FACTSET RESEARCH SYSTEMS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company's management, including its principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the annual period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective as of the end of the annual period covered by this report. Changes in Internal Control over Financial Reporting During the first and third quarters of fiscal 2020, the Company implemented a new general ledger and financial reporting system and a new purchase to payables system, respectively, as part of a multi-year global project to design, configure and install an integrated suite of enterprise software. The implementations have involved changes to certain processes and related internal controls over financial reporting. The Company has reviewed the system and the controls affected and made appropriate changes as necessary. There have been no other changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting See Item 8. Management’s Report on Internal Control over Financial Reporting of this Annual Report on Form 10-K, which is incorporated herein by reference. Report of Independent Registered Public Accounting Firm See Item 8. Report of Independent Registered Public Accounting Firm of this Annual Report on Form 10-K, which is incorporated herein by reference. ITEM 9B. OTHER INFORMATION None. 93 Table of Contents Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be furnished by this Item 10. is incorporated herein by reference to our Notice of Annual Meeting of Stockholders and Proxy Statement to be filed within 120 days of August 31, 2020 (the "Proxy Statement"). Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included in Item 1. Executive Officers of the Registrant of this Annual Report on Form 10-K. The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer, all other officers and the Company’s directors. A copy of this code is available on the Company’s website at https://investor.factset.com on the Leadership and Corporate Governance page. The Company intends to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website at the address and general location specified above. The Corporate Governance Guidelines and the charters of the committees of our Board of Directors, including the Audit Committee, Compensation and Talent Committee and Nominating and Corporate Governance Committee, are also available on our website at https://investor.factset.com on the Leadership and Corporate Governance page. The guidelines, charters and code of ethics are also available in print free of charge to any stockholder who submits a written request to our Investor Relations department at our corporate headquarters at 45 Glover Avenue Norwalk, CT 06850. ITEM 11. EXECUTIVE COMPENSATION The information required to be furnished by this Item 11. is incorporated herein by reference to our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required to be furnished by this Item 12. is incorporated herein by reference to our Proxy Statement. Equity Compensation Plan Information The following table summarizes as of August 31, 2020, the number of outstanding equity awards granted to employees and non-employee directors, as well as the number of equity awards remaining available for future issuance, under FactSet’s equity compensation plans: (In thousands, except per share data) Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 2,400 (1) $ 189.32 (2) 6,053 (3) Equity compensation plans not approved by security holders — — — Total 2,400 (1) $ 189.32 (2) 6,053 (3) (1) Includes 2,254 shares issuable upon exercise of outstanding option s, 109 sh ares issuable upon vesting of awards of restricted stock and 37 shares issuable upon the conversion of outstanding performance share units. (2) Calculated without taking into account shares of FactSet common stock subject to outstanding stock awards that will become issuable as they vest, without any cash consideration or other payment required for such shares. 94 Table of Contents (3) Includes 5,625,791 shares available for future issuance under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated, 249,886 shares available for future issuance under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated, and 177,804 shares available for purchase under the FactSet Research Systems Inc. 2008 Employee Stock Purchase Plan, as Amended and Restated. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required to be furnished by this Item 13. is incorporated herein by reference to our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required to be furnished by this Item 14. is incorporated herein by reference to our Proxy Statement. 95 Table of Contents Part IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this Annual Report on Form 10-K: 1. Financial Statements The information required by this item is included in Item 8. Financial Statements and Supplementary Data , of this Annual Report on Form 10-K which is incorporated herein. 2. Financial Statements Schedule Schedule II – Valuation and Qualifying Accounts Years ended August 31, 2020, 2019 and 2018 (in thousands): Receivable reserve and billing adjustments Balance at Beginning of Year Charged to Expense/ Against Revenue (1) Write-offs, Net of Recoveries Balance at End of Year 2020 $ 10,511 $ 754 $ ( 3,278 ) $ 7,987 2019 $ 3,490 $ 11,474 $ ( 4,453 ) $ 10,511 2018 $ 2,738 $ 4,737 $ ( 3,985 ) $ 3,490 (1) Additions to the receivable reserve for doubtful accounts are charged to bad debt expense. Additions to the receivable reserve for billing adjustments are charged against revenue. Additional financial statement schedules are omitted since they are either not required, not applicable, or the information is otherwise included. 3. Exhibits The information required by this Item is set forth below. Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit No. Filing Date Filed Herewith 3.1 Restated Certificate of Incorporation S-1/A 333-04238 3.1 6/26/1996 3.2 Certificate of Amendment of Certificate of Incorporation 10-K 333-22319 3.12 11/20/2001 3.3 Second Amendment to the Restated Certificate of Incorporation 8-K 001-11869 3.1 12/16/2011 3.4 Amended and Restated By-laws of FactSet Research Systems Inc. as amended September 1, 2018 8-K 001-11869 3.1 9/6/2018 4.0 Form of Common Stock S-1/A 333-04238 4.1 6/26/1996 10.1 FactSet Research Systems Inc. 2004 Employee Stock Option and Award Plan (1) DEF-14A 001-11869 Exhibit A 11/10/2004 10.2 FactSet Research Systems Inc. 2004 Stock Option and Award Plan, as Amended and Restated (1) DEFR-14A 001-11869 Appendix A 12/6/2010 10.3 FactSet Research Systems Inc. Stock Option and Award Plan as Amended and Restated (1) 8-K 001-11869 10.1 12/21/2017 10. 4 FactSet Research Systems Inc. 2008 Non-Employee Directors’ Stock Option Plan (1 ) DEF-14A 001-11869 Appendix A 10/30/2008 96 Table of Contents 10.5 FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated (1) 8-K 001-11869 10.2 12/21/2017 10.6 Lease, dated February 14, 2018, between FactSet Research Systems Inc. and 45 Glover Partners, LLC (2) 10-Q 001-11869 10.1 4/9/2018 10.7 Credit Agreement with PNC Bank, National Association, Bank of America, N.A. and HSBC Bank USA, National Association as of March 29, 2019 8-K 001-11869 10.1 3/29/2019 10.8 Amendment to Credit Agreement, dated September 21, 2020, by and among FactSet Research Systems Inc., PNC Bank, National Association, as the Administrative Agent, and the Lenders party thereto. 8-K 001-11869 10.1 9/25/2020 10.9 FactSet Research Systems Inc. Executive Severance Plan (1) 8-K 001-11869 10.1 3/5/2020 10.10 Form of FactSet Research Inc. Equity Award Agreement (1) 8-K 001-11869 10.2 3/5/2020 10.11 Separation Agreement and General Release of Claims dated June 7, 2020 between FactSet Research Systems Inc. and Franck A.R. Gossieaux (1) 8-K 001-11869 10.1 6/9/2020 21 Subsidiaries of FactSet Research Systems Inc. X 23 Consent of Ernst & Young LLP X 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. X 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. X 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema X 101.CAL XBRL Taxonomy Extension Calculation Linkbase X 101.DEF XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB XBRL Taxonomy Extension Label Linkbase X 97 Table of Contents 101.PRE XBRL Taxonomy Extension Presentation Linkbase X 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 X (1) Indicates a management contract or compensatory plan or arrangement (2) Confidential treatment has been granted for portions of this exhibit. ITEM 16. FORM 10-K SUMMARY None. 98 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. FACTSET RESEARCH SYSTEMS INC. (Registrant) Date: October 29, 2020 /s/ F. PHILIP SNOW F. Philip Snow Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Title Date /s/ F. PHILIP SNOW Chief Executive Officer and Director October 29, 2020 F. Philip Snow (Principal Executive Officer) /s/ HELEN L. SHAN Executive Vice President and Chief Financial Officer October 29, 2020 Helen L. Shan (Principal Financial Officer) /s/ GREGORY T. MOSKOFF Senior Vice President, Controller and Chief Accounting Officer October 29, 2020 Gregory T. Moskoff (Principal Accounting Officer) /s/ ROBIN A. ABRAMS Chair October 29, 2020 Robin A. Abrams /s/ SCOTT A. BILLEADEAU Director October 29, 2020 Scott A. Billeadeau /s/ SIEW KAI CHOY Director October 29, 2020 Siew Kai Choy /s/ MALCOLM FRANK Director October 29, 2020 Malcolm Frank /s/ SHEILA B. JORDAN Director October 29, 2020 Sheila B. Jordan /s/ JAMES J. MCGONIGLE Director October 29, 2020 James J. McGonigle /s/ LEE SHAVEL Director October 29, 2020 Lee Shavel /s/ LAURIE SIEGEL Director October 29, 2020 Laurie Siegel /s/ JOSEPH R. ZIMMEL Director October 29, 2020 Joseph R. Zimmel 99