FDS FactSet Research Systems Inc

Delaware		13-3362547
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Explanatory Note	1
About this Prospectus	2
Where You Can Find More Information	3
Incorporation of Certain Information by Reference	3
Disclosure Regarding Forward-Looking Statements	4
Our Company	6
Risk Factors	7
Selling Securityholders	8
Use of Proceeds	9
Description of Debt Securities	10
Description of Guarantees	11
Description of Common Stock	12
Description of Preferred Stock	15
Description of Warrants	16
Description of Depositary Shares	19
Description of Rights	21
Description of Units	22
Description of Securities Purchase Contracts	23
Plan of Distribution	25
Legal Matters	28
Experts	28

●

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

●

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable document, which disclosures are not necessarily reflected in the document;

●

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

●

were made only as of the date of the applicable document or such other date or dates as may be specified in the document and are subject to more recent developments.

(1)

FactSet’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024;

(2)

FactSet’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2024;

(3)

FactSet’s Current Reports on Form 8-K filed on September 19, 2024, December 19, 2024 and December 20, 2024;

(4)

those portions of FactSet’s Definitive Proxy Statement on Schedule 14A, filed on October 30, 2024, incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended August 31, 2024;

(5)

the description of our common stock contained in our Registration Statement on Form S-1, filed with the SEC on June 26, 1996, and any amendment or report filed with the SEC for the purpose of updating such description; and

(6)

all documents filed by FactSet under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the underlying securities.

●

the potential loss, corruption or misappropriation of data and information relating to clients and others;

●

the potential of successful access to prohibited data and other cyber-attacks and the failure of cyber-security systems and procedures;

●

the risks associated with a prolonged or recurring outage at our data centers and other business continuity disruptions at facilities, which could result in reduced service and the loss of clients;

●

the transition to new technologies, applications and processes, which could expose us to unanticipated disruptions;

●

the use of open source software could introduce security vulnerabilities, impose unanticipated restrictions on our ability to commercialize our products and services, and subject us to increased costs;

●

our use of artificial intelligence technologies may not be successful and could present business, compliance and reputational risks;

●

competition in our industry could cause price reductions or loss of market share;

●

the impact of the continued shift from active to passive investing on our user count growth and revenue;

●

the impact of a decline in equity and/or fixed income returns on the buying power of investment management clients;

●

uncertainty or downturns in the global economy and consolidation in the financial services industry, which could cause us to lose clients and users;

●

the impact of volatility or downturns in the financial markets, which could delay the spending patterns of clients and reduce future growth;

●

whether we are able to develop and market new products and enhancements that maintain our technological and competitive position and whether we are able to anticipate and respond to changes in the marketplace for our products and customer demands;

●

whether we are able to identify, integrate, or realize anticipated benefits of acquisitions and strains on resources as a result of growth;

●

our ability to maintain our reputation;

●

our ability to control and manage the additional requirements and burdens involved in our operations outside the United Sates;

●

our ability to enter into, renew or comply with contracts supplying new and existing data sets or products on competitive terms;

●

the impact that accessibility to free or relatively inexpensive information sources may have on demand for our products;

●

our ability to hire and retain key qualified personnel;

●

the impact of pandemics and other global public health epidemics on our business, our future results of operations and our overall financial performance;

●

potential legislative and regulatory changes in the environments in which we and our clients operate;

●

risks associated with the adverse resolution of litigation or governmental investigations;

●

risks associated with claims by third parties that we infringe upon their intellectual property rights or risks associated with third parties infringing upon our intellectual property rights;

●

whether we incur additional costs due to tax assessments resulting from ongoing and future audits by tax authorities as well as changes in tax laws;

●

the impact of our exposure to fluctuations in currency exchange rates and the failure of hedging arrangements;

●

whether our business performance is sufficient to meet financial guidance and publicly disclosed long-term targets;

●

the effect on our business of economic, political and market forces beyond our control;

●

the impact of our indebtedness on our financial condition, and whether we are able to fulfill our obligations under our debt instruments;

●

whether we incur additional debt, which could further exacerbate the risks associated with our indebtedness;

●

the impact of the restrictive covenants in our debt, which may affect our ability to operate our business successfully; and

●

the risk of higher expenses for certain of our borrowings and other obligations that are based on variable rates of interest if interest rates increase.

●

Structure of Board. The Board was historically divided into three classes of directors, with each class as nearly equal in number as possible. The term of office of one class of directors expired each year in rotation so that one class was elected at each annual meeting of stockholders for a full three year term. At FactSet’s 2022 Annual Meeting of Stockholders, our stockholders approved an amendment to the Certificate of Incorporation to transition to a declassified Board beginning with the 2023 Annual Meeting of Stockholders. This will result in the entire Board of Directors being elected for one-year terms beginning at FactSet’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

●

Removal of Directors. The Certificate of Incorporation and the Bylaws provide that (a) until the 2025 Annual Meeting or such other time as the Board is no longer classified, directors may be removed only for cause by the affirmative vote of the holders of a majority of the outstanding shares of FactSet then entitled to vote generally in the election of directors, voting together as a single class (the “Voting Stock”), and (b) from and including the 2025 Annual Meeting or such other time as the Board is no longer classified, directors may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the Voting Stock.

●

Advance Notice of Proposals and Nominations. The Bylaws provide that FactSet stockholders must give timely written notice to bring business before an annual meeting of the FactSet stockholders or to nominate candidates for election as directors at an annual meeting of the FactSet stockholders. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of FactSet not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which the public announcement  of the date of such meeting is first made by FactSet. The Bylaws also specify the form and content of a stockholder’s notice. These provisions may prevent FactSet stockholders from bringing matters before an annual meeting of the FactSet stockholders or from nominating candidates for election as directors at an annual meeting of the FactSet stockholders.

●

Action by Written Consent. The Certificate of Incorporation and the Bylaws provide that an action required or permitted to be taken at an annual or special meeting of stockholders may be taken with the written consent, setting forth the action so taken, signed by the holders of at least 80% of the outstanding shares entitled to vote thereon.

●

Limits on Special Meetings. The Bylaws provide that a special meeting of the FactSet stockholders may be called only by (i) the Chairman of the Board; (ii) the Chief Executive Officer; (iii) the President of FactSet; (iv) the majority of the Board; or (v) by the Secretary of FactSet upon written demand by holders of at least 25% of FactSet’s issued and outstanding capital stock. Only business that has been brought before the meeting pursuant to FactSet’s notice of meeting will be conducted at a special meeting of stockholders.

●

Preferred Stock. The Certificate of Incorporation grants the Board broad power to establish the rights and preferences of authorized and unissued preferred stock. Currently, the Board has the authority to issue 10,000,000 such shares of preferred stock in one or more series and to fix the preferences, limitations and relative rights of the shares of each such series. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including the voting rights, of the holders of common stock. The issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of FactSet without further action by the stockholders.

●

Takeover Statutes. Certain transactions with FactSet may be subject to Section 203 of the DGCL. Section 203 prohibits certain "business combinations" between an "interested stockholder" and a corporation for three years after a stockholder becomes interested, unless one of the statute's exceptions applies. Section 203(c)(5) defines an interested stockholder as a person, broadly defined to include a group, who owns at least 15% of a company's outstanding voting stock. The statute defines business combinations expansively to include any merger or consolidation of, with, or caused by the interested stockholder. Section 203(a) provides three exceptions to the business combination prohibition. First, there is no constraint if the interested stockholder obtains prior board approval for the business combination or the transaction resulting in ownership of 15% of the target's voting stock. Second, the statute does not apply if, in completing the transaction that crosses the 15% threshold, the stockholder becomes the owner of 85% of the corporation's voting stock outstanding as of the time the transaction commenced. Any shares owned by directors who are officers, and shares owned by certain stock option plans are excluded from the calculation. This exception applies most particularly to a tender offeror who has less than 15% of the target's stock and receives tenders that satisfy the 85% requirement. Finally, the statute does not apply if the interested stockholder's business combination is approved by the board of directors and affirmed by at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.

●

Exclusive Forum. The Certificate of Incorporation provides that, unless FactSet consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will  be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of FactSet; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of FactSet to FactSet or its stockholders, creditors or other constituents; (c) any action or proceeding asserting a claim against FactSet or any of its directors, officers or other employees arising pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL or the Certificate of Incorporation or the Bylaws; (d) any action or proceeding seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws; (e) any action or proceeding asserting a claim against FactSet or any of its directors, officers or other employees governed by the internal affairs doctrine; or (f) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; provided that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

●

the title of the debt warrants;

●

the aggregate number of the debt warrants outstanding, if any;

●

the number of debt warrants being offered;

●

the price or prices at which the debt warrants will be issued;

●

the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants, and the procedures and conditions relating to the exercise of the debt warrants;

●

the designation and terms of any related debt securities with which the debt warrants are issued, and the number of the debt warrants issued with each security;

●

the date, if any, on and after which the debt warrants and the related securities will be separately transferable;

●

the principal amount of debt securities purchasable upon exercise of each debt warrant, and the price at which the debt securities may be purchased upon exercise;

●

the provisions, if any, for changes to or adjustments in the exercise price;

●

the date on which the right to exercise the debt warrants shall commence and the date on which such right shall expire;

●

the terms, if any, on which we may accelerate the date by which the debt warrants must be exercised;

●

the minimum or maximum amount of debt warrants that may be exercised at any one time;

●

the currency for which the debt warrants may be purchased;

●

information with respect to book-entry procedures, if any;

●

a discussion of certain material U.S. federal income tax considerations applicable to an investment in the debt warrants; and

●

any other terms of the debt warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

●

the title of the equity warrants;

●

the aggregate number of the equity warrants outstanding, if any;

●

the number of equity warrants being offered;

●

the price or prices at which the equity warrants will be issued;

●

the type and number of securities purchasable upon exercise of the equity warrants;

●

the date, if any, on and after which the equity warrants and the related securities will be separately transferable;

●

the price at which each security purchasable upon exercise of the equity warrants may be purchased;

●

the provisions, if any, for changes to or adjustments in the exercise price;

●

the date on which the right to exercise the equity warrants shall commence and the date on which such right shall expire;

●

whether the equity warrants or related securities will be listed on any securities exchange;

●

the currency for which the equity warrants may be purchased;

●

the terms, if any, on which we may accelerate the date by which the equity warrants must be exercised;

●

the minimum or maximum amount of equity warrants that may be exercised at any one time;

●

information with respect to book-entry procedures, if any;

●

any anti-dilution protection;

●

a discussion of certain material U.S. federal income tax considerations applicable to an investment in the equity warrants; and

●

any other terms of the equity warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants.

●

all outstanding depositary shares have been redeemed; or

●

there has been made a final distribution in respect of the common shares or preference shares in connection with our liquidation, dissolution or winding-up, and such distribution has been distributed to the holders of depositary shares.

●

the date of determining the persons entitled to participate in the rights distribution;

●

the aggregate number of the underlying securities purchasable upon exercise of the rights;

●

the exercise price;

●

the aggregate number of rights issued;

●

the date, if any, on and after which the rights will be separately transferable;

●

the date on which the right to exercise the rights will commence, and the date on which the rights will expire;

●

a discussion of any material U.S. federal income tax considerations applicable to an investment in the rights; and

●

any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights.

●

the title of any series of units;

●

identification and description of the separate constituent securities comprising the units;

●

the price or prices at which the units will be issued;

●

the date, if any, on and after which the constituent securities comprising the units will be separately transferable;

●

information with respect to any book-entry procedures;

●

a discussion of any material U.S. federal income tax considerations applicable to an investment in the units;

●

whether we will apply to have the units traded on a securities exchange or securities quotation system; and

●

any other terms of the units and their constituent securities.

(i)

senior or subordinated debt securities of FactSet; or

(ii)

debt obligations of third parties, including U.S. Treasury securities, which, in either case, may or may not serve as security for the holder’s obligations to purchase or sell the shares under the stock purchase contracts.

(i)

senior or subordinated debt securities of FactSet; or

(ii)

debt obligations of third parties, including U.S. Treasury securities, which, in either case, may or may not serve as security for the holder’s obligations to purchase the securities under the debt purchase contracts.

●

the purchase contracts;

●

the collateral, depositary and custodial arrangements, if applicable, relating to such purchase contracts; and

●

if applicable, the prepaid purchase contracts and the document pursuant to which such prepaid purchase contracts will be issued.

●

to or through one or more underwriters or dealers;

●

in short or long transactions;

●

directly by us or any selling securityholders to investors;

●

through agents; or

●

through a combination of these methods.

●

in privately negotiated transactions;

●

in one or more transactions at a fixed price or prices, which may be changed from time to time;

●

in one or more transactions, including “forward” transactions at a floating price or prices that may be changed from time to time;

●

in “at-the-market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;

●

at prices related to those prevailing market prices; or

●

at negotiated prices.

●

the names of any underwriters, dealers, agents or other counterparties;

●

any agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;

●

any discounts or concessions allowed or reallowed or paid to dealers;

●

details regarding over-allotment options under which underwriters may purchase additional securities from us or any selling securityholders, if any;

●

the purchase price of the securities being offered and the proceeds we or any selling securityholder will receive from the sale;

●

the public offering price; and

●

the securities exchanges on which such securities may be listed, if any.

SEC registration fee	$        *
Printing fees and expenses	**
Accounting fees and expenses	**
Legal fees and expenses	**
Miscellaneous	**
Total	**

*

Applicable SEC registration fees have been deferred in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933 and will be paid at the time of any particular offering of securities under this registration statement and are therefore not estimable at this time.

**

These fees and expenses are incurred in connection with the issuance of securities and will vary based on the securities offered and the number of issuances and, accordingly, are not estimable at this time. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) shall be deemed to be part of this registration statement as of the time it was declared effective.

(c)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Exhibit No.		Description
1.1		Form of Underwriting Agreement(1)
3.1		Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2023)
3.2		Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 19, 2024)
4.1		Form of Certificate for Common Stock of FactSet Research Systems Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A (File No. 333-04238) filed on June 26, 1996)
4.2		Form of Certificate for Preferred Stock of FactSet Research Systems Inc.(1)
4.3		Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2022)
4.4		Supplemental Indenture, dated as of March 1, 2022, between FactSet Research Systems Inc., as issuer, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2022)
4.5		Form of Debt Security(1)
4.6		Form of Guarantee(1)
4.7		Form of Warrant Agreement(1)
4.8		Form of Warrant Certificate(1)
4.9		Form of Deposit Agreement(1)
4.10		Form of Rights Agreement(1)
4.11		Form of Purchase Contract Agreement(1)
5.1*		Opinion of Cravath, Swaine & Moore LLP
23.1*		Consent of Ernst & Young LLP
23.2*		Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1)
24.1		Power of Attorney (included in signature pages)
25.1*		Statement of Eligibility under the Trust Indenture Act of 1939 by U.S. Bank Trust Company, National Association, as trustee (Form T-1) for the Indenture, dated as of March 1, 2022, in Exhibit 4.3
107.1**		Filing Fee Table

*	Filed herewith.

(1)	To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities.

	FactSet Research Systems Inc.
Dated: February 6, 2025	By:	/s/ HELEN L. SHAN
		Name:	Helen L. Shan
		Title:	Executive Vice President, Chief Financial Officer

Signature	Title	Date
/s/ F. PHILIP SNOW	Chief Executive Officer and Director (Principal Executive Officer)	February 6, 2025
F. Philip Snow
/s/ HELEN L. SHAN	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	February 6, 2025
Helen L. Shan
/s/ GREGORY T. MOSKOFF	Managing Director, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 6, 2025
Gregory T. Moskoff
/s/ ROBIN A. ABRAMS	Chair	February 6, 2025
Robin A. Abrams
/s/ SIEW KAI CHOY	Director	February 6, 2025
Siew Kai Choy
/s/ BARAK EILAM	Director	February 6, 2025
Barak Eilam
/s/ MALCOLM FRANK	Director	February 6, 2025
Malcolm Frank
/s/ LAURIE G. HYLTON	Director	February 6, 2025
Laurie G. Hylton
/s/ JAMES J. MCGONIGLE	Director	February 6, 2025
James J. McGonigle
/s/ LEE SHAVEL	Director	February 6, 2025
Lee Shavel
/s/ LAURIE SIEGEL	Director	February 6, 2025
Laurie Siegel
/s/ MARIA TERESA TEJADA	Director	February 6, 2025
Maria Teresa Tejada
/s/ ELISHA WIESEL	Director	February 6, 2025
Elisha Wiesel

Exhibit 5.1

Based upon and subject to the foregoing, and assuming that: (i) the Registration Statement and any supplements and amendments thereto (including post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iii) all Securities will be issued and sold in compliance with all applicable Federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (iv) none of the terms of any Security to be established subsequent to the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security will violate any applicable law or will result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company; (v) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; and (vi) any Securities issuable upon conversion, exchange or exercise of any Security being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise, we are of opinion that:

We express no opinion herein as to any provision of the Indenture, the Warrant Agreement, the Deposit Agreement, the Rights Agreement, the Purchase Contract Agreement or the Unit Agreement or the Debt Securities, the Guarantees, the Warrants, the Depositary Shares, the Rights, the Purchase Contracts or the Units that (a) relates to the subject matter jurisdiction of any Federal court of the United States of America, or any Federal appellate court, to adjudicate any controversy related thereto, (b) contains a waiver of an inconvenient forum, (c) relates to the waiver of rights to jury trial or (d) provides for indemnification, contribution or limitations on liability.  We also express no opinion as to (i) the enforceability of the provisions of the Indenture, the Warrant Agreement, the Deposit Agreement, the Rights Agreement, the Purchase Contract Agreement or the Unit Agreement or the Debt Securities, the Guarantees, the Warrants, the Depositary Shares, the Rights, the Purchase Contracts or the Units to the extent that such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived or (ii) whether a state court outside the State of New York or a Federal court of the United States would give effect to the choice of New York law provided for therein.

Courts in the United States have not customarily rendered judgments for money damages denominated in any currency other than United States dollars.  Section 27(b) of the Judiciary Law of the State of New York provides, however, that a judgment or decree in an action based upon an obligation denominated in a currency other than United States dollars shall be rendered in the foreign currency of the underlying obligation and converted into United States dollars at the rate of exchange prevailing on the date of the entry of the judgment or decree.  We express no opinion as to whether a Federal court would render a judgment other than in United States dollars.

We are admitted to practice only in the State of New York and express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America.

We understand that we may be referred to as counsel who has passed upon the validity of the Securities of the Company in the prospectus and in a supplement to the prospectus forming a part of the Registration Statement, and we hereby consent to such use of our name in said Registration Statement and to the use of this opinion for filing with said Registration Statement as Exhibit 5.1 thereto.  In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

FactSet Research Systems Inc.

45 Glover Avenue

Norwalk, Connecticut 06850

O

Item 1.	GENERAL INFORMATION.  Furnish the following information as to the Trustee.
	a)	Name and address of each examining or supervising authority to which it is subject.
			Comptroller of the Currency
			Washington, D.C.
	b)	Whether it is authorized to exercise corporate trust powers.
			Yes
Item 2.	AFFILIATIONS WITH THE OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.
		None
Items 3-15.	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.
	1.	A copy of the Articles of Association of the Trustee, attached as Exhibit 1.
	2.	A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
	3.	A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.
	4.	A copy of the existing bylaws of the Trustee, attached as Exhibit 4.
	5.	A copy of each Indenture referred to in Item 4.  Not applicable.
	6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
	7.	Report of Condition of the Trustee as of September 30, 2024, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

(1)	Define the duties of the officers, employees, and agents of the Association.

(2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3)	Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)	Dismiss officers and employees.

(5)	Require bonds from officers and employees and to fix the penalty thereof.

(6)	Ratify written policies authorized by the Association’s management or committees of the board.

(7)

Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

(8)	Manage and administer the business and affairs of the Association.

(9)	Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10)	Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11)	Make contracts.

(12)	Generally perform all acts that are legal for a board of directors to perform.

(1)

Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2)

Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

			9/30/2024
Assets
Cash and Balances Due From Depository Institutions		$	1,551,827
Securities			4,568
Federal Funds			0
Loans & Lease Financing Receivables			0
Fixed Assets			1,070
Intangible Assets			576,760
Other Assets			153,717
Total Assets		$	2,287,942
Liabilities
Deposits		$	0
Fed Funds			0
Treasury Demand Notes			0
Trading Liabilities			0
Other Borrowed Money			0
Acceptances			0
Subordinated Notes and Debentures			0
Other Liabilities			215,240
Total Liabilities		$	215,240
Equity
Common and Preferred Stock			200
Surplus			1,171,635
Undivided Profits			900,867
Minority Interest in Subsidiaries			0
Total Equity Capital		$	2,072,702
Total Liabilities and Equity Capital		$	2,287,942

S-3 S-3ASR EX-FILING FEES 0001013237 FACTSET RESEARCH SYSTEMS INC 0001013237 2025-02-05 2025-02-05 0001013237 1 2025-02-05 2025-02-05 0001013237 2 2025-02-05 2025-02-05 0001013237 3 2025-02-05 2025-02-05 0001013237 4 2025-02-05 2025-02-05 0001013237 5 2025-02-05 2025-02-05 0001013237 6 2025-02-05 2025-02-05 0001013237 7 2025-02-05 2025-02-05 0001013237 8 2025-02-05 2025-02-05 0001013237 9 2025-02-05 2025-02-05 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

FACTSET RESEARCH SYSTEMS INC

Table 1: Newly Registered and Carry Forward Securities

		Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid	1	Debt	Debt Securities	Other				0.0001531	$ 0.00
Fees to be Paid	2	Other	Guarantees	Other				0.0001531	$ 0.00
Fees to be Paid	3	Equity	Common Stock, par value $0.01 per share	Other				0.0001531	$ 0.00
Fees to be Paid	4	Equity	Preferred Stock, par value $0.01 per share	Other				0.0001531	$ 0.00
Fees to be Paid	5	Other	Warrants	Other				0.0001531	$ 0.00
Fees to be Paid	6	Other	Depositary Shares	Other				0.0001531	$ 0.00
Fees to be Paid	7	Other	Rights	Other				0.0001531	$ 0.00
Fees to be Paid	8	Other	Units	Other				0.0001531	$ 0.00
Fees to be Paid	9	Other	Securities Purchase Contracts	Other				0.0001531	$ 0.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:				$ 0.00		$ 0.00
			Total Fees Previously Paid:						$ 0.00
			Total Fee Offsets:						$ 0.00
			Net Fee Due:						$ 0.00

Offering Note

1	a. Including such principal amount of debt securities as may, from time to time, be issued at indeterminate prices. b. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. c. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. d. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
2	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
3	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
4	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
5	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder. d. The warrants covered by this registration statement may be warrants for common stock, preferred stock or debt securities.
6	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
7	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
8	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
9	a. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the registrant is deferring payment of all registration fees. b. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. c. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

X

- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityCentralIndexKey Namespace Prefix: dei_ Data Type: dei:centralIndexKeyItemType Balance Type: na Period Type: duration

X

- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityRegistrantName Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_FeeExhibitTp Namespace Prefix: ffd_ Data Type: ffd:feeExhibitTypeItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_FormTp Namespace Prefix: ffd_ Data Type: ffd:submissionTypeItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_SubmissionLineItems Namespace Prefix: ffd_ Data Type: xbrli:stringItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_SubmissnTp Namespace Prefix: ffd_ Data Type: ffd:submissionTypeItemType Balance Type: na Period Type: duration

X

- Definition Total amount of registration fee (amount due after offsets). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_FeeAmt Namespace Prefix: ffd_ Data Type: ffd:nonNegative1TMonetary2ItemType Balance Type: na Period Type: duration

X

- Definition The rate per dollar of fees that public companies and other issuers pay to register their securities with the Commission. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_FeeRate Namespace Prefix: ffd_ Data Type: dtr-types:percentItemType Balance Type: na Period Type: duration

X

- Definition Checkbox indicating whether filer is using a rule other than 457(a), 457(o), or 457(f) to calculate the registration fee due. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_FeesOthrRuleFlg Namespace Prefix: ffd_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_OfferingNote Namespace Prefix: ffd_ Data Type: dtr-types:textBlockItemType Balance Type: na Period Type: duration

X

- Definition The title of the class of securities being registered (for each class being registered). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_OfferingSctyTitl Namespace Prefix: ffd_ Data Type: ffd:securityTitleItemType Balance Type: na Period Type: duration

X

- Definition Type of securities: "Asset-backed Securities", "ADRs/ADSs", "Debt", "Debt Convertible into Equity", "Equity", "Face Amount Certificates", "Limited Partnership Interests", "Mortgage Backed Securities", "Non-Convertible Debt", "Unallocated (Universal) Shelf", "Exchange Traded Vehicle Securities", "Other" + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_OfferingSctyTp Namespace Prefix: ffd_ Data Type: ffd:securityTypeItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_OfferingTable Namespace Prefix: ffd_ Data Type: xbrli:stringItemType Balance Type: na Period Type: duration

X

- References No definition available. + Details Name: ffd_PrevslyPdFlg Namespace Prefix: ffd_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

X

- Details Name: ffd_OfferingAxis=1 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=2 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=3 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=4 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=5 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=6 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=7 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=8 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- Details Name: ffd_OfferingAxis=9 Namespace Prefix: Data Type: na Balance Type: Period Type:

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_FeesSummaryLineItems Namespace Prefix: ffd_ Data Type: xbrli:stringItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_NetFeeAmt Namespace Prefix: ffd_ Data Type: xbrli:monetaryItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_TtlFeeAmt Namespace Prefix: ffd_ Data Type: ffd:nonNegative1TMonetary2ItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_TtlOfferingAmt Namespace Prefix: ffd_ Data Type: ffd:nonNegative1TMonetary2ItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_TtlOffsetAmt Namespace Prefix: ffd_ Data Type: ffd:nonNegative1TMonetary2ItemType Balance Type: na Period Type: duration

X

- References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 + Details Name: ffd_TtlPrevslyPdAmt Namespace Prefix: ffd_ Data Type: ffd:nonNegative1TMonetary2ItemType Balance Type: na Period Type: duration