Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the Consolidated Financial Statements and related Notes included in Part II, Item 8. Financial Statements and Supplementary Data , of this Annual Report on Form 10-K, our Current Reports on Form 8-K and our other filings with the Securities and Exchange Commission. For a similar detailed discussion comparing fiscal 2023 and 2022, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report on Form 10-K for the fiscal year ended August 31, 2023. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause such differences include, but are not limited to, those identified below and those discussed in Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K.
Our MD&A is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in the following sections:
• Executive Overview
• Annual Subscription Value ("ASV")
• Client and User Additions
• Employee Headcount
• Results of Operations
• Non-GAAP Financial Measures
• Liquidity and Capital Resources
• Off-Balance Sheet Arrangements
• Foreign Currency Exposure
• Critical Accounting Estimates
• New Accounting Pronouncements
Executive Overview
FactSet Research Systems Inc. and its wholly-owned subsidiaries (collectively, "we," "our," "us," the "Company" or "FactSet") is a global financial digital platform and enterprise solutions provider with open and flexible technologies that aims to supercharge financial intelligence.
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, 2024, we had more than 8,200 clients comprised of over 216,000 investment professionals, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge funds, corporate users, and private equity and venture capital professionals. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions powered by our connected data and technology platform. Our products and services include workstations, portfolio analytics and enterprise data solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting workflows.
We drive our business based on detailed understanding of our clients’ workflows, which helps us to solve their most complex challenges. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research investment ideas and analyze, monitor and manage their portfolios. Our solutions span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. We provide open and flexible technology offerings, including a configurable desktop and mobile platform, comprehensive data feeds, cloud-based digital solutions, and application programming interfaces ("APIs"). The CUSIP Global Services ("CGS") business supports security master files relied on by the investment industry for critical front, middle and back-office functions. All of our platforms and solutions are supported by our dedicated client service team.
We operate our business through three reportable segments ("segments"): the Americas, EMEA and Asia Pacific. During fiscal 2024, we revised our internal organization within each segment to offer data, products and analytical applications by firm type: Institutional Buyside, Dealmakers, Wealth, and Partnerships and CGS.
Refer to Part I, Item 1. Business - Business Overview and Business Strategy and Part II, Item 8. Note 18, Segment Information , in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
28
Table of Contents
Fiscal 2024 in Review
Revenues for fiscal 2024 were $2,203.1 million, an increase of 5.6% from the comparable prior year. The growth in revenues was reflective of organic revenues growth of 5.7% during fiscal 2024, compared with the prior year. Revenues increased in all our segments, primarily in the Americas. Revenues increased due to higher demand and price increases primarily from workstations, data solutions and middle office solutions. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Non-GAAP Financial Measures, of this Annual Report on Form 10-K for a definition of organic revenues and a reconciliation between revenues and organic revenues.
As of August 31, 2024, organic annual subscription value ("Organic ASV") plus Professional Services totaled $2,272.8 million, an increase of 4.8% over the prior year. Organic ASV increased in all our segments, with the majority of the increase in the Americas. Organic ASV growth was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions. Refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Annual Subscription Value, of this Annual Report on Form 10-K for the definitions of Organic ASV and Organic ASV plus Professional Services.
Operating margin increased to 31.8% for fiscal 2024, compared with 30.2% for fiscal 2023. This increase was primarily due to growth in revenues and, when expressed as a percentage of revenues, a decrease in employee compensation costs and lower asset impairment charges, partially offset by charges related to a Massachusetts sales tax dispute ("Sales Tax Dispute") and an increase in amortization of intangible assets. Refer to Part II, Item 8. Note 13, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K for more information on the Sales Tax Dispute.
Net income for fiscal 2024 was $537.1 million, an increase of 14.7% from the prior year. Diluted earnings per common share ("Diluted EPS") for fiscal 2024 was $13.91, an increase of 15.5% compared with the prior year. The increase in Net income and Diluted EPS was primarily driven by higher operating income. Diluted EPS further increased as a result of lower diluted weighted average common shares outstanding compared with the prior year.
We returned $385.9 million to our stockholders in the form of share repurchases and dividends during fiscal 2024.
As of August 31, 2024, our client and user count was 8,217 and 216,381, respectively. Our employee headcount was 12,398 as of August 31, 2024, up 1.3% compared to the prior year. This increase was driven by net headcount growth in Asia Pacific of 3.7%, while the Americas and EMEA experienced a net headcount decrease of 4.8% and 2.0%, respectively.
CUSIP Global Services Acquisition
On March 1, 2022, we completed our acquisition of CGS for a cash price of $1.932 billion, inclusive of working capital adjustments. We acquired CGS to expand our critical role in the global capital markets. Revenues from CGS are recognized based on geographic business activities in accordance with how our segments are currently aligned.
The purchase price for the CGS acquisition was financed from the net proceeds of the issuance of the Senior Notes and borrowings under the 2022 Credit Facilities. Refer to Part II, Item 8. Note 6, Acquisitions and Note 12, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on these defined terms as well as our acquisition of CGS, the Senior Notes and the 2022 Credit Facilities, respectively.
29
Table of Contents
Annual Subscription Value ("ASV")
We believe ASV reflects our ability to grow recurring revenues and generate positive cash flows, and thus serves as a key indicator of the successful execution of our business strategy.
– "ASV" at any point in time represents our forward-looking revenues for the next 12 months from all subscription services currently being supplied to clients, excluding revenues from Professional Services.
– "Organic ASV" at any point in time equals our ASV excluding ASV from acquisitions and dispositions completed within the last 12 months and the effects of foreign currency movements.
– "Professional Services" are revenues derived from project-based consulting and implementation services, annualized over the past 12 months.
– "Organic ASV plus Professional Services" at any point in time equals the sum of Organic ASV and Professional Services.
Organic ASV plus Professional Services
The following table presents the calculation of Organic ASV plus Professional Services as of August 31, 2024. With proper notice provided as contractually required, our clients can add to, delete portions of, or terminate service, subject to certain limitations.
(dollar amounts in millions)
As of August 31, 2024
As reported ASV plus Professional Services (1)
$ 2,276.0
Currency impact (2)
(3.2)
Organic ASV plus Professional Services $ 2,272.8
Organic ASV plus Professional Services annual growth rate 4.8 %
(1) Includes $18.3 million in Professional Services as of August 31, 2024.
(2) The impact from foreign currency movements.
As of August 31, 2024, Organic ASV plus Professional Services was $2,272.8 million, an increase of 4.8% compared with August 31, 2023. Organic ASV increased in all our segments, with the majority of the increase related to the Americas. This increase in Organic ASV was primarily driven by higher sales to existing clients and, to a lesser extent, price increases to existing clients and sales to new clients, partially offset by existing client cancellations. These higher sales and price increases were primarily attributable to workstations and, to a lesser extent, CGS subscriptions, middle office solutions and data solutions.
Segment ASV
As of August 31, 2024, ASV from the Americas represented 65% of total ASV and was $1,456.8 million, an increase from $1,376.9 million as of August 31, 2023. Americas Organic ASV was $1,456.8 million as of August 31, 2024, a 6.1% increase from the prior year. The Organic ASV increase in the Americas was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions.
As of August 31, 2024, ASV from EMEA represented 25% of total ASV and was $570.3 million, an increase from $559.6 million as of August 31, 2023. EMEA Organic ASV was $569.3 million as of August 31, 2024, a 1.8% increase from the prior year. The EMEA Organic ASV increase was driven by higher demand and price increases mainly from middle office solutions and data solutions.
As of August 31, 2024, ASV from Asia Pacific represented 10% of total ASV and was $230.6 million, an increase from $215.4 million as of August 31, 2023. Asia Pacific Organic ASV was $228.4 million as of August 31, 2024, a 7.1% increase from the prior year. The Asia Pacific Organic ASV increase was driven by higher demand and price increases primarily from data solutions, workstations and middle office solutions.
Buy-side and Sell-side Organic ASV Growth
The buy-side and sell-side Organic ASV annual growth rates as of August 31, 2024 were 4.9% and 3.8%, respectively. Buy-side clients account for approximately 82% of our Organic ASV, consistent with the prior year, and primarily include institutional asset managers, wealth managers, asset owners, partners, hedge funds and corporate clients. The remainder of our
30
Table of Contents
Organic ASV is derived from sell-side firms and primarily include broker-dealers, banking and advisory, and private equity and venture capital firms.
Client and User Additions
The table below presents our total clients and users:
As of August 31,
2024 2023 % Change
Clients (1)
8,217 7,921 3.7 %
Users 216,381 189,972 13.9 %
(1) The client count includes clients with ASV of $10,000 and above.
Our total client count was 8,217 as of August 31, 2024, a net increase of 3.7% or 296 clients in the last twelve months, mainly due to an increase in corporate clients and wealth management clients.
As of August 31, 2024, there were 216,381 professionals using FactSet, representing a net increase of 13.9% or 26,409 users in the last twelve months, primarily driven by an increase in wealth users.
Annual ASV retention was greater than 95% of ASV for the year ended August 31, 2024 and August 31, 2023. When expressed as a percentage of clients, annual retention was approximately 90% for the year ended August 31, 2024, compared with approximately 91% for the year ended August 31, 2023.
Employee Headcount
As of August 31, 2024, our net employee headcount increased by 1.3% to 12,398, compared with 12,237 employees as of August 31, 2023. This net headcount growth was primarily due to our continued investment in our centers of excellence ("COEs"), primarily located in India and the Philippines, which accounted for approximately 69% of our employees.
As of August 31, 2024, compared to August 31, 2023, our net headcount growth in Asia Pacific was 3.7%, while the Americas and EMEA experienced a net headcount decrease of 4.8% and 2.0%, respectively. As of August 31, 2024, we had 8,632 employees located in Asia Pacific, 2,367 in the Americas and 1,399 in EMEA.
Results of Operations
For an understanding of the significant factors that influenced our performance during fiscal 2024 and 2023, the following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes presented in Part II, Item 8. in this Annual Report on Form 10-K.
The following table summarizes the results of operations for the years presented:
Years ended August 31,
(in thousands, except per share data) 2024 2023 % Change
Revenues $ 2,203,056 $ 2,085,508 5.6 %
Cost of services 1,011,945 973,225 4.0 %
Selling, general and administrative 485,135 457,130 6.1 %
Asset impairments 4,677 25,946 (82.0) %
Operating income $ 701,299 $ 629,207 11.5 %
Net income $ 537,126 $ 468,173 14.7 %
Diluted weighted average common shares 38,618 38,898
Diluted EPS
$ 13.91 $ 12.04 15.5 %
31
Table of Contents
Revenues
Revenues in fiscal 2024 were $2,203.1 million, an increase of 5.6%. This growth in revenues was primarily reflective of organic revenues growth of 5.7%, with organic revenues increasing to $2,203.7 million for fiscal 2024.
Revenues increased in all our geographic segments, primarily in the Americas. The increase in revenues was mainly due to increased sales to existing clients and, to a lesser extent, price increases to existing clients and sales to new clients, partially offset by existing client cancellations. Revenues increased due to higher demand and price increases primarily from workstations, data solutions and middle office solutions.
Revenues by Segment
The following table summarizes our revenues by segment:
Years ended August 31,
(dollar amounts in thousands)
2024 2023 % Change
Americas $ 1,419,901 $ 1,335,484 6.3 %
% of revenues 64.4 % 64.0 %
EMEA
$ 563,128 $ 539,843 4.3 %
% of revenues 25.6 % 25.9 %
Asia Pacific
$ 220,027 $ 210,181 4.7 %
% of revenues 10.0 % 10.1 %
Consolidated
$ 2,203,056 $ 2,085,508 5.6 %
Americas
Revenues from the Americas increased 6.3% to $1,419.9 million in fiscal 2024, compared with $1,335.5 million in fiscal 2023. This growth in revenues was reflective of organic revenues growth of 6.3%. The increase in revenues was driven by higher demand and price increases primarily from workstations and, to a lesser extent, CGS subscriptions.
EMEA
Revenues from EMEA increased 4.3% to $563.2 million in fiscal 2024, compared with $539.8 million in fiscal 2023. This growth in revenues of 4.3% was reflective of a 4.1% increase in organic revenues and a net increase of 0.2% due to foreign currency exchange rate fluctuations. The increase in revenues was driven by higher demand and price increases primarily from data solutions and middle office solutions.
Asia Pacific
Revenues from Asia Pacific increased 4.7% to $220.0 million in fiscal 2024, compared with $210.2 million in fiscal 2023. This growth in revenues of 4.7% was reflective of a 5.7% increase in organic revenues, partially offset by a net decrease of 1.0% due to foreign currency exchange rate fluctuations. The increase in revenues was driven by higher demand and price increases primarily from workstations, data solutions and middle office solutions.
Operating Expenses
Principal Operating Expenses
Cost of services is mainly comprised of employee compensation costs and also includes expenses related to data costs, computer-related expenses, amortization of intangible assets, royalty fees, telecommunication costs and computer depreciation.
Selling, general and administrative (" SG&A") consists primarily of employee compensation costs and also includes expenses related to occupancy costs, professional fees, depreciation of furniture and fixtures, amortization of leasehold improvements, travel and entertainment expenses, marketing costs, other employee-related expenses, internal communication costs and bad debt expense.
Employee compensation costs are a major component of both our Cost of services and SG&A. These expenses primarily include costs related to salaries, incentive compensation and sales commissions, stock-based compensation, benefits, employment taxes, and any applicable restructuring costs.
32
Table of Contents
We assign employee compensation costs between Cost of services and SG&A based on the roles and activities associated with each employee. We categorize employees within the content collection, consulting, product development, software and systems engineering groups as Cost of services personnel. Employees included in our sales department and those that serve in various other support departments, including marketing, finance, legal, human resources and administrative services, are classified as SG&A.
Asset impairments consist primarily of expenses recognized when the carrying value of an asset exceeds its fair value.
The following table summarizes the components of our total operating expenses and operating margin:
(dollar amounts in thousands) Years ended August 31,
2024 2023 % Change
Cost of services $ 1,011,945 $ 973,225 4.0 %
SG&A 485,135 457,130 6.1 %
Asset impairments 4,677 25,946 (82.0) %
Total operating expenses $ 1,501,757 $ 1,456,301 3.1 %
Operating income $ 701,299 $ 629,207 11.5 %
Operating margin 31.8 % 30.2 % 5.5 %
Cost of Services
Cost of services increased 4.0% to $1,011.9 million in fiscal 2024, compared with $973.2 million in fiscal 2023, primarily due to an increase in amortization of intangible assets and computer-related expenses.
Cost of services, when expressed as a percentage of revenues, was 45.9% for fiscal 2024, a decrease of 70 basis points compared with fiscal 2023. This decrease was primarily driven by a decrease in employee compensation costs, partially offset by higher amortization of intangible assets and computer-related expenses.
• Employee compensation costs decreased 180 basis points primarily due to a decrease in restructuring charges and variable compensation costs, partially offset by an increase in annual base salaries, net of capitalization of certain compensation costs. The increase in annual base salaries was primarily driven by annual merit increases and a net headcount increase in Cost of services of 166, primarily located in our COEs, partially offset by higher capitalization of compensation costs related to the development of our internal-use software.
• Amortization of intangible assets increased 60 basis points mainly due to higher amortization from capitalized costs related to the development of our internal-use software.
• Computer-related expenses increased 30 basis points primarily due to higher spend related to licensed software arrangements and cloud-based hosting services.
Selling, General and Administrative
SG&A expenses increased 6.1% to $485.1 million during fiscal 2024, compared with $457.1 million in fiscal 2023, primarily due to charges related to the Sales Tax Dispute, partially offset by a decrease in employee compensation costs.
SG&A expenses, when expressed as a percentage of revenues, were 22.0% for fiscal 2024, an increase of 10 basis points compared with fiscal 2023. This increase was primarily due to charges related to the Sales Tax Dispute, partially offset by a decrease in employee compensation costs.
• The charges related to the Sales Tax Dispute increased SG&A by 220 basis points. Refer to Part II, Item 8. Note 13, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K for more information on the Sales Tax Dispute.
• Employee compensation costs decreased 170 basis points primarily due to a decrease in variable compensation costs and restructuring charges.
Asset Impairments
Asset impairments were $4.7 million during fiscal 2024, compared with $25.9 million during fiscal 2023. The asset impairments were the result of a $3.4 million and $18.0 million charge during fiscal 2024 and 2023, respectively, related to our
33
Table of Contents
lease right-of-use ("ROU") assets and property, equipment and leasehold improvements ("PPE") associated with vacating certain leased office space to rightsize our real estate footprint.
As there were no expected future cash flows from the lease ROU assets for locations we will not sublease, nor for PPE linked to the vacated leased office space, we concluded that these assets hold no remaining fair value and were fully impaired. 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.
The remaining asset impairments for fiscal 2024 and 2023 were $1.3 million related to Developed technology and $7.9 million related to Developed technology and Trade names, respectively.
Operating Income and Operating Margin
Operating income increased 11.5% to $701.3 million in fiscal 2024, compared with $629.2 million in fiscal 2023. This increase was primarily due to growth in revenues, lower employee compensation costs and a decrease in asset impairment charges, partially offset by charges related to the Sales Tax Dispute. Foreign currency exchange rate fluctuations, net of hedge activity, decreased operating income by $3.1 million during fiscal 2024 compared with fiscal 2023.
Operating margin increased to 31.8% in fiscal 2024, compared with 30.2% in the prior year. This increase was primarily due to growth in revenues and, when expressed as a percentage of revenue, a decrease in employee compensation costs and lower asset impairment charges, partially offset by charges related to the Sales Tax Dispute and an increase in amortization of intangible assets.
Operating Income by Segment
We operate our business through three segments: the Americas; EMEA; and Asia Pacific. Refer to Part II, Item 8. Note 18, Segment Information in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion regarding our segments. The following table summarizes our operating income by segment:
Years ended August 31,
(dollar amounts in thousands) 2024 2023 % Change
Americas $ 261,790 $ 239,438 9.3 %
EMEA
282,963 243,028 16.4 %
Asia Pacific 156,546 146,741 6.7 %
Total Operating Income $ 701,299 $ 629,207 11.5 %
Americas
Americas operating income increased 9.3% to $261.8 million during fiscal 2024, compared with $239.4 million from the prior year. This increase was primarily due to growth in revenues of 6.3% and lower employee compensation costs, partially offset by charges related to the Sales Tax Dispute.
• Employee compensation costs decreased primarily due to lower variable compensation and a decrease in annual base salaries mainly driven by higher capitalization of compensation costs related to the development of our internal-use software.
• The charge related to the Sales Tax Dispute is discussed in Part II, Item 8. Note 13, Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.
EMEA
EMEA operating income increased 16.4% to $283.0 million during fiscal 2024, compared with $243.0 million from the prior year. This increase was primarily due to growth in revenues of 4.3%, a decrease in asset impairment charges and lower employee compensation costs, partially offset by higher data costs.
• Asset impairment charges decreased primarily due to lower lease ROU asset and PPE impairment charges associated with vacating certain leased office space during fiscal 2024, compared with fiscal 2023.
• Employee compensation costs decreased primarily due to lower restructuring charges, partially offset by an increase in annual base salaries. The increase in annual base salaries was mainly driven by annual merit increases, partially offset by a net headcount decrease of 29 employees.
34
Table of Contents
• Data costs increased as the prior year included the release of certain accruals related to the successful resolution of exchange audits that reduced the prior year data costs.
Asia Pacific
Asia Pacific operating income increased 6.7% to $156.5 million during fiscal 2024, compared with $146.8 million from the prior year. This increase was mainly due to growth in revenues of 4.7% and a reduction in certain operating expenses, partially offset by higher employee compensation costs. Employee compensation costs increased primarily due to higher annual base salaries driven by annual merit increases and a net headcount increase of 310 employees.
Income Taxes
The provision for income taxes and the effective tax rate are as follows:
Years ended August 31,
(dollar amounts in thousands) 2024 2023 % Change
Income before income taxes $ 651,503 $ 583,954 11.6 %
Provision for income taxes $ 114,377 $ 115,781 (1.2) %
Effective tax rate 17.6 % 19.8 % (11.5) %
We are subject to taxation in the United States ("U.S.") and various foreign jurisdictions in which we conduct our business. 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 other non-recurring events.
Our effective tax rate was lower than the applicable U.S. corporate income tax rate for fiscal 2024 driven mainly by the utilization of foreign tax credits, research and development ("R&D") tax credits, a tax benefit from the exercise of stock options and a foreign derived intangible income ("FDII") deduction, partially offset by our net state taxes.
Our effective tax rate was lower than the applicable U.S. corporate income tax rate for fiscal 2023 driven mainly by R&D tax credits, a tax benefit from the exercise of stock options and a FDII deduction, partially offset by a one-time out-of-period adjustment related to a review and analysis of certain tax positions, as well as our net state taxes.
Our effective tax rate for fiscal 2024 was 17.6% compared with 19.8% for fiscal 2023. This decrease was primarily due to the increased utilization of foreign tax credits and a prior year out-of-period adjustment related to a review and analysis of certain tax positions. The adjustment related to the accounting of tax balance sheet accounts. All local, federal and foreign taxes payable were paid in a timely manner, subject to normal audits of open years. The decrease in the effective tax rate was partially offset by higher pretax income, which reduced the effective tax rate impact of certain tax benefits.
Net Income and Diluted EPS
Years ended August 31,
(in thousands, except per share data) 2024 2023 % Change
Net income $ 537,126 $ 468,173 14.7 %
Diluted weighted average common shares 38,618 38,898 (0.7) %
Diluted EPS $ 13.91 $ 12.04 15.5 %
The increase in Net income and Diluted EPS for fiscal 2024, compared with fiscal 2023, was primarily driven by higher operating income. Diluted EPS further increased as a result of lower diluted weighted average common shares outstanding.
Non-GAAP Financial Measures
To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), we use non-GAAP financial measures including organic revenues, adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted Diluted EPS. The reconciliations from our financial measures calculated and presented in accordance with GAAP to these non-GAAP financial measures are shown in the tables below. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that
35
Table of Contents
they do not reflect all the items associated with the operations of our business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
Despite the limitations of these non-GAAP financial measures, we believe these adjusted financial measures and the information they provide are useful in viewing our performance using the same tools that management uses to gauge progress in achieving our goals. Adjusted measures may also facilitate comparisons to our historical performance.
Organic revenues exclude the current year impact of revenues from acquisitions and dispositions completed within the past twelve months ("Acquisition revenues" and "Disposition revenues", respectively) and the current year impact from changes in foreign currency. The table below provides an unaudited reconciliation of revenues to organic revenues:
Years ended August 31,
(dollar amounts in thousands) 2024 2023 % Change
Revenues $ 2,203,056 $ 2,085,508 5.6 %
Acquisition revenues
(414) —
Currency impact
1,094 —
Organic revenues $ 2,203,736 $ 2,085,508 5.7 %
The table below provides an unaudited reconciliation of Operating income, operating margin, Net income and Diluted EPS to adjusted operating income, adjusted operating margin, adjusted net income, EBITDA, adjusted EBITDA and adjusted Diluted EPS. Adjusted operating income and margin, adjusted net income, and adjusted Diluted EPS exclude the impact of acquisition-related intangible asset amortization and non-recurring items. EBITDA and adjusted EBITDA represent earnings before interest expense, provision for income taxes and depreciation and amortization, while adjusted EBITDA further excludes non-recurring non-cash expenses.
36
Table of Contents
Years ended August 31,
(in thousands, except per share data) 2024
2023
% Change
Operating income $ 701,299 $ 629,207 11.5 %
Intangible asset amortization 67,383 71,503
Sales Tax Dispute
54,048 6,239
Restructuring / severance
5,596 19,879
Asset impairment (1)
3,443 20,327
Business acquisition / integration costs (2)
884 7,033
Adjusted operating income $ 832,653 $ 754,188 10.4 %
Operating margin 31.8 % 30.2 %
Adjusted operating margin (3)
37.8 % 36.2 %
Net income $ 537,126 $ 468,173 14.7 %
Intangible asset amortization 49,529 59,422
Sales Tax Dispute
39,727 5,185
Restructuring / severance
4,113 16,520
Asset impairment (1)
2,531 16,893
Business acquisition / integration costs (2)
650 5,845
Income tax items 1,397 (2,316)
Adjusted net income (4)
$ 635,073 $ 569,722 11.5 %
Net income $ 537,126 $ 468,173 14.7 %
Interest expense 65,778 66,319
Income taxes 114,377 115,781
Depreciation and amortization expense 125,187 105,384
EBITDA $ 842,468 $ 755,657 11.5 %
Non-recurring non-cash expenses (5)
5,070 20,963
Adjusted EBITDA $ 847,538 $ 776,620 9.1 %
Diluted EPS $ 13.91 $ 12.04 15.5 %
Intangible asset amortization 1.27 1.53
Sales Tax Dispute
1.03 0.13
Restructuring / severance
0.11 0.43
Asset impairment (1)
0.07 0.43
Business acquisition / integration costs (2)
0.02 0.15
Income tax items 0.04 (0.06)
Adjusted Diluted EPS (4)
$ 16.45 $ 14.65 12.3 %
Weighted average common shares (Diluted) 38,618 38,898
(1) The asset impairment primarily relates to impairment charges of lease ROU assets and PPE associated with rightsizing our real estate footprint.
(2) Fiscal 2024 related to certain business acquisition costs and fiscal 2023 related to integration costs from the CGS acquisition.
(3) Adjusted operating margin is calculated as adjusted operating income divided by Revenues.
(4) For purposes of calculating adjusted net income and adjusted Diluted EPS, all adjustments were taxed at an adjusted tax rate of 26.5% and 16.9% for fiscal 2024 and fiscal 2023, respectively.
(5) Primarily related to asset impairments.
Liquidity and Capital Resources
As of August 31, 2024, Cash and cash equivalents were $423.0 million, compared with $425.4 million as of August 31, 2023. Our cash and cash equivalents are held in numerous locations throughout the world, with $160.2 million in the Americas, $157.6 million in EMEA (predominantly in the UK) and the remaining $105.2 million in Asia Pacific (predominantly in the Philippines and India) as of August 31, 2024 .
37
Table of Contents
As of August 31, 2024 , we have $306.6 million of undistributed foreign earnings of which $87.7 million are permanently reinvested. It is not practicable to determine the deferred tax liability that would be payable if these permanently reinvested earnings were repatriated to the U.S. As of August 31, 2024, we have recorded a deferred tax liability of $3.6 million, which represents the future tax consequences that are expected upon the ultimate repatriation of earnings that are not permanently reinvested.
Our cash flows provided by operating activities, existing cash and cash equivalents, supplemented with our debt borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of our remaining available cash flows have been used to, among other things, service our existing and future debt obligations, satisfy our working capital requirements and fund various activities, including our capital expenditures, acquisitions, investments, dividend payments and repurchases of our common stock. Based on past performance and current expectations, we believe our sources of liquidity, including the available capacity under our existing revolving credit facility and other financing alternatives, will provide us the necessary capital to fund these transactions and achieve our planned growth for the next twelve months and the foreseeable future. We are exposed to credit risk for our 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; however, we do not believe our concentration of cash and cash equivalents presents a significant credit risk as the counterparties to the instruments consist of multiple high-quality, credit-worthy financial institutions.
Sources of Liquidity
Debt and Swap Agreements
2022 Credit Agreement
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. The 2022 Revolving Facility allows for the availability of up to $100.0 million in the form of letters of credit and up to $50.0 million in the form of swingline loans. We may seek additional commitments of up to $750.0 million under the 2022 Revolving Facility from lenders or other financial institutions.
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 prior outstanding borrowings and to pay related transaction fees, costs and expenses.
We may voluntarily prepay loans under the 2022 Credit Facilities at any time without premium or penalty. During fiscal 2024, we repaid $250.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $200.0 million. Since loan inception on March 1, 2022, we have repaid $875.0 million under the 2022 Term Facility, inclusive of voluntary prepayments of $762.5 million. As of August 31, 2024, we had short-term liquidity requirements of $125.0 million related to the outstanding balance of the 2022 Term Facility which becomes due March 1, 2025.
From the borrowing date through November 30, 2023, the outstanding borrowings under the 2022 Credit Facilities bore interest at a rate equal to the applicable one-month Term Secured Overnight Financing Rate ("SOFR") 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). From December 1, 2023 through August 31, 2024, the spread decreased to 0.975% (comprised of a 0.875% interest rate margin based on a debt leverage pricing grid plus a 0.1% credit spread adjustment). Interest on the 2022 Credit Facilities is currently payable on the last business day of each month, in arrears.
Additionally, 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. From the borrowing date through November 30, 2023, the commitment fee was 0.125%, which subsequently decreased to 0.1% through August 31, 2024.
The 2022 Credit Agreement contains usual and customary event of default provisions for facilities of this type, which are subject to usual and customary grace periods and materiality thresholds. 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.
38
Table of Contents
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 3.50 to 1.00 as of August 31, 2024. We were in compliance with all covenants and requirements of the 2022 Credit Agreement as of August 31, 2024.
Refer to Part II, Item 8. Note 12, Debt, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of the 2022 Credit Agreement.
2024 Swap Agreement
On March 1, 2024, we entered into an interest rate swap agreement ("2024 Swap Agreement") to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 5.145%. Refer to Part II, Item 8. Note 5, Derivative Instruments , in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for more information on the 2024 Swap Agreement.
2022 Swap Agreement
On March 1, 2022, we entered into an interest rate swap agreement (the "2022 Swap Agreement") to hedge a portion of our outstanding floating SOFR debt with a fixed interest rate of 1.162%. The 2022 Swap Agreement matured on February 28, 2024. Refer to Part II, Item 8. Note 5, Derivative Instruments, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for more information on the 2022 Swap Agreement.
Senior Notes
On March 1, 2022, we completed a public offering of $500.0 million aggregate principal amount of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million aggregate principal amount of 3.450% Senior Notes due March 1, 2032 (the "2032 Notes" and, together with the 2027 Notes, the "Senior Notes"). The Senior Notes were issued pursuant to an indenture, dated as of March 1, 2022, by and between us and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by the supplemental indenture, dated as of March 1, 2022, between us and the Trustee (the "Supplemental Indenture"). Interest on the Senior Notes is payable semiannually in arrears on March 1 and September 1 of each year.
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.
Uses of Liquidity
Returning Value to Stockholders
We returned $385.9 million and $315.3 million to our stockholders in the form of share repurchases and dividends during fiscal 2024 and 2023, respectively.
Dividends
During fiscal 2024 and 2023, we paid dividends of $150.7 million and $138.6 million, respectively. In the third quarter of fiscal 2024, our Board of Directors approved a 6% increase in the regular quarterly dividend from $0.98 to $1.04 per share. Fiscal 2024 marked the 25th consecutive fiscal year we have increased dividends on a stock split-adjusted basis, highlighting our continued commitment to returning value to our stockholders. Future cash dividend payments are subject to final determination by our Board of Directors and will depend on our earnings, capital requirements, financial condition and other relevant factors.
Share Repurchase Program
We may repurchase shares of our common stock under our share repurchase program from time-to-time in the open market or 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. During fiscal 2024 and 2023, we repurchased 537,800 shares for $235.2 million and 430,350 shares for $176.7 million, respectively.
39
Table of Contents
There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. We had $64.8 million that remained authorized under our share repurchase program as of August 31, 2024, all of which expired upon the conclusion of fiscal 2024 and was not available for share repurchases after that date.
On September 17, 2024, our Board of Directors approved a new share repurchase authorization of up to $300 million in aggregate, which will be available during fiscal 2025. Refer to Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters , of this Annual Report on Form 10-K for further discussion on our share repurchase program.
Capital Expenditures
For the year ended August 31, 2024, capital expenditures increased by 41% to $85.7 million, compared with $60.8 million in fiscal 2023. This increase was primarily due to higher expenditures related to the development of capitalized internal-use software.
Acquisitions
Our acquisitions with the most significant cash flows from fiscal 2022 through fiscal 2024 included CGS and Cobalt Software, Inc. ("Cobalt"). Refer to Part II, Item 8. Note 6, Acquisitions in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion of the CGS and Cobalt acquisitions and Note 19, Subsequent Events, for information on our proposed acquisition of Platform Group Limited ("Irwin").
CUSIP Global Services
On March 1, 2022, we completed the acquisition of CGS for a cash purchase price of $1.932 billion, inclusive of working capital adjustments. CGS manages a database of 60 different data elements uniquely identifying more than 50 million global financial instruments. It is the foundation for security master files relied on by critical front, middle and back-office functions. CGS, operating on behalf of the 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.
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 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.
Contractual Obligations
Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2024 and 2023, we had total purchase obligations with suppliers and vendors of $382.6 million and $362.2 million, respectively. Our total purchase obligations as of August 31, 2024 and 2023 primarily related to hosting services, acquisition of data and, to a lesser extent, third-party software providers.
We also have contractual obligations related to our lease liabilities and outstanding debt. Refer to Part II, Item 8. Note 11, Leases and Note 12, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding lease commitments and outstanding debt obligations, respectively.
40
Table of Contents
Summary of Cash Flows
The following table provides a summary of our net cash flow activity for the fiscal years presented:
Years ended August 31,
(dollar amounts in thousands) 2024 2023 $ Change
Net cash provided by operating activities $ 700,338 $ 645,573 $ 54,765
Net cash provided by (used in) investing activities (144,317) (95,393) (48,924)
Net cash provided by (used in) financing activities (560,850) (632,024) 71,174
Effect of exchange rate changes on cash and cash equivalents 2,364 4,015 (1,651)
Net increase (decrease) in cash and cash equivalents $ (2,465) $ (77,829) $ 75,364
Operating
For fiscal 2024, net cash provided by operating activities was $700.3 million, which included net income of $537.1 million, non-cash charges of $191.7 million and a net cash outflow of $28.5 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization and, to a lesser extent, stock-based compensation expense. The change in our working capital was primarily driven by cash outflows related to lease payments and prepaid expenses, partially offset by the timing of payments to vendors.
For fiscal 2023, net cash provided by operating activities was $645.6 million, which included net income of $468.2 million, non-cash charges of $194.6 million and a net cash outflow of $17.2 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization, stock-based compensation expense and amortization of lease ROU assets, partially offset by deferred income taxes. The net cash outflow in working capital was primarily due to an increase in accounts receivable driven by sales and the timing of client payments and cash outflows for lease payments, partially offset by an increase in net taxes payable due to an out-of-period adjustment related to a review and analysis of certain tax positions and timing of tax payments in certain jurisdictions.
Investing
For fiscal 2024, net cash used in investing activities was $144.3 million. The cash used in investing activities was primarily related to capital expenditures of $85.7 million mainly driven by the capitalization of internal-use software development costs and $58.6 million in investments, primarily related to the purchase of mutual funds.
For fiscal 2023, net cash used in investing activities was $95.4 million, mainly driven by capital expenditures of $60.8 million, primarily due to capitalization of compensation costs related to development of capitalized internal-use software and, to a lesser extent, investments in network-related equipment, mainly at our data centers and laptops. Cash used in investing activities was also driven by the acquisition of a business for $23.6 million.
Financing
For fiscal 2024, net cash used in financing activities was $560.9 million, consisting mainly of $250.0 million related to the partial repayment of the 2022 Term Facility, $235.2 million of share repurchases and $150.7 million of dividend payments, partially offset by $91.7 million of proceeds from employee stock plans.
For fiscal 2023, net cash used in financing activities was $632.0 million, consisting mainly of $375.0 million related to the partial repayment of the 2022 Term Facility, $176.7 million of share repurchases and $138.6 million of dividend payments, partially offset by $72.0 million of proceeds from employee stock plans.
Free Cash Flow
We define free cash flow, a non-GAAP financial measure, as cash provided by operating activities, less purchases of PPE and capitalized internal-use software. We believe free cash flow is a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after capital expenditures, can be used for strategic opportunities, including returning value to stockholders, investing in our business, making strategic acquisitions, and strengthening the balance sheet. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity.
41
Table of Contents
The following table reconciles our net cash provided by operating activities to free cash flow:
Years ended August 31,
(dollar amounts in thousands) 2024 2023 $ Change
Net cash provided by operating activities $ 700,338 $ 645,573 $ 54,765
Less: purchases of property, equipment, leasehold improvements and capitalized internal-use software
(85,681) (60,786) (24,895)
Free cash flow $ 614,657 $ 584,787 $ 29,870
We generated free cash flow of $614.7 million during fiscal 2024, an increase of $29.9 million compared with fiscal 2023. This increase was driven by higher cash provided by operating activities, mainly due to an increase in net income, partially offset by higher capitalized costs mainly related to the development of our internal-use software.
Off-Balance Sheet Arrangements
As of August 31, 2024 and August 31, 2023, we had no off-balance sheet financing other than letters of credit incurred in the ordinary course of business. Refer to Part II, Item 8. Note 12, Debt and Note 13, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on our letters of credit.
As of August 31, 2024 and August 31, 2023, we also had no other arrangements with unconsolidated entities or financial partnerships (such as entities often referred to as structured finance or special purpose entities) established for purposes of facilitating off-balance sheet financing, other debt arrangements, or other contractually limited purposes.
Foreign Currency Exposure
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. During fiscal 2024 and 2023, we maintained a series of foreign currency forward contracts to hedge a portion of our primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee and Philippine Peso. We entered into these contracts with the intent to hedge between 25% to 75% of the currency exposure related to our projected operating income in these primary currencies over their respective hedge periods. As of August 31, 2024, the hedge maturity periods of our outstanding foreign currency forward contracts range from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2025.
The following table summarizes the gross notional value of our foreign currency forward contracts to purchase the respective local currency with U.S. dollars as of August 31, 2024 and August 31, 2023:
August 31, 2024 August 31, 2023
(in thousands) Local Currency Amount Notional Contract Amount (USD) Local Currency Amount Notional Contract Amount (USD)
Indian Rupee £ 4,651,351 $ 55,200 £ 3,363,150 $ 40,300
British Pound Sterling € 41,200 52,372 € 45,000 56,098
Euro Rs 43,800 48,183 Rs 39,000 42,646
Philippine Peso ₱ 1,850,674 32,400 ₱ 1,888,541 33,600
Total $ 188,155 $ 172,644
Refer to Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in this Annual Report on Form 10-K for more information on our foreign currency exposures.
Critical Accounting Estimates
We prepare the Consolidated Financial Statements in conformity with GAAP, which requires us to make certain estimates and apply judgements that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. We base our estimates on historical experience and other assumptions that we believe to be reasonable at the time the Consolidated Financial Statements are prepared and, as such, they may ultimately differ materially from actual results.
42
Table of Contents
We describe our significant accounting policies in Part II, Item 8. Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
The Audit Committee of our Board of Directors reviews the development and selection of our critical accounting estimates. The critical accounting estimates and judgments that we believe to have the most significant impacts to our Consolidated Financial Statements are described below.
Income Taxes
We are subject to taxation in the United States and various foreign jurisdictions in which we conduct our business. Our provision for income taxes is an estimate based on our understanding of laws in federal, state and foreign tax jurisdictions. These laws can be complicated and are difficult to apply to any business. The tax laws also require us to allocate our taxable income to many jurisdictions based on subjective allocation methodologies and information collection processes. Our effective tax rate differs from the statutory rate primarily due to the impact of state taxes, foreign operations, R&D and other tax credits, tax audit settlements, the tax benefit from stock option exercises and the FDII tax deduction.
Our provision for income taxes is subject to volatility and could be adversely impacted by numerous factors such as changes in earnings or tax laws, regulations, or accounting principles, including accounting for uncertain tax positions or interpretations of them. Significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities and unrecognized tax benefits.
Further, as a result of certain ongoing employment and capital investment actions and commitments, our income in certain countries is subject to reduced tax rates. Our failure to meet these employment and capital investment actions and commitments could adversely affect our provision for income taxes. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not adversely impact our operating results and financial condition.
Significant judgment is required in determining our uncertain tax positions. 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. As the determination of liabilities related to uncertain tax positions and associated interest and penalties requires significant estimates and assumptions, 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. The Provision for income taxes on our Consolidated Statements of Income includes the impact of changes to reserves and any related interest. 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.
Refer to Part II, Item 8. Note 10, Income Taxes in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Stock-based Compensation
We measure and recognize stock-based compensation expense 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 directors stock options and common stock purchased by eligible employees under our Employee Stock Purchase Plan. Both models involve certain estimates and subjective assumptions regarding our stock price volatility, the expected life of the award, the term selected for the risk-free rate and the expected dividend yield. The binomial model also incorporates market conditions, vesting restrictions and exercise patterns.
Our performance share units ("PSUs") require management to make assumptions regarding the probability of achieving specified performance levels established at the time of grant, which are reviewed on a quarterly basis. The ultimate number of
43
Table of Contents
common shares that may be earned from a PSU is determined pursuant to a payout range based on the achievement of specified performance levels.
We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is revised if actual forfeitures differ from those estimates.
The assumptions we use to calculate and account for stock-based compensation awards represent management's best estimates, which involve inherent uncertainties. As a result, if we revise our assumptions and estimates, our stock-based compensation expense could differ from amounts recorded.
Refer to Part II, Item 8. Note 16, Stock-Based Compensation in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date. On the date of acquisition, goodwill is assigned to one or more reporting units, which are consistent with our segments. Goodwill is not amortized as it is estimated to have an indefinite life. We test goodwill annually for impairment during the fourth quarter of each fiscal year or more frequently if events and circumstances occur indicating that it is more likely than not that the fair value of any one of our reporting units is less than its respective carrying value. Impairment is tested at the reporting unit level and 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.
We may 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%) that 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 products or services. We also consider the share price both in absolute terms and in relation to peer companies. If the qualitative analysis indicates that it is more likely than not the fair value of a reporting unit is less than its carrying value 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 value 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. Significant judgment is involved in determining the assumptions used in estimating future cash flows. These assumptions include, but are not limited to, the following estimates: expected sales, working capital needs to support each reporting unit, capital expenditures and related depreciation and amortization, operating expenses, expected tax rates and the weighted average cost of capital for each reporting unit. Our 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 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 value of the goodwill allocated to that reporting unit.
Intangible Assets
We amortize our identifiable intangible assets over their estimated useful lives, which are evaluated annually to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. Determining the useful life of intangible assets requires judgement and an understanding of our planned use of the asset, among other factors.
Intangible assets are tested for impairment qualitatively on a quarterly basis or whenever events or changes in circumstances indicate that the carrying value of an asset group is not recoverable. If indicators of impairment are present, our 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. Significant judgment is involved in determining the assumptions used in estimating future cash flows.
Refer to Part II, Item 8. Note 8, Goodwill and Note 9, Intangible Assets in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further details.
44
Table of Contents
Business Combinations
We account for business combinations using the purchase method of accounting. The acquisition purchase price is allocated to the underlying identified, tangible and intangible assets and liabilities assumed, based on their respective estimated fair values on the acquisition date. The excess of the purchase consideration over the fair value of the identified assets and liabilities is recorded as goodwill and assigned to one or more reporting units. The value and useful life assigned to acquisition-related tangible and intangible assets impact the amount and timing of future amortization expense. Determining the fair value of assets acquired and liabilities assumed and the expected useful life requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Acquisition-related expenses and restructuring costs, if any, are recognized separately from the business combination and are expensed as incurred.
Refer to Part II, Item 8. Note 6, Acquisitions in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Property, Equipment and Leasehold Improvements
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 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.
A significant amount of judgment is involved in determining if an indicator of impairment has occurred and in calculating the inputs to the impairment calculation. Indicators we consider include, but are not limited to, a significant decline in our expected future cash flows, a change in an expected useful life, unanticipated competition, slower growth rates, ongoing maintenance and necessary improvements to the assets, or changes in the usage or operating performance. Inputs to an impairment calculation include estimates related to future cash flows and asset fair values, forecasting asset useful lives and selecting the discount rate that reflects the risk inherent in future cash flows. If actual results are not consistent with our estimates and assumptions included in our impairment assessment, we may be exposed to losses that could be material.
Refer to Part II, Item 8. Note 7, Property, Equipment and Leasehold Improvements in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Contingencies
We are subject to various legal proceedings, claims and litigation that have arisen in the ordinary course of business, which involve inherent uncertainties. Assessing the probability of loss for such contingencies and determining how to accrue the appropriate liabilities requires judgment. If actual results differ from our assessments, our financial position, results of operations, or cash flows would be affected.
Refer to Part II, Item 8. Note 13, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on our contingent matters.
New Accounting Pronouncements
For a discussion of accounting pronouncements recently adopted and those issued but not yet adopted, refer to Part II, Item 8. Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
45
Table of Contents