What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-10-21 compared with 2021-10-22 · 42 added, 30 removed, 130 unchanged (36% of the section changed)

2 unchanged sentences

Our management, including our 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.

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.

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

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

Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures, excluding the assessment of those related to CGS, were effective as of the end of the annual period covered by this report.

Changes in Internal Control over Financial Reporting

6 unchanged sentences

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, 2021 (the "Proxy Statement").

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, 2022 (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.

1 unchanged sentence

EXECUTIVE COMPENSATION

The information required to be furnished by this Item 11.

is incorporated herein by reference to our Proxy Statement.

The information required to be furnished by this Item 11 is incorporated herein by reference to our Proxy Statement.

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.

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, 2022, 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 our equity compensation plans:

(In thousands, except per share data)

Plan category

10 unchanged sentences

Equity compensation plans approved by security holders 2,322,639 (1)

5,003,572 (3)

Equity compensation plans not approved by security holders — — —

Total 2,322,639 (1)

(1) Includes 2,277 shares issuable upon exercise of outstanding option s, 128 sh ares issuable upon vesting of awards of restricted stock units and 69 shares issuable upon the conversion of outstanding performance share units.

5,003,572 (3)

(1) Includes 2,089,231 shares issuable upon exercise of outstanding option s, 141,643 sh ares issuable upon vesting of outstanding RSUs and 91,765 shares issuable upon the conversion of outstanding PSUs.

(2) Weighted average exercise price of outstanding options only.

4 unchanged sentences

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.

The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required to be furnished by this Item 14.

is incorporated herein by reference to our Proxy Statement.

The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

4 unchanged sentences

Financial Statements Schedule

FactSet Research Systems Inc.

Schedule II – Valuation and Qualifying Accounts

Years ended August 31, 2021, 2020 and 2019 (in thousands):

Receivable reserve

and billing adjustments Balance at Beginning of Year Charged to Expense/

Against Revenue (1)

(in thousands)

Balance at Beginning of Year Charged to Expense Write-offs,

Net of Recoveries Balance at

Accounts Receivable Allowance:

2022 $ 6,431 $ 1,324 $ ( 4,979 ) $ 2,776

1 unchanged sentence

2020 $ 10,511 $ 754 $ ( 3,278 ) $ 7,987

(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.

4 unchanged sentences

Filing Date Filed

Asset Purchase Agreement, dated as of December 24, 2021, by and between S&P Global Inc.

and FactSet Research Systems Inc.

8-K 001-11869 2.1 3/1/2022

Amendment No.

1 to Asset Purchase Agreement, dated as of February 11, 2022, by and between S&P Global Inc.

and FactSet Research Systems Inc.

8-K 001-11869 2.2 3/1/2022

Restated Certificate of Incorporation

12 unchanged sentences

S-1/A 333-04238 4.1 6/26/1996

Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc.

Bank Trust Company, National Association, as trustee

8-K 001-11869 4.1 3/1/2022

Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc.

Bank Trust Company, National Association, as trustee

8-K 001-11869 4.2 3/1/2022

Form of 2.900% Global Note due 2027 (included in Exhibit A-1 to Exhibit 4.2 above)

8-K 001-11869 4.3 3/1/2022

Form of 3.450% Global Note due 2032 (included in Exhibit A-2 to Exhibit 4.2 above)

8-K 001-11869 4.4 3/1/2022

FactSet Research Systems Inc.

16 unchanged sentences

10-Q 001-11869 10.1 4/9/2018

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

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

FactSet Research Systems Inc.

4 unchanged sentences

8-K 001-11869 10.2 3/5/2020

Credit Agreement dated as of March 1, 2022, among FactSet Research Systems Inc., the Borrowing Subsidiaries party thereto, the Lenders party thereto, and PNC Bank, National Association, as the Administrative Agent

8-K 001-11869 4.5 3/1/2022

Separation Agreement and General Release of Claims dated April 26, 2022 between FactSet Research Systems Inc.

and Gene Fernandez

10-Q 001-11869 10.1 7/1/2022

Subsidiaries of FactSet Research Systems Inc.

26 unchanged sentences

/s/ GREGORY T.

MOSKOFF Senior Vice President, Controller and Chief Accounting Officer October 22, 2021

MOSKOFF Managing Director, Controller and Chief Accounting Officer October 21, 2022

Moskoff (Principal Accounting Officer)

ABRAMS Chair October 22, 2021

ABRAMS Director October 21, 2022

/s/ SIEW KAI CHOY Director October 21, 2022

2 unchanged sentences

Malcolm Frank

/s/ SHEILA B.

JORDAN Director October 22, 2021

MCGONIGLE Director October 21, 2022

2 unchanged sentences

Laurie Siegel

/s/ JOSEPH R.

ZIMMEL Director October 22, 2021

/s/ MARIA TERESA TEJADA Director October 21, 2022

Maria Teresa Tejada

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures