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 2025 and 2024, 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, 2025. 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 is a global data and AI solutions provider to the financial markets with open and flexible technologies that deliver financial intelligence to finance professionals worldwide.
Our platform delivers expansive data, sophisticated analytics, and flexible, AI-powered technologies used by global financial professionals to power their critical investment, dealmaking and advisory workflows. As of August 31, 2026, we had more than 9,200 clients and over 260,000 professionals using our solutions, including institutional asset managers, bankers, wealth managers, asset owners, partners, hedge fund professionals, corporate users, private equity and venture capital professionals, and market infrastructure participants. Our revenues are primarily derived from subscriptions to our multi-asset class data and solutions that include workstations, portfolio analytics, enterprise data solutions, and AI solutions. We also offer managed services that operate as an extension of our clients' internal teams to support data, performance, risk and reporting, and AI-enabled workflows.
We drive our business based on a detailed understanding of our clients' workflows. We provide financial data and market intelligence on securities, companies, industries and people to enable our clients to research advisory, dealmaking and investment ideas and analyze, monitor and manage their portfolios. Our solutions for institutional buyside clients span the investment lifecycle of investment research, portfolio construction and analysis, trade execution, performance measurement, risk management and reporting. Our banking solutions facilitate company and market research, enabling clients to perform fundamental analysis, generate ideas, and build and distribute presentations through proprietary and third-party databases with global coverage of public and private markets, granular industry metrics, and deep historical data. Our wealth solutions support home office, advisory, and client engagement workflows, providing financial advisors with tools to monitor markets and their book of business, prospect for new clients, and generate proposals, while enhancing existing client relationships and improving firm-wide efficiency across the investment portfolio lifecycle. We provide open and flexible data and technology offerings, including a configurable desktop and mobile platform, comprehensive data solutions, cloud-based digital solutions, APIs, and MCP servers. AI is embedded throughout these offerings to enhance data discovery, automate routine workflows and improve the speed and accuracy of client insights. Our platform and solutions are supported by our client success and service teams.
We operate our business through three segments: the Americas, EMEA and Asia Pacific. Within each segment, we offer a range of products, data, managed services, and analytical applications which can be tailored to a wide range of workflows. Refer to
Part I, Item 1. Business - Business Overview and Business Strategy and Part II, Item 8. Note 16, Segment Information, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information.
Fiscal 2026 in Review
Revenues totaled $2,476.3 million for fiscal 2026, an increase of 6.7% compared to the prior year, driven by a corresponding 6.7% increase in organic revenues. Revenues increased in all our segments, mainly in the Americas. Revenues increased primarily from workstations, data solutions and, to a lesser extent, portfolio management and trading 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, 2026, organic annual subscription value ("Organic ASV") totaled $2,568.2 million, an increase of 7.0% over the prior year. Organic ASV increased in all our segments, with the majority of the increase in the Americas. Organic ASV growth was mainly driven by data solutions and, to a lesser extent, workstations and middle office 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 definition of Organic ASV.
Operating margin was 28.3% for fiscal 2026, compared with 32.2% for fiscal 2025. This decrease was primarily driven by higher operating expenses as a percentage of revenues, mainly due to an increase in employee compensation costs, primarily driven by restructuring charges, higher variable compensation costs and one-time CEO compensation costs pursuant to the terms of his employment agreement, partially offset by growth in revenues.
Net income for fiscal 2026 was $533.5 million, a decrease of 10.6% from the prior year. Diluted earnings per common share ("Diluted EPS") for fiscal 2026 was $14.57, a decrease of 6.3% compared with the prior year. These decreases were primarily driven by higher operating expenses, including non-recurring items, partially offset by growth in revenues. The decrease in Diluted EPS was also partially offset by a reduction in the diluted weighted average common shares outstanding of approximately 1.8 million shares.
We returned $808.1 million to our stockholders in the form of share repurchases and dividends during fiscal 2026.
As of August 31, 2026, our client and user counts were 9,258 and 260,671, respectively. Our employee headcount was 12,444 as of August 31, 2026, a decrease of 2.8% compared to the prior year, primarily due to restructuring and reduced hiring, reflecting net headcount reductions of 5.5% in the Americas, 2.3% in Asia Pacific and 1.2% in EMEA.
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 recurring services currently being supplied to clients.
-Organic ASV at any point in time equals our ASV excluding ASV from acquisitions and the comparable impact of dispositions and discontinued lines of business, effected within the last 12 months, and the impact of foreign currency movements.
Organic ASV
The following table presents the calculation of Organic ASV as of August 31, 2026. 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, 2026
|
|
ASV
|
$
|
2,565.2
|
|
|
Impact from foreign currency movements
|
3.0
|
|
|
Organic ASV
|
$
|
2,568.2
|
|
|
Organic ASV annual growth rate(1)
|
7.0
|
%
|
(1) For comparability purposes, in calculating the organic ASV annual growth rate, the prior year excludes ASV from dispositions and discontinued lines of business effected within the last 12 months.
Organic ASV increased in all our segments, with the majority of the increase in the Americas. The increase in Organic ASV was primarily driven by data solutions and, to a lesser extent, workstations and middle office solutions. This increase is derived from higher net sales to existing clients and, to a lesser extent, sales to new clients.
Segment ASV
As of August 31, 2026, ASV from the Americas represented 65% of total ASV and was $1,678.2 million, an increase from $1,570.1 million as of August 31, 2025. Americas Organic ASV was also $1,678.2 million as of August 31, 2026, a 7.1% increase from the prior year. The Organic ASV increase in the Americas was primarily driven by data solutions and workstations.
As of August 31, 2026, ASV from EMEA represented 24% of total ASV and was $620.9 million, an increase from $591.6 million as of August 31, 2025. EMEA Organic ASV was $623.6 million as of August 31, 2026, a 5.2% increase from the prior year. The EMEA Organic ASV increase was mainly from data solutions and, to a lesser extent, workstations.
As of August 31, 2026, ASV from Asia Pacific represented 11% of total ASV and was $266.1 million, an increase from $243.9 million as of August 31, 2025. Asia Pacific Organic ASV was $266.4 million as of August 31, 2026, a 10.6% increase from the prior year. The Asia Pacific Organic ASV increase was primarily driven by data solutions, workstations and middle office solutions.
Client and User Additions
The table below presents our total clients and users:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of August 31,
|
|
|
|
2026
|
2025
|
% Change
|
|
Clients(1)
|
9,258
|
|
8,996
|
|
2.9
|
%
|
|
Users
|
260,671
|
|
237,324
|
|
9.8
|
%
|
(1)The client count includes clients with ASV of $10,000 and above.
Our total client count increased mainly due to corporate clients and user count increased primarily due to wealth management users.
Annual ASV retention was greater than 95% of ASV as of August 31, 2026 and August 31, 2025. When expressed as a percentage of clients, annual retention was 90% as of August 31, 2026, compared with 91% as of August 31, 2025.
Employee Headcount
As of August 31, 2026, our net employee headcount decreased by 2.8% to 12,444, compared with 12,800 employees as of August 31, 2025. This net headcount reduction was primarily in the content operations group and was driven by restructuring and reduced hiring.
Our net headcount reduction as of August 31, 2026, compared to August 31, 2025, was 5.5% in the Americas, 2.3% in Asia Pacific and 1.2% in EMEA. As of August 31, 2026, we had 8,652 employees located in Asia Pacific, 2,373 in the Americas and 1,419 in EMEA. Approximately 68% of our employees are located in our COEs.
Results of Operations
For an understanding of the significant factors that influenced our performance during fiscal 2026 and 2025, 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:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(in thousands, except per share data)
|
|
2026
|
|
2025
|
|
% Change
|
|
Revenues
|
|
$
|
2,476,256
|
|
|
$
|
2,321,748
|
|
|
6.7
|
%
|
|
Cost of services
|
|
1,223,146
|
|
|
1,097,782
|
|
|
11.4
|
%
|
|
Selling, general and administrative
|
|
553,153
|
|
|
475,663
|
|
|
16.3
|
%
|
|
Operating income
|
|
$
|
699,957
|
|
|
$
|
748,303
|
|
|
(6.5)
|
%
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
533,481
|
|
|
$
|
597,040
|
|
|
(10.6)
|
%
|
|
Diluted weighted average common shares
|
|
36,612
|
|
|
38,385
|
|
|
|
|
Diluted EPS
|
|
$
|
14.57
|
|
$
|
15.55
|
|
(6.3)
|
%
|
Revenues
The growth in revenues of 6.7% was driven by a corresponding 6.7% increase in organic revenues, which totaled $2,464.6 million for fiscal 2026, and a net increase of 0.1% from foreign currency exchange rate fluctuations, partially offset by a 0.1% decrease from disposition revenues, net of acquisition revenues. Revenues increased in all our geographic segments, primarily in the Americas. The increase in revenues was mainly from workstations, data solutions and, to a lesser extent, portfolio management and trading solutions.
Revenues by Segment
The following table summarizes our revenues by segment:
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(dollar amounts in thousands)
|
|
2026
|
|
2025
|
|
% Change
|
|
Americas
|
|
$
|
1,617,438
|
|
$
|
1,506,108
|
|
7.4
|
%
|
|
% of revenues
|
|
65.3
|
%
|
|
64.9
|
%
|
|
|
|
EMEA
|
|
$
|
605,339
|
|
$
|
580,284
|
|
4.3
|
%
|
|
% of revenues
|
|
24.4
|
%
|
|
25.0
|
%
|
|
|
|
Asia Pacific
|
|
$
|
253,479
|
|
$
|
235,356
|
|
7.7
|
%
|
|
% of revenues
|
|
10.3
|
%
|
|
10.1
|
%
|
|
|
|
Consolidated
|
|
$
|
2,476,256
|
|
$
|
2,321,748
|
|
6.7
|
%
|
Americas
The growth in revenues of 7.4% was driven by a 6.9% increase in organic revenues and a 0.5% increase from acquisition revenues, net of disposition revenues. The increase in revenues was mainly driven by workstations, data solutions, and portfolio management and trading solutions.
EMEA
The growth in revenues of 4.3% was driven by a 5.0% increase in organic revenues and a 0.5% net increase from foreign currency exchange rate fluctuations, partially offset by a 1.2% decrease related to disposition revenues, net of acquisition
revenues. The increase in revenues was primarily from data solutions and workstations, partially offset by a decrease in revenues due to the disposition.
Asia Pacific
The growth in revenue of 7.7% was driven by a 9.9% increase in organic revenues, partially offset by a 1.7% decrease related to disposition revenues, net of acquisition revenues, and a 0.5% net decrease from foreign currency exchange rate fluctuations. The increase in revenues was mainly driven by data solutions, workstations and middle office solutions, partially offset by a decrease in revenues due to the disposition.
Operating Expenses
Principal Operating Expenses
Cost of services is mainly comprised of employee compensation costs and also includes expenses related to data costs, technology-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, bad debt expense, the impact from our foreign currency forward contracts and asset impairments.
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 restructuring costs.
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.
The following table summarizes the components of our total operating expenses and operating margin:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollar amounts in thousands)
|
|
Years ended August 31,
|
|
|
|
|
2026
|
|
2025
|
|
% Change
|
|
Cost of services
|
|
$
|
1,223,146
|
|
$
|
1,097,782
|
|
11.4
|
%
|
|
SG&A
|
|
553,153
|
|
475,663
|
|
16.3
|
%
|
|
Total operating expenses
|
|
$
|
1,776,299
|
|
$
|
1,573,445
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$
|
699,957
|
|
$
|
748,303
|
|
(6.5)
|
%
|
|
Operating margin
|
|
28.3
|
%
|
|
32.2
|
%
|
|
|
Cost of Services
The increase in Cost of services was primarily due to higher employee compensation costs and, to a lesser extent, an increase in amortization of intangible assets and technology-related expenses. When expressed as a percentage of revenues, Cost of services was 49.4% for fiscal 2026, an increase of 210 basis points compared with fiscal 2025, primarily driven by:
•Employee compensation costs increased by 100 basis points, primarily driven by restructuring charges to drive organizational efficiencies and higher annual base salaries mainly due to annual merit increases.
•Amortization of intangible assets increased by 50 basis points, mainly due to an increase in capitalized internal-use software development costs.
•Technology-related expenses increased by 40 basis points, primarily driven by higher spend in cloud-based hosting services and licensed software arrangements.
Selling, General and Administrative
The increase in SG&A was primarily driven by higher employee compensation costs. When expressed as a percentage of revenues, SG&A was 22.3% for fiscal 2026, an increase of 190 basis points compared with fiscal 2025, mainly due to:
•Employee compensation costs increased 220 basis points, primarily due to higher variable compensation costs and stock-based compensation expense mainly due to the recognition, over their respective service periods, of the one-time cash bonus and equity awards granted to our CEO pursuant to the terms of his employment agreement. In addition, variable compensation costs increased mainly due to financial achievement against targets.
Operating Income and Operating Margin
Operating income decreased 6.5% to $700.0 million in fiscal 2026, compared with $748.3 million in fiscal 2025. Operating margin decreased to 28.3% in fiscal 2026, compared with 32.2% in the prior year, primarily driven by higher operating expenses, mainly due to an increase in employee compensation costs, partially offset by growth in revenues. The increase in employee compensation costs was primarily driven by restructuring charges, higher variable compensation costs and one-time CEO compensation costs pursuant to the terms of his employment agreement.
Operating Income by Segment
We operate our business through three segments: the Americas; EMEA; and Asia Pacific. Refer to Part II, Item 8. Note 16, 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:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(dollar amounts in thousands)
|
|
2026
|
|
2025
|
|
% Change
|
|
Americas
|
|
$
|
259,566
|
|
|
$
|
305,963
|
|
|
(15.2)
|
%
|
|
EMEA
|
|
258,403
|
|
|
274,002
|
|
|
(5.7)
|
%
|
|
Asia Pacific
|
|
181,988
|
|
|
168,338
|
|
|
8.1
|
%
|
|
Total Operating Income
|
|
$
|
699,957
|
|
|
$
|
748,303
|
|
|
(6.5)
|
%
|
Americas
Americas operating income decreased primarily due to higher employee compensation costs and, to a lesser extent, amortization of intangible assets and technology-related expenses, partially offset by growth in revenues of 7.4%.
•Employee compensation costs increased primarily due to higher variable compensation costs, restructuring charges and an increase in stock-based compensation expense. Variable compensation costs increased due to financial achievement against targets. In addition, the increase in variable compensation costs and stock-based compensation expense was driven by the recognition, over their respective service periods, of the one-time cash bonus and equity awards granted to our CEO pursuant to the terms of his employment agreement. The restructuring charges were related to driving organizational efficiencies.
•Amortization of intangible assets increased mainly due to an increase in capitalized internal-use software development costs.
•Technology-related expenses increased primarily due to higher spend in cloud-based hosting services and licensed software arrangements.
EMEA
EMEA operating income decreased primarily due to higher employee compensation costs, partially offset by growth in revenues of 4.3%. Employee compensation costs increased mainly due to higher annual base salaries, driven by annual merit increases, and restructuring charges to drive organizational efficiencies.
Asia Pacific
Asia Pacific operating income increased mainly due to growth in revenues of 7.7%, partially offset by higher employee compensation costs driven by an increase in annual base salaries, primarily from annual merit increases.
Income Taxes
The provision for income taxes and the effective tax rate are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(dollar amounts in thousands)
|
|
2026
|
|
2025
|
|
% Change
|
|
Income before income taxes
|
|
$
|
649,716
|
|
|
$
|
720,958
|
|
|
(9.9)
|
%
|
|
Provision for income taxes
|
|
$
|
116,235
|
|
|
$
|
123,918
|
|
|
(6.2)
|
%
|
|
Effective tax rate
|
|
17.9
|
%
|
|
17.2
|
%
|
|
|
We are subject to taxation in the U.S. and various state, local and foreign jurisdictions in which we conduct our business. Our effective tax rate will vary based on, among other factors, changes in levels of foreign income, as well as other non-recurring events.
Our effective tax rate for fiscal 2026 was 17.9% compared with 17.2% for fiscal 2025. This increase was primarily due to a stock-based compensation tax shortfall and the limitation on the deductibility of executive compensation, partially offset by the favorable resolution of uncertain tax positions in the U.S. All local, federal and foreign taxes payable were paid in a timely manner, subject to normal audits of open years.
For a reconciliation from the U.S. corporate tax rate to our effective tax rates for the periods presented, refer to Part II, Item 8. Note 8, Income Taxes in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
Net Income and Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(in thousands, except per share data)
|
|
2026
|
|
2025
|
|
% Change
|
|
Net income
|
|
$
|
533,481
|
|
|
$
|
597,040
|
|
|
(10.6)
|
%
|
|
Diluted weighted average common shares
|
|
36,612
|
|
|
38,385
|
|
|
(4.6)
|
%
|
|
Diluted EPS
|
|
$
|
14.57
|
|
|
$
|
15.55
|
|
|
(6.3)
|
%
|
The decrease in Net income and Diluted EPS for fiscal 2026, compared with fiscal 2025, was primarily driven by higher operating expenses, including non-recurring items, partially offset by growth in revenues. The decrease in Diluted EPS was also partially offset by 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, adjusted Diluted EPS and free cash flow. Reconciliations from our financial measures calculated and presented in accordance with GAAP to these non-GAAP financial measures are shown in the tables below, and the reconciliation of free cash flow is included in the Liquidity and Capital Resources section. These non-GAAP financial measures should not be considered in isolation from, as a substitute for, or superior to, financial measures reported in accordance with GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of 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 equals our revenues, excluding the current year impact of revenues from acquisitions and the comparable impact of dispositions and discontinued lines of business, effected within the past 12 months ("Acquisition revenues", and disposition and discontinued lines of business together, "Disposition revenues", respectively) and the current year impact of foreign currency movements. For acquisitions, organic revenues exclude current year revenues that were incurred prior to the first anniversary date of an acquisition. For dispositions and discontinued lines of business, prior year organic revenues exclude the prior year comparable revenues that were incurred before the date of disposition or discontinuance.
The table below provides an unaudited reconciliation of revenues to organic revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
|
(dollar amounts in thousands)
|
2026
|
|
2025
|
|
% Change
|
|
Revenues
|
$
|
2,476,256
|
|
|
$
|
2,321,748
|
|
|
6.7
|
%
|
|
Acquisition revenues
|
(10,066)
|
|
|
-
|
|
|
|
|
Disposition revenues
|
-
|
|
|
(12,461)
|
|
|
|
|
Currency impact
|
(1,576)
|
|
|
-
|
|
|
|
|
Organic revenues
|
$
|
2,464,614
|
|
|
$
|
2,309,287
|
|
|
6.7
|
%
|
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 represents earnings before interest expense, provision for income taxes and depreciation and amortization, while adjusted EBITDA further excludes non-recurring non-cash expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
(in thousands, except per share data)
|
2026
|
2025
|
% Change
|
|
Operating income
|
$
|
699,957
|
|
$
|
748,303
|
|
(6.5)
|
%
|
|
Intangible asset amortization
|
76,205
|
|
73,036
|
|
|
|
Restructuring/severance
|
46,200
|
|
259
|
|
|
|
CEO onboarding costs(1)
|
19,521
|
|
1,675
|
|
|
|
Business disposition, acquisitions and related costs
|
8,255
|
|
17,761
|
|
|
|
India Labor Codes Reform
|
2,883
|
|
-
|
|
|
|
Asset impairment
|
887
|
|
-
|
|
|
|
Client bankruptcy charges
|
750
|
|
-
|
|
|
|
Litigation reserve
|
650
|
|
-
|
|
|
|
Sales Tax Dispute(2)
|
-
|
|
2,398
|
|
|
|
Adjusted operating income
|
$
|
855,308
|
|
$
|
843,432
|
|
1.4
|
%
|
|
Operating margin
|
28.3
|
%
|
32.2
|
%
|
|
|
Adjusted operating margin(3)
|
34.5
|
%
|
36.3
|
%
|
|
|
Net income
|
$
|
533,481
|
|
$
|
597,040
|
|
(10.6)
|
%
|
|
Intangible asset amortization
|
58,762
|
|
54,074
|
|
|
|
Restructuring/severance
|
35,625
|
|
192
|
|
|
|
CEO onboarding costs(1)
|
15,053
|
|
1,240
|
|
|
|
Impairment within Other assets(4)
|
12,338
|
|
-
|
|
|
|
Business disposition, acquisitions and related costs
|
6,365
|
|
13,150
|
|
|
|
India Labor Codes Reform
|
2,223
|
|
-
|
|
|
|
Asset impairment
|
684
|
|
-
|
|
|
|
Client bankruptcy charges
|
578
|
|
-
|
|
|
|
Litigation reserve
|
501
|
|
-
|
|
|
|
Sales Tax Dispute(2)
|
-
|
|
1,775
|
|
|
|
Gain on business divestiture
|
-
|
|
(17,205)
|
|
|
|
Gain on sale of investments
|
(5,015)
|
|
-
|
|
|
|
Non-operating income from business disposition
|
(604)
|
|
-
|
|
|
|
Income tax items
|
(493)
|
|
1,351
|
|
|
|
Adjusted net income(5)
|
$
|
659,498
|
|
$
|
651,617
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
533,481
|
|
$
|
597,040
|
|
(10.6)
|
%
|
|
Interest expense
|
54,684
|
|
56,324
|
|
|
|
Income taxes
|
116,235
|
|
123,918
|
|
|
|
Depreciation and amortization expense
|
180,830
|
|
157,691
|
|
|
|
EBITDA
|
$
|
885,230
|
|
$
|
934,973
|
|
(5.3)
|
%
|
|
Non-recurring non-cash expenses(6)
|
26,177
|
|
-
|
|
|
|
Adjusted EBITDA
|
$
|
911,407
|
|
$
|
934,973
|
|
(2.5)
|
%
|
|
Diluted EPS
|
$
|
14.57
|
|
$
|
15.55
|
|
(6.3)
|
%
|
|
Intangible asset amortization
|
1.60
|
|
1.41
|
|
|
|
Restructuring/severance
|
0.97
|
|
0.01
|
|
|
|
CEO onboarding costs(1)
|
0.41
|
|
0.03
|
|
|
|
Impairment within Other assets(4)
|
0.34
|
|
-
|
|
|
|
Business disposition, acquisitions and related costs
|
0.18
|
|
0.34
|
|
|
|
India Labor Codes Reform
|
0.06
|
|
-
|
|
|
|
Asset impairment
|
0.02
|
|
-
|
|
|
|
Client bankruptcy charges
|
0.02
|
|
-
|
|
|
|
Litigation reserve
|
0.01
|
|
-
|
|
|
|
Sales Tax Dispute(2)
|
-
|
|
0.05
|
|
|
|
Gain on business divestiture
|
-
|
|
(0.45)
|
|
|
|
Gain on sale of investments
|
(0.14)
|
|
-
|
|
|
|
Non-operating income from business disposition
|
(0.02)
|
|
-
|
|
|
|
Income tax items
|
(0.01)
|
|
0.04
|
|
|
|
Adjusted Diluted EPS(5)
|
$
|
18.01
|
|
$
|
16.98
|
|
6.1
|
%
|
|
Weighted average common shares (diluted)
|
36,612
|
|
38,385
|
|
|
(1)For fiscal 2026, these costs are related to the recognition, over their respective service periods, of one-time make-whole cash and equity awards issued to our CEO pursuant to the terms of his employment agreement.
(2)Related to a resolved matter with the Massachusetts Department of Revenue. Refer to Part II, Item 8. Note 11, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K, for further discussion on this matter.
(3)Adjusted operating margin is calculated as Adjusted operating income divided by Revenues.
(4)Related to the impairment of an equity investment that was recorded to Other income (expense), net on the Consolidated Statements of Income.
(5)For purposes of calculating Adjusted net income and Adjusted Diluted EPS, all adjustments were taxed at an adjusted tax rate of 22.9% and 26.0% for fiscal 2026 and fiscal 2025, respectively.
(6)Primarily related to the impairment of certain equity investments and the recognition, over their respective service periods, of one-time equity awards issued to our CEO.
Liquidity and Capital Resources
As of August 31, 2026, Cash and cash equivalents were $233.3 million and restricted cash was $6.3 million, compared with Cash and cash equivalents of $337.7 million and restricted cash of $14.0 million as of August 31, 2025. Refer to Summary of Cash Flows within this section below, for more information on cash flows during fiscal 2026 and 2025.
Our Cash and cash equivalents as of August 31, 2026 are held in numerous locations throughout the world, with $105.9 million in EMEA (with the largest balance held in the UK), $81.9 million in the Americas (with the largest balance held in the U.S.) and the remaining $45.5 million in Asia Pacific (with the largest balances held in the Philippines and India).
We consider a portion of the unremitted earnings of our foreign subsidiaries and outside basis differences not related to those earnings to be permanently reinvested, where applicable. These unremitted earnings and outside basis differences could give rise to tax liabilities if ever remitted or if a foreign subsidiary was sold. As of August 31, 2026, it is not practicable to determine the deferred tax liability associated with such earnings or basis differences. In addition, we have not provided for deferred taxes on any outside basis differences of our domestic subsidiaries as we have the ability and intent to recover these basis differences in a tax-free manner.
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 12 months and the foreseeable future.
Sources of Liquidity
Debt Agreements
In addition to the discussion below, refer to Part II, Item 8. Note 10, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information on our outstanding borrowings.
2025 Credit Agreement
On April 8, 2025, we entered into a credit agreement (the "2025 Credit Agreement") under which we borrowed $500.0 million under a senior unsecured term loan credit facility (the "2025 Term Facility") and obtained a $1.0 billion senior unsecured revolving credit facility (the "2025 Revolving Facility"). The 2025 Revolving Facility, together with the 2025 Term Facility, are referred to as the "2025 Credit Facilities". The 2025 Credit Facilities contain incremental provisions that permit us to seek additional commitments of up to $1.0 billion under the 2025 Credit Facilities from lenders or other financial institutions. The 2025 Revolving Facility also provides for up to $100.0 million in the form of letters of credit and up to $100.0 million in the form of swingline loans.
On August 28, 2026, we entered into Amendment No. 1 (the "Amendment Agreement") to the 2025 Credit Agreement, which primarily (a) extended the maturity date of the 2025 Term Facility from April 8, 2028 to August 28, 2029, (b) extended the maturity date of the 2025 Revolving Facility from April 8, 2030 to August 28, 2031 and increased the revolving commitments by $500.0 million to a total of $1.5 billion without reducing the capacity under the incremental facilities provisions described above, (c) removed the scheduled quarterly principal payment obligations with respect to the 2025 Term Facility and (d) removed the credit spread adjustment of 0.1% for borrowings under the 2025 Credit Facilities.
Subsequent to the Amended Agreement, the 2025 Credit Facilities are not subject to any mandatory repayments. We may voluntarily prepay loans under the 2025 Credit Facilities at any time without premium or penalty.
As of August 31, 2026, our outstanding debt under the 2025 Term Facility was $375.0 million and we had no outstanding borrowings under the 2025 Revolving Facility. Subsequent to August 31, 2026, we borrowed $90.0 million under the 2025 Revolving Facility.
Following the Amendment Agreement and from August 28, 2026 through August 31, 2026, outstanding borrowings under the Credit Facilities bore interest at a rate equal to the applicable one-month Term SOFR plus a 0.875% interest rate margin, based on a pricing grid determined by reference to our senior unsecured non-credit enhanced long-term debt rating and our total leverage ratio. Interest on the 2025 Credit Facilities is currently payable on the last business day of each month, in arrears.
We continue to pay a commitment fee on the daily unused amount of the 2025 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 0.1% from April 8, 2025 through August 31, 2026.
The 2025 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 2025 Credit Agreement, the lenders may, among other things, terminate their commitments and declare all outstanding borrowings immediately due and payable.
The 2025 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 the last day of each fiscal quarter (subject to an increase to 4.25 to 1.00 for five consecutive fiscal quarters in connection with certain material acquisitions). We were in compliance with all covenants and requirements of the 2025 Credit Agreement as of August 31, 2026.
Senior Notes
On March 1, 2022, we completed a public offering issuing $500.0 million of 2.900% Senior Notes due March 1, 2027 (the "2027 Notes") and $500.0 million 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 $808.1 million and $460.4 million to our stockholders in the form of share repurchases and dividends during fiscal 2026 and 2025, respectively.
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. During fiscal 2026 and 2025, we repurchased 2,608,284 shares for $644.0 million and 684,960 shares for $300.5 million, respectively.
There is no defined number of shares to be repurchased over a specified timeframe through the life of our share repurchase program. On June 17, 2025, our Board of Directors authorized up to $400 million for share repurchases on or after September 1, 2025. On December 16, 2025, our Board of Directors approved an additional $600 million in share repurchase authority, which is available immediately with no expiration date. The additional authorization also removed the expiration date from the June 17, 2025 authorization. As of August 31, 2026, $356.0 million remained available under our share repurchase program.
Refer to Part II, Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, of this Annual Report on Form 10-K for further discussion on our share repurchase program.
Dividends
In the third quarter of fiscal 2026, our Board of Directors approved a 5% increase in the regular quarterly dividend from $1.10 to $1.16 per share. Fiscal 2026 marks the 27th consecutive fiscal year we have increased dividends on a stock split-adjusted basis, highlighting our continued commitment to returning value to our stockholders.
During fiscal 2026 and 2025, we paid dividends of $164.2 million and $160.0 million, respectively. 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.
Acquisitions
Our acquisitions with the most significant cash flows from fiscal 2024 through fiscal 2026 included Liquid Holdings, LLC ("LiquidityBook") and Platform Group Limited ("Irwin"). Refer to Part II, Item 8. Note 5, Acquisitions in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion on these acquisitions.
LiquidityBook
On February 7, 2025, we completed the acquisition of LiquidityBook for a purchase price of $243.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price included contingent consideration of $11.9 million, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain
specified milestones. We finalized the purchase accounting for the LiquidityBook acquisition during the second quarter of fiscal 2026.
LiquidityBook provides cloud-native trading solutions to hedge fund, asset and wealth management, outsourced trading, and sell-side middle office clients. LiquidityBook operates a proprietary FIX network that enabled, as of the acquisition date, streamlined connectivity to over 200 brokers and order routing to more than 1,600 destinations across 80 markets globally. This acquisition adds technology-forward order management and investment book of record capabilities and enhances FactSet's ability to serve the integrated workflow needs of clients across the portfolio life cycle.
Irwin
On November 5, 2024, we completed the acquisition of Irwin for a purchase price of $120.2 million, net of cash acquired, and inclusive of working capital adjustments. The purchase price included contingent consideration of $9.6 million, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified milestones. We finalized the purchase accounting for the Irwin acquisition during the third quarter of fiscal 2025.
Irwin is a leading investor relations and capital markets platform for public companies and their advisors. This acquisition builds on a successful partnership between FactSet and Irwin, and expands our ability to address the holistic workflow needs of investor relations professionals with an integrated, modern solution.
Contractual Obligations
Purchase obligations represent our legally-binding agreements to purchase fixed or minimum quantities at determinable prices. As of August 31, 2026 and 2025, we had total purchase obligations with suppliers and vendors of approximately $360 million and $352 million, respectively. Our total purchase obligations as of August 31, 2026 primarily relate to the acquisition of data, hosting services, 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 9, Leases and Note 10, Debt in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for information regarding our lease commitments and outstanding debt obligations, respectively.
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)
|
2026
|
2025
|
$ Change
|
|
Net cash provided by operating activities
|
$
|
822,200
|
|
$
|
726,260
|
|
$
|
95,940
|
|
|
Net cash provided by (used in) investing activities
|
(132,504)
|
|
(392,773)
|
|
260,269
|
|
|
Net cash provided by (used in) financing activities
|
(799,447)
|
|
(407,821)
|
|
(391,626)
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(2,309)
|
|
3,050
|
|
(5,359)
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
(112,060)
|
|
$
|
(71,284)
|
|
$
|
(40,776)
|
|
Operating
For fiscal 2026, net cash provided by operating activities was $822.2 million, which included net income of $533.5 million, non-cash charges of $300.3 million and a net cash outflow of $11.6 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization.
For fiscal 2025, net cash provided by operating activities was $726.3 million, which included net income of $597.0 million, non-cash charges of $235.0 million and a net cash outflow of $105.7 million to support our working capital requirements. The non-cash charges were primarily driven by depreciation and amortization. The change in our working capital was primarily driven by cash outflows related to payments to resolve the Sales Tax Dispute, timing of vendor payments and client collections, as well as lease payments.
Investing
For fiscal 2026, net cash used in investing activities was $132.5 million. The cash used in investing activities primarily consisted of $114.7 million of capital expenditures mainly due to the capitalization of internal-use software development costs.
For fiscal 2025, net cash used in investing activities was $392.8 million. The cash used in investing activities primarily consisted of $348.3 million of acquisition-related consideration related mainly to the Irwin and LiquidityBook transactions and $108.8 million of capital expenditures mainly driven by the capitalization of internal-use software development costs, partially offset by $58.2 million in proceeds from our investments in mutual funds.
Financing
For fiscal 2026, net cash used in financing activities was $799.4 million, consisting mainly of $644.0 million of share repurchases and $164.2 million of dividend payments.
For fiscal 2025, net cash used in financing activities was $407.8 million, consisting mainly of $805.0 million related primarily to the repayment of the 2022 Credit Facilities, $300.5 million of share repurchases and $160.0 million of dividend payments, partially offset by $803.4 million of proceeds from borrowings under the 2025 Term Facility and the 2022 Revolving Facility, in periods prior to its termination, and $81.7 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 property, equipment and leasehold improvements ("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, may be available to pay debt obligations, make strategic acquisitions and investments, pay dividends, repurchase stock, and strengthen the balance sheet. Free cash flow should be considered in addition to consolidated net income and net cash provided by operating activities, but should not be used as a substitute for these key measures of our performance and liquidity.
The following table reconciles our net cash provided by operating activities to free cash flow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended August 31,
|
|
|
(dollar amounts in thousands)
|
2026
|
|
2025
|
$ Change
|
|
Net cash provided by operating activities
|
$
|
822,200
|
|
|
$
|
726,260
|
|
$
|
95,940
|
|
|
Less: purchases of property, equipment, leasehold improvements and capitalized internal-use software
|
(114,720)
|
|
|
(108,806)
|
|
(5,914)
|
|
|
Free cash flow
|
$
|
707,480
|
|
|
$
|
617,454
|
|
$
|
90,026
|
|
Off-Balance Sheet Arrangements
As of August 31, 2026 and August 31, 2025, 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 10, Debt and Note 11, 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, 2026 and August 31, 2025, 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 2026 and 2025, we maintained a series of foreign currency forward contracts to hedge a portion of our projected operating expenses in our primary currency exposures, namely the British Pound Sterling, Euro, Indian Rupee, and Philippine Peso. As of August 31, 2026, the hedge maturity periods of our outstanding foreign currency forward contracts range from the first quarter of fiscal 2027 through the fourth quarter of fiscal 2027.
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 judgments 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.
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 U.S. and various state, local and foreign jurisdictions in which we conduct our business. Our provision for income taxes is an estimate based on our understanding of laws in these federal, state, local 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 provision for income taxes is subject to volatility and could be adversely impacted by numerous factors such as changes in earnings, 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 8, 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 and purchases of common stock under the employee stock purchase plan ("ESPP") based on their estimated grant date fair value.
We use a lattice-based option-pricing model ("lattice model") to estimate the grant date fair value for our employee stock options. For our CEO stock options with performance conditions ("PSOs"), grant date fair value was estimated using a Monte
Carlo simulation ("Monte Carlo model"). The grant date fair value for non-employee director stock options and common stock purchased by eligible employees under our ESPP is estimated using a Black-Scholes model.
The lattice model, Black-Scholes model, and Monte Carlo model each require certain estimates and assumptions, including the risk-free interest rate, expected volatility, and dividend yield. The Black-Scholes and Monte Carlo models incorporate an assumed expected life of the award, while the lattice model derives the expected life as an output incorporating assumptions such as vesting restrictions and expected exercise patterns based on the intrinsic value of the options.
The primary assumptions and their definitions are as follows:
•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 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.
•Expected life - the weighted average period the stock-based awards are expected to remain outstanding.
For our performance share units ("PSUs"), management makes quarterly assessments of the probability of achieving specified performance criteria established at the time of grant. The ultimate number of 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 14, Stock-Based Compensation in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired at the acquisition date. 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. The impairment loss for the reporting unit cannot exceed the carrying value of the goodwill allocated to that reporting unit.
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 macro-economic conditions, industry and market considerations, including the competitive environment and significant changes in demand for our products or services, internal cost factors, and our own overall financial and share price performance, among other factors. 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 when we elect to do so on a periodic basis, we proceed directly to a quantitative analysis 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 and other relevant market information. Significant judgment is involved in determining the assumptions used in estimating future cash flows, such as: 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. These estimates and judgments are critical, as they directly influence the calculated fair value of our reporting units and, consequently, the results of our goodwill impairment assessment.
Refer to Part II, Item 8. Note 6, Goodwill in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further details.
Business Combinations
We account for business combinations using the purchase method of accounting. Under this method, the acquisition purchase price is allocated to the underlying identified tangible and intangible assets acquired, 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 5, Acquisitions in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K for further information.
Intangible Assets
We amortize our identifiable intangible assets over their estimated useful lives. Determining the useful life requires judgment and an understanding of our planned use of the asset, among other factors. If different useful lives had been used, the resulting amortization expense recognized may be materially different. 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.
We review our intangible assets 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. In performing this assessment, significant judgment is involved in determining the assumptions used in estimating future cash flows and the discount rate.
Refer to Part II, Item 8. Note 7, Intangible Assets 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. We accrue for contingencies when we believe that a loss is probable and the amount can be reasonably estimated. 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 an accrual for 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. We review these accruals on a quarterly basis and adjust, as necessary, to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other current information. 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 11, Commitments and Contingencies for more information on our contingent matters and Note 8, Income Taxes for information on the accounting of our income tax contingencies, in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.
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.