding or are issuable upon the exercise of outstanding stock-based compensation awards during the year.

Stock-based compensation awards that are out-of-the-money and PSUs in which the performance criteria have not been met as of the end of the respective fiscal year are omitted from the calculation of Diluted EPS.

Ta ble of C onte nts

A reconciliation of the weighted average shares outstanding used in the Basic EPS and Diluted EPS computation is as follows:

Years Ended August 31,

(in thousands, except per share data) 2023 2022 2021

Net income used for calculating basic and diluted income per share $ 396,917 $ 399,590 $ 372,938

Weighted average common shares used in the calculation of basic income per share 37,864 37,856 37,936

Net income used for calculating Basic EPS and Diluted EPS $ 468,173 $ 396,917 $ 399,590

Weighted average common shares used in the calculation of Basic EPS 38,194 37,864 37,856

Common stock equivalents associated with stock-based compensation plan (1)

Shares used in the calculation of diluted income per share 38,736 38,570 38,646

Basic income per share $ 10.48 $ 10.56 $ 9.83

Diluted income per share $ 10.25 $ 10.36 $ 9.65

Dilutive potential common shares consist of stock options and unvested performance-based awards.

As of August 31, 2022 and August 31, 2021, there were 329,189 and 1,750 stock options excluded from the calculation of diluted EPS, respectively, as they were out-of-the-money and their inclusion would have been anti-dilutive.

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.

As of August 31, 2022 and August 31, 2021, there were 60,725 and 68,990 performance-based awards excluded from the calculation of diluted EPS, respectively.

Shares used in the calculation of Diluted EPS 38,898 38,736 38,570

Basic EPS $ 12.26 $ 10.48 $ 10.56

Diluted EPS $ 12.04 $ 10.25 $ 10.36

(1) Dilutive potential common shares consist of stock options and unvested PSUs.

As of August 31, 2023, 2022 and 2021, we excluded a respective 566,173 , 329,189 and 1,750 common stock equivalents related to stock options from our calculation of Diluted EPS.

As of August 31, 2023, 2022 and 2021, we excluded a respective 59,478 , 60,725 and 68,990 common stock equivalents related to PSUs from our calculation of Diluted EPS.

STOCK-BASED COMPENSATION

We measure compensation expense for all stock-based awards made to our employees and board of directors ("non-employees") using the Black-Scholes model or the lattice-binomial option-pricing model ("binomial model") to estimate the grant-date fair value.

We utilize the Black-Scholes model for new non-employee director stock option grants, non-employee restricted stock units ("RSUs") and common stock acquired under our employee stock purchase plan ("ESPP"), and the binomial model for new employee stock option grants, employee RSUs and employee performance share units ("PSUs").

Both models involve certain estimates and assumptions such as:

• Risk-free interest rate - based on the U.S.

Treasury yield curve in effect at the time of grant with maturities equal to the expected terms of the stock-based awards granted.

• Expected life - the weighted average period the stock-based awards are expected to remain outstanding.

• Dividend yield - the expectation of dividend payouts based on our history.

Additionally, the binomial model incorporates market conditions, vesting restrictions and exercise patterns.

For stock-based awards with service conditions, we use the straight-line method to recognize compensation expense over the requisite service period.

For stock-based awards that also include performance conditions, the graded vesting method is used to determine compensation expense over the requisite service period if achievement of the performance condition is determined to be probable, which is reviewed on a quarterly basis.

Compensation expense for all stock-based awards is recorded net of estimated forfeitures which are based on historical forfeiture rates and revised if actual forfeitures differ from those estimates.

We measure and recognize stock-based compensation for all stock-based awards granted to our employees and non-employee directors based on their estimated grant date fair value.

We recognized total stock-based compensation expense of $ 62.0 million, $ 56.0 million and $ 45.1 million in fiscal 2023, 2022 and 2021, respectively.

As of August 31, 2022, $ 109.3 million of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted average period of 3.0 years.

There was no stock-based compensation capitalized as of August 31, 2022 and 2021, respectively.

There was no stock-based compensation capitalized as of August 31, 2023 and 2022.

As of August 31, 2023, $ 114.5 million of total unrecognized compensation expense related to non-vested stock-based awards is expected to be recognized over a weighted average vesting period of 2.9 years.

Ta ble of C onte nts

Stock Option Awards

26 unchanged sentences

Options expected to vest as of August 31, 2023

839 $ 358.37 $ 65.5 7.6

(1) The aggregate intrinsic value represents the difference between our closing stock price as of August 31, 2023 of $ 436.41 and the exercise price, multiplied by the number of options exercisable as of that date.

(2) The total pre-tax intrinsic value of stock options exercised during fiscal 2022, 2021 and 2020 was $ 104.1 million, $ 54.3 million and $ 85.0 millio n, respectively .

(3) As of August 31, 2022, a total of 2,089,231 shares underlying the stock option awards were unvested and outstanding, which results in unamortized stock-based compensation of $ 60.1 million to be recognized as stock-based compensation expense over the remaining vesting period of 3.2 years.

(2) The total pre-tax intrinsic value of stock options exercised during fiscal 2023, 2022 and 2021 was $ 77.5 million, $ 104.1 million and $ 54.3 million, respectively.

(3) As of August 31, 2023, a total of 1,987,662 shares underlying the stock option awards were unvested and outstanding, which results in unamortized stock-based compensation of $ 59.1 million to be recognized as stock-based compensation expense over the remaining weighted average vesting period of 3.1 years.

Employee Stock Option Awards

During the twelve months ended August 31, 2022, the majority of the 348,458 employee stock options granted under the FactSet Research Systems Inc.

Stock Option and Award Plan as Amended and Restated (the "LTIP") were related to the annual employee grant on November 1, 2021.

The November 1, 2021 grant vests ratably over five years on the anniversary date of the grant with the majority of the remaining employee stock options granted during fiscal 2022 vesting ratably over four years .

All employee stock options granted during fiscal 2022 expire ten years from the date the options were granted.

S tock options are granted to our employees under the FactSet Research Systems Inc.

Stock Option and Award Plan as Amended and Restated (the "LTIP").

The majority of our employee stock options granted under the LTIP for fiscal 2021 through fiscal 2023 relate to our annual grants on November 1, 2022, November 1, 2021 and November 9, 2020.

Ta ble of C onte nts

The following table includes the weighted average inputs to the binomial model to estimate the grant-date fair value of the employee stock options granted:

2023 2022 2021

Term structure of risk-free interest rate 0.07 % — 2.99 % 0.04 % — 1.67 % 0.10 % — 1.79 %

Stock options granted (1)

268,185 348,458 417,546

Risk-free interest rate 3.37 % - 5.05 %

0.07 % - 2.99 %

0.04 % - 1.67 %

Expected life (years) 6.6 6.9 7.1

Term structure of volatility 24 % — 25 % 26 % — 27 % 25 % — 25 %

Expected volatility 24 % - 25 %

Dividend yield 0.83 % 0.86 % 0.12 %

Non-Employee Directors' Stock Option Awards

On January 18, 2022, we granted 6,329 stock options under t he FactSet Research Systems Inc.

Non-Employee Directors’ Stock Option and Award Plan as Amended and Restated (the “Director Plan”) which provides for the grant of stock-based awards, including stock options, to non-employee directors of FactSet.

The expiration date of the Director Plan is December 19, 2027.

The January 18, 2022 grant vests 100 % after three years on the anniversary date of the grant and expires seven years from the date the options were granted.

Weighted average grant date fair value

$ 125.57 $ 103.49 $ 78.31

Weighted average exercise price

$ 426.22 $ 433.09 $ 317.17

(1) Includes the annual employee grant on November 1, 2022, November 1, 2021 and November 9, 2020 of 266,051 , 292,377 and 408,093 stock options, respectively.

The majority of the stock options granted, including the annual employee grants, 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.

Restricted Stock Awards

We refer to RSUs and PSUs, collectively, as "Restricted Stock Awards".

A summary of Restricted Stock Award activity is as follows:

4 unchanged sentences

Vested - employee RSUs ( 35 ) $ 208.67

Forfeit ed (1)

( 13 ) $ 267.23

1 unchanged sentence

Granted - employee Restricted Stock Awards (1)

Granted - non-employee dire ctors RSUs

Vested - employee Restricted Stock Awards ( 40 ) $ 242.87

Forfei ted (1)

( 29 ) $ 323.16

1 unchanged sentence

Granted - employee Restricted Stock Awards (1)

Performance adjustment - employee PSUs (2)

Granted - non-employee dire ctors RSUs

Vested - Restricted Stock Awards ( 83 ) $ 291.80

Forfeited (1)

( 14 ) $ 369.71

Balance at August 31, 2023 244 (3)

(1) Each Restricted Stock Award granted or canceled/forfeited is equivalent to 2.5 shares under the LTIP.

(2) During the fiscal year ended August 31, 2022 we granted 71,978 RSUs and 30,704 PSUs.

During the fiscal year ended August 31, 2021 we granted 62,960 RSUs and 36,424 PSUs.

During the fiscal year ended August 31, 2020 we granted 36,709 RSUs and 36,888 PSUs.

(3) As of August 31, 2022, a total of 233,408 shares underlying the restricted stock awards were unvested and outstanding, which results in unamortized stock-based compensation of $ 49.2 million to be recognized as stock-based compensation expense over the remaining vesting period of 2.8 years.

(1) During fiscal 2023, 2022 and 2021, we granted 63,009 RSUs and 34,482 PSUs;

71,978 RSUs and 30,704 PSUs;

and 62,960 RSUs and 36,424 PSUs, respectively.

(2) During fiscal 2023, there were an additional 8,542 PSUs granted that related to the achievement of specified performance levels included in a 2019 grant.

(3) As of August 31, 2023, a total of 243,552 shares underlying the Restricted Stock Awards were unvested and outstanding, which resulted in unamortized stock-based compensation of $ 55.4 million to be recognized as stock-based compensation expense over the remaining weighted average vesting period of 2.7 years.

Employee Restricted Stock Awards

Our LTIP provides for the grant of stock-based awards, including awards of restricted stock units ("RSUs") and performance share units ("PSUs";

RSUs and PSUs, collectively, "Restricted Stock Awards").

The Restricted Stock Awards are subject to continued employment over a specified period.

The Restricted Stock Awards granted to employees entitle the holders to shares of common stock as the Restricted Stock Awards vest over time, but not to dividends declared on the underlying shares, while the stock subject to the Restricted Stock Awards is unvested.

Vesting of the shares underlying the PSUs are also subject to achieving certain specified performance levels during the measurement period subsequent to the date of grant.

During the twelve months ended August 31, 2022, we granted 102,682 R estricted Stock Awards of which 71,978 were RSUs and 30,704 were PSUs.

The majority of the Restricted Stock Awards granted are related to the annual employee grant on November 1, 2021.

From this grant, the RSUs vest ratably over five years on the anniversary of the grant date with the majority of the r emaining RSUs granted during fiscal 2022 vesting ratably over three years on the anniversary of the grant date.

All PSUs granted in fiscal 2022, including those under the November 1, 2021 grant, cliff vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics.

Non-Employee Directors' Restricted Stock Units

The Director Plan provides for the grant of stock-based awards, including RSUs, to non-employee directors of FactSet.

On January 18, 2022, we granted 1,629 RSUs to our non-employee directors that vest 100 % on the first anniversary of the grant date.

There were no non-employee director RSU grants in fiscal 2021 and 2020.

Restricted Stock Awards are granted to our employees under the LTIP.

These awards entitle the holders to shares of common stock as the Restricted Stock Awards vests, but not to dividends declared on the underlying shares while the stock subject to the Restricted Stock Awards is unvested.

Ta ble of C onte nts

Our Restricted Stock Awards granted during fiscal 2021 through fiscal 2023 primarily relate to our annual grants on November 1, 2022, November 1, 2021 and November 9, 2020.

The majority of the RSUs included in each these grants vest 20 % annually on the anniversary date of the grant and are fully vested after five years .

The PSUs included in each of these grants cliff vest on the third anniversary of the grant date, subject to the achievement of certain performance metrics.

The ultimate number of common shares that may be earned pursuant to these PSU awards in each year range from 0 % to 150 % of the number of target shares, depending on the level of achievement of the stated financial performance objectives.

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.

Shares of FactSet common stock may be purchased by eligible employees under our ESPP in three-month intervals.

The purchase price is equal to 85 % of the lesser of the fair market value of our 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.

Shares purchased through the ESPP cannot be sold or otherwise transferred for 18 months after purchase.

Dividends paid on shares held in the ESPP are used to purchase additional ESPP shares at the market price on the dividend payment date.

Employee purchases may not exceed 10 % of their gross compensation and there is a $ 25,000 contribution limit per employee for each calendar year .

Shares purchased through our ESPP cannot be sold or otherwise transferred for 18 months after purchase.

Dividends paid on shares held in our ESPP are used to purchase additional ESPP shares at the market price on the dividend payment date.

During fiscal 2023, employees purchased 39,873 shares at a weighted average price of $ 348.55 , compared with 36,244 shares at a weighted average price of $ 332.30 in fiscal 2022, and 38,848 shares at a weighted average price of $ 273.59 in fiscal 2021.

Stock-based compensation expense recorded during fiscal 2022, 2021 and 2020 relating to the ESPP was $ 2.3 million, $ 2.0 million and $ 2.1 million, respectively.

At August 31, 2022, the ESPP had 102,712 shares reserved for future issuance.

The weighted average estimated fair value of the ESPP shares during fiscal years 2022, 2021 and 2020, was $ 66.35 , $ 54.00 and $ 50.69 per share.

Stock-based compensation expense related to our ESPP was $ 2.7 million, $ 2.3 million and $ 2.0 million for fiscal 2023, 2022 and 2021, respectively.

At August 31, 2023, our ESPP had 62,839 shares reserved for future issuance.

The weighted average estimated fair value of our ESPP shares during fiscal 2023, 2022 and 2021 was $ 71.74 , $ 66.35 and $ 54.00 per share, respectively.

Stock-based Awards Available for Grant

2 unchanged sentences

Available for Grant under the

Employee Stock Option Plan Stock-based Awards

Stock-based Awards

Available for Grant under the

Non-Employee Stock Option Plan

FactSet Research Systems Inc.

Non-Employee Directors’ Stock Option and Award Plan as Amended and Restated (the “Director Plan”)

Balance at August 31, 2020 5,626 250

6 unchanged sentences

Granted - RSUs (1)

( 180 ) ( 4 )

Granted - PSUs (1)

5 unchanged sentences

Granted - PSUs (1)

Performance adjustment - PSUs (2)

Forfeited - stock-based awards (1)

Balance at August 31, 2023 4,226 223

(1) Each Restricted Stock Award granted is equivalent to 2.5 shares granted under the LTIP.

(2) Under the LTIP, for each Restricted Stock Award canceled/forfeited, an equivalent of 2.5 shares is added back to the available stock-based awards balance.

(1) Under the LTIP, for each Restricted Stock Award granted or canceled/forfeited, an equivalent of 2.5 shares is deducted from or added back to, respectively, the aggregate number of stock-based awards available for grant .

(2) During fiscal 2023, there were additional PSUs granted that related to the achievement of specified performance levels included in a 2019 grant.

Ta ble of C onte nts

EMPLOYEE BENEFIT PLANS

4 unchanged sentences

Each year, participants may contribute up to 60 % of their eligible annual compensation, subject to annual limitations established by the IRC.

We matched up to 4 % of employees’ earnings, capped at the Internal Revenue Service annual maximum.

We match up to 4 % of employees’ earnings, capped at the Internal Revenue Service annual maximum.

Company matching contributions are subject to a five-year graduated vesting schedule.

6 unchanged sentences

Our Chief Executive Officer functions as our CODM.

Our operating segments are consistent with our reportable segments and how we, including our CODM, manage our business and the geographic markets in which we serve.

Our internal financial reporting structure is based on three segments:

the Americas;

and Asia Pacific.

We have three operating segments:

Americas, EMEA and Asia Pacific.

This is how we and our CODM manage our business and the geographic markets in which we operate.

These operating segments are consistent with our reportable segments.

The Americas segment serves our clients throughout North, Central, and South America.

The EMEA segment serves our clients in Europe, the Middle East, and Africa.

The Asia Pacific segment serves our clients in Asia and Australia.

The Asia Pacific segment serves our clients in Asia and Australasia.

Segment revenues reflect sales to our clients based on their respective geographic locations.

Each segment records expenses related to its individual operations, with the exception of expenditures associated with our data centers, third-party data costs and corporate headquarters charges, which are recorded by the Americas segment and are not allocated to the other segments.

The content collection centers, located in India, the Philippines, and Latvia, benefit all our segments and the expenses incurred at these locations are allocated to each segment based on a percentage of revenues.

The expenses incurred at our content collection centers, located in India, the Philippines and Latvia, are allocated to each segment based on their respective percentage of revenues as this reflects the benefits provided to each segment.

Ta ble of C onte nts

The following tables reflect the results of operations of our segments:

1 unchanged sentence

Year Ended August 31, 2023 Americas EMEA Asia Pacific Total

Revenue $ 1,173,946 $ 484,279 $ 185,667 $ 1,843,892

$ 1,335,484 $ 539,843 $ 210,181 $ 2,085,508

Operating income (1)

4 unchanged sentences

Capital expenditures (3)

$ 54,609 $ 2,317 $ 3,860 $ 60,786

Year Ended August 31, 2022 Americas EMEA Asia Pacific Total

Revenue $ 1,008,046 $ 427,700 $ 155,699 $ 1,591,445

$ 1,173,946 $ 484,279 $ 185,667 $ 1,843,892

Operating income (1)

$ 159,140 $ 196,231 $ 120,111 $ 475,482

Depreciation and amortization (2)

$ 64,916 $ 11,794 $ 9,973 $ 86,683

Stock-based compensation $ 45,319 $ 8,271 $ 2,413 $ 56,003

Capital expenditures (3)

$ 44,114 $ 1,427 $ 5,615 $ 51,156

Year Ended August 31, 2021 Americas EMEA Asia Pacific Total

Revenue $ 943,649 $ 406,498 $ 143,964 $ 1,494,111

$ 1,008,046 $ 427,700 $ 155,699 $ 1,591,445

Operating income (1)

$ 218,180 $ 159,704 $ 96,157 $ 474,041

Depreciation and amortization $ 39,415 $ 14,847 $ 10,214 $ 64,476

1 unchanged sentence

Capital expenditures (3)

(1) Includes impairment charges of $ 64.3 million, of which $ 62.2 million ($ 57.7 million in the Americas, $ 4.2 million in EMEA and $ 0.3 million in Asia Pacific) related to lease ROU assets and property, equipment and leasehold improvements impairment charges associated with va cating certain leased office space.

(2) The Americas includes CGS intangible asset amortization of $ 26.8 million during fiscal 2022.

$ 38,146 $ 1,424 $ 21,755 $ 61,325

(1) Includes asset impairment charges further disclosed in the Segment Asset Impairments section below.

(2) The Americas includes CGS intangible asset amortization of $ 53.7 million and $ 26.8 million during fiscal 2023 and 2022 , respectively.

(3) Capital expenditures includes purchases of PPE and capitalized internal-use software.

Segment Asset Impairments

The following table reflects asset impairments by segment for each fiscal year in which impairment charges were incurred:

(in thousands)

Year Ended August 31, 2023 Americas EMEA Asia Pacific Total

Lease ROU assets and PPE (1)

$ 11,017 $ 7,009 $ — $ 18,026

Intangible assets (2)

7,920 — — 7,920

Total asset impairments

$ 18,937 $ 7,009 $ — $ 25,946

Year Ended August 31, 2022 Americas EMEA Asia Pacific Total

Lease ROU assets and PPE (1)

$ 57,647 $ 4,237 $ 321 $ 62,205

Intangible assets (2)

2,067 — — 2,067

Total asset impairments

$ 59,714 $ 4,237 $ 321 $ 64,272

(1) Asset impairments of our lease ROU assets and related PPE associated with vacating certain leased office space to resize our real estate footprint for the hybrid work environment.

See Note 4, Fair Value Measures, Note 7, Property, Equipment and Leasehold Improvements and Note 11, Leases for additional information.

(2) Asset impairments related to Trade names and Developed technology for fiscal 2023 and Developed technology for fiscal 2022.

Ta ble of C onte nts

Segment Total Assets

9 unchanged sentences

The following tables reflect our revenues and long-lived assets, split geographically by our country of domicile (the United States) and other countries where major subsidiaries are domiciled.

Geographic Revenue

The following table sets forth revenue by geography, attributed to countries based on the location of the client:

Geographic Revenues

The following table sets forth revenues by geography, attributed to countries based on the location of the client:

(in thousands) Years ended August 31,

4 unchanged sentences

All Other Countries 280,663 253,011 211,322

Total revenue $ 1,843,892 $ 1,591,445 $ 1,494,111

Total revenues

$ 2,085,508 $ 1,843,892 $ 1,591,445

Geographic Long-Lived Assets

1 unchanged sentence

Long-lived assets consist of Property, equipment and leasehold improvements, net and Lease right-of-use assets, net and excludes goodwill, intangible assets, deferred taxes and other assets.

(in thousands) At August 31,

(in thousands) August 31,

Long-lived Assets

6 unchanged sentences

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Ta ble of C onte nts

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data