FACTSET RESEARCH SYSTEMS INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures 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. 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 There have been no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our 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. 89 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, 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. Executive Officers of the Registrant of this Annual Report on Form 10-K. 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, 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: 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 2,322,639 (1) $ 253.85 (2) 5,003,572 (3) Equity compensation plans not approved by security holders — — — Total 2,322,639 (1) $ 253.85 (2) 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. (3) Includes 4,668,567 shares available for future issuance under the FactSet Research Systems Inc. Stock Option and Award Plan, as Amended and Restated, 232,293 shares available for future issuance under the FactSet Research Systems Inc. Non-Employee Directors’ Stock Option and Award Plan, as Amended and Restated, and 102,712 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. 90 Table of Contents 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. 91 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 FactSet Research Systems Inc. Schedule II – Valuation and Qualifying Accounts (in thousands) Description Balance at Beginning of Year Charged to Expense Write-offs, Net of Recoveries Balance at End of Year Accounts Receivable Allowance: 2022 $ 6,431 $ 1,324 $ ( 4,979 ) $ 2,776 2021 $ 7,987 $ 918 $ ( 2,474 ) $ 6,431 2020 $ 10,511 $ 754 $ ( 3,278 ) $ 7,987 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 2.1 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 2.2 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 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 3.5 Amendment to Amended and Restated By-laws of FactSet Research Systems Inc. effective September 27, 2021 8-K 001-11869 3.1 10/1/2021 4.0 Form of Common Stock S-1/A 333-04238 4.1 6/26/1996 92 Table of Contents 4.1 Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee 8-K 001-11869 4.1 3/1/2022 4.2 Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc. and U.S. Bank Trust Company, National Association, as trustee 8-K 001-11869 4.2 3/1/2022 4.3 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 4.4 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 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 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 FactSet Research Systems Inc. Executive Severance Plan (1) 8-K 001-11869 10.1 3/5/2020 10. 8 Form of FactSet Research Inc. Equity Award Agreement (1) 8-K 001-11869 10.2 3/5/2020 10.9 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 10. 10 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 21 Subsidiaries of FactSet Research Systems Inc. X 93 Table of Contents 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 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. 94 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 21, 2022 /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 21, 2022 F. Philip Snow (Principal Executive Officer) /s/ LINDA S. HUBER Executive Vice President, Chief Financial Officer October 21, 2022 Linda S. Huber (Principal Financial Officer) /s/ GREGORY T. MOSKOFF Managing Director, Controller and Chief Accounting Officer October 21, 2022 Gregory T. Moskoff (Principal Accounting Officer) /s/ ROBIN A. ABRAMS Director October 21, 2022 Robin A. Abrams /s/ SIEW KAI CHOY Director October 21, 2022 Siew Kai Choy /s/ MALCOLM FRANK Director October 21, 2022 Malcolm Frank /s/ JAMES J. MCGONIGLE Director October 21, 2022 James J. McGonigle /s/ LEE SHAVEL Director October 21, 2022 Lee Shavel /s/ LAURIE SIEGEL Director October 21, 2022 Laurie Siegel /s/ MARIA TERESA TEJADA Director October 21, 2022 Maria Teresa Tejada 95