FACTSET RESEARCH SYSTEMS INC
For the period ended Aug 31, 2025. Filed Oct 22, 2025.
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FY2025 · Filed Oct 22, 2025
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Management’s Report on Internal Control Over Financial Reporting
As previously reported in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024, we had identified a material weakness in the design and operation of information technology (“IT”) general controls that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, gave rise to a material weakness in internal control over financial reporting, which we are in the process of remediating.
For fiscal 2025, our management (with the participation of the Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of August 31, 2025, as a result of the material weakness in internal control over financial reporting described further below, which represents a continuation of a sub-set of the control deficiencies which gave rise to the initial material weakness previously identified. However, giving full consideration to the material weakness, the control deficiencies did not result in any identified misstatements, and the Company's management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.
In accordance with the guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition. Based on those guidelines, our management's assessment of the effectiveness of our internal control over financial reporting excluded Platform Group Limited ("Irwin") and Liquid Holdings, LLC ("LiquidityBook"), which we acquired in the first quarter and second quarter of fiscal 2025, respectively. Excluding goodwill and intangible assets, these acquisitions represented a combined 2% of our Total assets as of August 31, 2025 and 1% of our consolidated Revenues for fiscal year 2025. Refer to Note 5, Acquisitions, for additional information on these acquisitions.
Inherent Limitations of Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for FactSet. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
While we have made significant progress remediating the control deficiencies identified during our year ended August 31, 2024, we continue to have certain deficiencies related to the IT general controls that support our revenues, accounts receivable, and deferred revenues processes which, in the aggregate, rise to a material weakness in internal control over financial reporting. The deficiencies related to program change management and user access in connection with segregation of duties and restriction to appropriate users. As a result, the automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed not effective. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
While we have concluded that these control deficiencies did not result in any material misstatements in our Consolidated Financial Statements or disclosures in any of the fiscal years ended August 31, 2025, 2024 or 2023, they were not remediated as of August 31, 2025, and thus created a reasonable possibility that they could result in a material misstatement to the Consolidated Financial Statements that would not be prevented or detected on a timely basis. Accordingly, we determined that these control deficiencies constituted a material weakness.
As a result of the identification of the material weakness, we performed further analysis and completed additional procedures intended to ensure our consolidated financial statements for the years ended August 31, 2025, 2024, and 2023 fairly present in all material respects the financial condition, results of operations and cash flows of the Company and have been prepared in accordance with GAAP. Based on these procedures and analysis, and notwithstanding the material weakness in our internal control over financial reporting, our management has concluded that our Consolidated Financial Statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.
Ernst & Young LLP (PCAOB ID: 42), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting and has issued an adverse opinion on the effectiveness of our internal control over financial reporting as stated in their report on the subsequent page.
To the Stockholders and the Board of Directors of FactSet Research Systems Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of FactSet Research Systems Inc. (the Company) as of August 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 22, 2025 expressed an adverse opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Measurement of income tax provision | |
| Description of the Matter | As discussed in Note 2, Summary of Significant Accounting Policies, and Note 9, Income Taxes, of the Consolidated Financial Statements, the Company serves international markets and is subject to income taxes in the U.S. and various foreign jurisdictions, which affect the Company’s provision for income taxes. The income tax provision is an estimate based on management’s understanding of current enacted tax laws and tax rates of each tax jurisdiction and the use of subjective allocation methodologies to allocate taxable income to tax jurisdictions based upon the structure of the Company’s operations and customer arrangements. For the year-ended August 31, 2025 the Company recognized a consolidated provision for income taxes of $123.9 million with $45.6 million related to its U.S. operations and $78.3 million related to its Non-U.S. operations. |
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| Auditing management’s calculation of the provision for income taxes required complex audit judgement as the Company’s calculation of the provision for income taxes involved subjective estimation and evaluation of the application of tax laws, including the methods used to allocate taxable income and judgments used in determining uncertain tax positions. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over management’s calculation of its provision for income taxes. For example, we tested controls over management’s evaluation of the allocation methodologies and management’s review of the assumptions and data utilized in determining the allocation of income to applicable tax jurisdictions. |
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| Among other audit procedures performed, we evaluated the reasonableness of management’s allocation methodologies based on the Company’s structure, operations and current tax laws, recalculated income tax expense using management’s methodologies and agreed the data used in the calculations to the Company’s underlying books and records. We involved our tax professionals to evaluate the application of tax laws to management’s allocation methodologies and tax position, including the evaluation of third-party reports and advice obtained by the Company. We also performed a sensitivity analysis to assess the effect of changes in management’s allocation methodologies and assumptions. We have evaluated the Company’s income tax disclosures included in Note 9, Income Taxes, of the Consolidated Financial Statements in relation to these matters. | |
| Valuation of Acquired Software Technology | |
| Description of the Matter | As disclosed in Note 5, Acquisitions, of the Consolidated Financial Statements, the Company completed its acquisition of Liquid Holdings, LLC for total consideration of $243.2 million and Platform Group Limited for total consideration of $120.2 million in 2025. The transactions were accounted for as business combinations. The considerations paid in the acquisitions were allocated to the acquired assets and liabilities assumed generally based on their fair values, with the excess of the purchase prices over those fair values allocated to goodwill. The acquired software technologies totaled $101.7 million combined. |
| Auditing the valuation of the Company’s business combinations was especially challenging and complex due to the significant assumptions and measurement uncertainty involved in determining the fair value of the acquired assets and liabilities assumed, specifically related to the Company’s determination of the fair values of acquired software technologies. In particular, the fair value estimates were sensitive to changes in significant underlying assumptions such as the projected revenue growth rate. This significant assumption included forward-looking considerations and was based on expectations of future economic and market conditions. | |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for acquisitions and the related fair value estimation process. Specifically, we tested controls over management’s review of the valuation of the acquired software technologies, including management’s review of the valuation models applied and the significant assumptions described above. We also tested management’s internal controls to develop the projected financial information used in the valuation models and validated that the data used in the valuation models was complete and accurate. |
| To test the estimated fair value of the acquired software technologies, we performed audit procedures that included, among others, evaluating the Company’s valuation methodology and significant assumptions used by management, testing the completeness and accuracy of the underlying data supporting the significant assumptions described above, and performing sensitivity analyses of significant assumptions to evaluate the changes in the fair values of the acquired software technologies. We involved our valuation specialists to assist with our evaluation of the Company’s valuation methodology and significant assumptions used in the fair value estimates. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2013.
Stamford, Connecticut
October 22, 2025
To the Stockholders and the Board of Directors of FactSet Research Systems Inc.
Opinion on Internal Control Over Financial Reporting
We have audited FactSet Research Systems Inc.’s internal control over financial reporting as of August 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, FactSet Research Systems Inc. (the Company) has not maintained effective internal control over financial reporting as of August 31, 2025, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Liquid Holdings, LLC and Platform Group Limited, which are included in the 2025 consolidated financial statements of the Company and which in aggregate, when excluding goodwill and intangible assets, constituted 2% of total assets as of August 31, 2025 and 1% of total revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Liquid Holdings, LLC and Platform Group Limited.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness related to the design and operation of information technology (“IT”) general controls for certain financial applications that support the revenue, accounts receivable, and deferred revenue processes. Consequently, automated controls and IT dependent manual business process controls that rely upon information from the affected financial applications were also deemed ineffective.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended August 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated October 22, 2025, which expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Stamford, Connecticut
October 22, 2025
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