Public offering price (1)		Underwriting discount		Proceeds, before expenses, to us (1)
2027 notes	99.829%	$499,145,000	0.600%	$3,000,000	99.229%	$496,145,000
2032 notes	99.606%	$498,030,000	0.650%	$3,250,000	98.956%	$494,780,000

(1)	Plus accrued interest from March 1, 2022, if settlement occurs after that date.

(1)

FactSet Research Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021 (the “Fiscal 2021 10-K”);

(2)

FactSet Research Systems Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2021(the “Q1 2022 10-Q”);

(3)

FactSet Research Systems Inc.’s Current Reports on Form 8-K filed on October 1, 2021, October 4, 2021, December 21, 2021 and December 27, 2021;

(4)

those portions of FactSet Research Systems Inc.’s Definitive Proxy Statement on Schedule 14A, filed on October 29, 2021, incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended August 31, 2021; and

(5)

all documents filed by FactSet Research Systems Inc. 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 prohibited data access 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;

●

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

●

the impact of the continued shift from active to passive investing could negatively impact 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 in the global economy and consolidation in the financial services industry which could cause us to lose clients and users;

●

the impact of volatility in the financial markets may 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 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 risk that operations outside the United States involve additional requirements and burdens that we may not be able to control or manage successfully;

●

the impact of the current COVID-19 pandemic 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 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 business performance is sufficient to meet financial guidance and publicly disclosed long-term targets; and

●

risks related to the proposed CGS Transaction.

●

making it more difficult for FactSet to satisfy its obligations with respect to the notes;

●

limiting our ability to borrow additional amounts to fund working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes;

●

requiring us to dedicate a substantial portion of our cash flow from operations to pay interest on our debt and scheduled amortization on the New Term Facility, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our strategy and other general corporate purposes;

●

making us more vulnerable to adverse changes in general economic, industry and government regulations and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions;

●

placing us at a competitive disadvantage compared with those of our competitors that have less debt; and

●

exposing us to risks inherent in interest rate fluctuations because some of our borrowings are at variable rates of interest, which could result in higher interest expense in the event of increases in market interest rates.

Sources						Uses
(in millions)						(in millions)
New Revolving Facility		$	250			Purchase price of CGS Business		$	1,925
New Term Facility		$	1,000			Refinance 2019 Revolving Facility		$	575
Notes offered hereby		$	1,000			Estimated fees & expenses		$	25
Cash from balance sheet		$	275			Total Uses		$	2,525
Total Sources		$	2,525

(i)

on an actual basis; and

(ii)

on an as adjusted basis to give effect to the consummation of this notes offering and the application of the estimated proceeds from this notes offering, together with estimated proceeds of the proposed New Credit Facilities and cash on hand, in the manner described in “Use of Proceeds.”

		As of November 30, 2021
		Actual				As Adjusted
		(In millions)
Cash and cash equivalents		$	673.9			$	398.9
Debt:
Notes offered hereby		$	—			$	1,000.0
2019 Revolving Facility(1)			574.6				—
New Term Facility			—				1,000.0
New Revolving Facility			—				250.0
Total debt		$	574.6			$	2,250.0
Total stockholders’ equity			1,098.9				1,098.9
Total capitalization		$	1,673.5			$	3,348.9

(1)	At November 30, 2021, we had approximately $2.8 million of outstanding letters of credit.

●

unsecured unsubordinated obligations;

●

equal in right of payment with all of our existing and future unsubordinated obligations, including any obligations outstanding under the New Credit Facilities;

●

senior in right of payment to all of our existing and future subordinated indebtedness;

●

effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the assets securing such secured indebtedness; and

●

structurally subordinated to all existing or future indebtedness of any of the Company’s subsidiaries.

●

we would have had $2.25 billion of total indebtedness (including $1,000.0 million of the notes offered hereby), none of which would have consisted of secured indebtedness;

●

we would have had up to $250.0 million of available revolving commitments under the New Revolving Facility; and

●

none of the Company’s material indebtedness would have been subordinated to the notes offered hereby.

●

had no outstanding indebtedness (excluding intercompany indebtedness); and

●

held assets representing approximately 41% of our net property, equipment and leasehold improvements.

●

(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the applicable Par Call Date) on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the applicable Treasury Rate, as defined below, plus 15 basis points in the case of the 2027 notes and 25 basis points in the case of the 2032 notes less (b) interest accrued to the date of redemption, and

●

100% of the principal amount of the notes to be redeemed,

(a)

that a Change of Control Triggering Event has occurred and that such holder has the right to require us to purchase such holder’s notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date);

(b)

the circumstances and relevant facts regarding such Change of Control Triggering Event;

(c)

the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered); and

●

the Company will be the surviving company in any merger or consolidation or if the Company consolidates with or merges into another Person or conveys or transfers or leases its properties and assets substantially as an entirety, in one transaction or a series of related transactions, directly or indirectly, to any Person, such successor Person is an entity organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia; provided that in the case where such successor Person is not a corporation, a co-obligor of the notes is a corporation;

●

the successor Person, if other than the Company, expressly assumes all of the Company’s obligations in respect of the Indenture and the notes pursuant to a supplemental indenture;

●

immediately after giving effect to the consolidation, merger, conveyance, transfer or lease, there exists no Default or Event of Default; and

●

other conditions, including the delivery of an Officers’ Certificate and an Opinion of Counsel, described in the Indenture are met, including that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture and that the notes and Indenture constitute valid and binding obligations of us or successor person,  as applicable, subject to customary exceptions.

(a)

Except as provided in clause (b) below, neither the Company nor any subsidiary of the Company may create, incur, assume or otherwise have outstanding any Lien, upon any Principal Property belonging to the Company or to any subsidiary of the Company, or upon the shares of capital stock or debt of any subsidiary of the Company that owns Principal Property, whether such Principal Property, shares or debt are owned by the Company or the applicable subsidiary on the Issue Date or acquired in the future, to secure any Indebtedness of the Company or any such subsidiary.

(b)

The Company or any subsidiary may create, incur, assume or otherwise have outstanding any Lien if the notes will be secured by a Lien equally and ratably with or in priority to the new secured Indebtedness, so long as such new secured Indebtedness shall be so secured. In this event, the Company may also provide that any of its other Indebtedness, including Indebtedness guaranteed by the Company or by any of its subsidiaries, will be secured equally with or in priority to the new secured Indebtedness. In addition,  the restrictions in clause (a) on creating, incurring, assuming or having outstanding any Lien will not apply to:

(1)

Liens on cash and cash equivalents deposited as cash collateral on letters of credit as contemplated by the New Credit Agreement;

(2)

Permitted Encumbrances;

(3)

any Lien on any asset of the Company or any subsidiary of the Company existing on the Issue Date; provided that (i) such Lien shall not attach to any other asset of the Company or any subsidiary of the Company (other than the proceeds or products thereof, replacements, accessions or additions thereto and improvements thereon), and (ii) such Lien shall secure only those obligations that it secures on the Issue Date and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase in connection with such extension, renewal or refinancing);

(4)

any Lien existing on any asset prior to the acquisition thereof by the Company or any subsidiary of the Company or existing on any asset of any Person that becomes a subsidiary of the Company (or of any Person not previously a subsidiary of the Company that is merged or consolidated with or into the Company or a subsidiary of the Company in a transaction permitted hereunder) after the date of the Indenture prior to the time such Person becomes a subsidiary of the Company (or is so merged or consolidated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a subsidiary of the Company (or such merger or consolidation), (ii) such Lien shall not attach to any other asset of the Company or any subsidiary of the Company (other than the proceeds or products thereof, replacements, accessions or additions thereto and improvements thereon and any ancillary rights) and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a subsidiary of the Company (or is so merged or consolidated) and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase in connection with such extension, renewal or refinancing);

(5)

Liens on assets acquired, constructed, repaired or improved by the Company or any subsidiary of the Company securing Indebtedness, including Capital Leases, incurred to finance such acquisition, construction, repair or improvement, and any obligations relating thereto not constituting Indebtedness, and any extensions, renewals and refinancings thereof that do not increase the outstanding principal amount thereof (other than any increase attributable to accrued and unpaid interest and any fees, expenses and costs, including any prepayment, tender, exchange or repurchase in connection with such extension, renewal or refinancing); provided that such Liens shall not attach to any asset of the Company or any subsidiary of the Company other than the assets financed by such Indebtedness (other than the proceeds or products thereof, replacements, accessions or additions thereto and improvements thereon and any ancillary rights (including related contract rights and payment intangibles and other assets related thereto));

(6)

in the case of (A) any subsidiary that is not a wholly-owned subsidiary of the Company or (B) the Capital Stock in any Person that is not a subsidiary of the Company, any encumbrance or restriction, including any put and call arrangements, related to Capital Stock in such subsidiary or such other Person set forth in the organizational documents of such subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement;

(7)

Liens on any cash deposits (including as part of any escrow arrangement) made by the Company and/or any of its subsidiaries in connection with any acquisition or other investment, or any disposition, permitted under the Indenture;

(8)

Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(9)

(a) Liens in favor of the Company and (b) Liens on the property of any subsidiary of the Company in favor of any other subsidiary of the Company;

(10)

Liens on cash and cash equivalents used to defease, redeem, satisfy or discharge Indebtedness;

(11)

Liens on the proceeds of any Indebtedness incurred in connection with any transaction permitted under the Indenture, which proceeds have been deposited into a dedicated account to secure such Indebtedness pending the application of such proceeds to finance such transaction, and on cash or cash equivalents set aside at the time of the incurrence of such Indebtedness to the extent such cash or cash equivalents prefund the payment of interest or fees on such Indebtedness and are held in such dedicated account pending application for such purpose; and

(12)

other Liens securing Indebtedness; provided that at the time of incurrence of such Indebtedness and after giving pro forma effect thereto and to all related transactions, the aggregate outstanding principal amount of Indebtedness or other obligations secured by Liens permitted by this clause (12) does not exceed 10.0% of Consolidated Total Assets as of the last day of the then most recently ended Test Period.

(a)

Neither the Company nor any subsidiary of the Company may engage in a transaction with any Person (other than the Company or a subsidiary of the Company) providing for the leasing by the Company or any subsidiary of the Company of any Principal Property of the Company or a subsidiary of the Company or any property which  together with any other property subject to the same transaction or series of related transactions would in the aggregate constitute a Principal Property of the Company or a subsidiary of the Company, except for transactions (i) involving a lease which will not exceed three years, including renewals (or which may be terminated by the Company or the applicable subsidiary within a period of not more than three years), (ii) involving a lease of Principal Property executed by the time of, or within 12 months after, the latest of the acquisition, completion of construction, or commencement of operations of such Principal Property, (iii) that were for the sale and leasing back to the Company or a subsidiary of the Company any Principal Property and (iv) that were entered into prior to, or within 12 months of, the Issue Date (a “Sale/Leaseback Transaction”), unless the net proceeds of the sale or transfer of the property to be leased are at least equal to the fair market value of such property and unless:

(1)

the Indenture would have allowed the Company or any subsidiary of the Company to create a Lien on such Principal Property to secure debt in an amount at least equal to the Attributable Debt in respect of such Sale/Leaseback Transaction without securing the notes pursuant to the terms of the covenant described under “—Certain Covenants—Limitation on Liens”; or

(2)

within 360 days, the Company or any subsidiary of the Company applies an amount equal to the net proceeds of such sale or transfer to:

a.

the voluntary retirement of any indebtedness of the Company or its subsidiaries maturing by its terms more than one year from the date of issuance, assumption or guarantee thereof, or which is extendible or renewable at the sole option of the obligor in such manner that it may become payable more than one year from the date of issuance, assumption or guarantee, which is senior to or ranks equally with the notes in right of payment and owing to a Person other than the Company or any affiliate of the Company; or

b.

the purchase of additional property that will constitute or form a part of Principal Property or other assets used or useful in a similar business, and which has a fair market value at least equal to the net proceeds of such sale or transfer.

(b)

For purposes of this covenant:

(1)

in determining compliance with any U.S. dollar-denominated restriction on the entering into of any Sale/Leaseback Transaction, the U.S. dollar-equivalent principal amount of Attributable Debt denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Attributable Debt in respect of such Sale/Leaseback Transaction  was Incurred; and

(2)

the maximum amount of Attributable Debt that the Company or any subsidiary may Incur in respect of any Sale/Leaseback Transaction shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

●

change the stated maturity of any note or any installment of interest on any note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any note or any premium or interest thereon is payable or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof, or change the date on which any notes may be subject to redemption or reduce the redemption price therefor;

●

modify or change any provision of the Indenture affecting the ranking of any notes or any guarantee in a manner adverse to the holders of such notes; or

●

modify any of the provisions of this paragraph or the second succeeding paragraph, except to increase any such percentage required for such actions or to provide that other provisions of the Indenture cannot be modified or waived without the consent of the holder of each outstanding note affected thereby.

●

in any payment in respect of the principal of, premium, if any or interest on any notes (including any note which is required to have been purchased pursuant to an offer to purchase which has been made by the Company), or

●

in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding note affected.

(1)

the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries;

(2)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the ultimate “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under+ the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares;

(3)

the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction;

(4)

the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

(5)

the adoption of a plan relating to the liquidation or dissolution of the Company

(1)

was a member of such Board of Directors at the Issue Date; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

(a)

Liens imposed by law for taxes that are immaterial, are not overdue by more than 60 days or are being contested in good faith by appropriate proceedings and for which the Company or such subsidiary has set aside on its books reserves with respect thereto to the extent required by GAAP;

(b)

carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ and other Liens imposed by law (other than any Lien imposed pursuant to Section 430(k) or 4068 of the Code or Section 303(k) of ERISA or a violation of Section 436 of the Code), arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in good faith by appropriate proceedings;

(c)

Liens incurred (i) in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws, environmental laws or similar legislation, (ii) to secure liabilities to insurance carriers under insurance or self-insurance arrangements in respect of obligations of the type set forth in clause (i) above or (iii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Company or any or its subsidiaries supporting obligations of the type set forth in clause (i) above;

(d)

Liens incurred (i) to secure the performance of bids, tenders, leases, statutory obligations, surety, stay, customs and appeal bonds and performance bonds, government contracts, trade contracts (other than for Indebtedness) and other obligations of a like nature, in each case in the ordinary course of business and (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Company or any of its subsidiaries supporting obligations of the type set forth in clause (i) above;

(e)

Liens incurred (i) to secure any liability for reimbursement, premium or indemnification obligations of insurance brokers or carriers providing property, casualty, liability or other insurance to the Company and its subsidiaries or (ii) in respect of letters of credit, bank guarantees or similar instruments issued for the account of the Company or any of its subsidiaries supporting obligations of the type set forth in clause (i) above;

(f)

Liens consisting of (i) any interest or title of a lessor, sub-lessor, licensor or sub-licensor under any lease, license or similar arrangement permitted hereunder, (ii) any landlord lien permitted by the terms of any lease, or assignments of insurance or condemnation proceeds provided to landlords (or their mortgagees) pursuant to the terms of any lease, (iii) any restriction or encumbrance to which the interest or title of such lessor, sub-lessor, licensor or sub-licensor may be subject, (iv) any subordination of the interest of the lessee, sub-lessee, licensee or sub licensee under such lease, license or similar arrangement to any restriction or encumbrance referred to in the preceding clause (iii) or (v) ground leases or subleases in respect of real property on which facilities owned or leased by the Company and/or any of its subsidiaries are located;

(g)

leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and which do not secure any Indebtedness;

(h)

Liens consisting of easements, rights-of-way, covenants, licenses, agreements, declarations, restrictions, defects, encroachments, and other similar rights, and any minor defects or irregularities in title, and leases, subleases, tenancies, options, concession agreements, rental agreements, occupancy agreements, access agreements and any other similar agreements, whether or not of record, affecting any real property, which do not, in the aggregate, materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company and its subsidiaries, taken as a whole;

(i)

Liens in connection with any zoning, building or similar law or right reserved to or vested in any governmental authority to control or regulate the use of any or dimensions of real property or the structure thereon, including Liens in connection with any condemnation, taking or similar event proceedings;

(j)

the rights, if any, of any governmental authority or public utility company to construct and/or maintain lines, pipes, wires, cables, poles, conduits and distribution boxes and equipment in, over, under, and/or upon any portion of any real property;

(k)

Liens securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights relating to litigation being contested in good faith not constituting an Event of Default and (ii) any pledge and/or deposit securing any settlement of litigation;

(l)

banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with depository institutions and securities accounts and other financial assets maintained with securities intermediaries; provided that such deposit accounts or funds and securities accounts and other financial assets are not established or deposited for the purpose of providing collateral for any Indebtedness and are not subject to restriction on access by the Company or any of its subsidiaries in excess of those required by applicable banking regulations;

(m)

Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law or pursuant to terms and conditions generally imposed by such banking institution on its customers encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(n)

Liens arising from precautionary UCC financing statements or similar  filings relating to (i) operating leases or consignment or bailee arrangements entered into in the ordinary course of business or (ii) any sale of accounts receivable for which a UCC financing statement or similar filing under applicable law is required;

(o)

Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any asset in the ordinary course of business or (ii) by operation of law under Article 2 of the UCC (or similar law under any jurisdiction);

(p)

Liens consisting of the prior rights of consignees and their creditors under consignment arrangements entered into in the ordinary course of business;

(q)

Liens that are contractual rights of set-off or netting arrangements;

(r)

(i) Liens (other than Liens securing any Indebtedness) that are customary in the operation of the business of the Company and/or its subsidiaries or (ii) Liens securing obligations under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Company and/or its subsidiaries;

(s)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation and exportation of goods;

(t)

Liens on specific items of inventory or other goods and the proceeds thereof securing obligations of the Company or any of its subsidiaries in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(u)

security given to a public utility or to any municipality or other governmental authority when required by such public utility, municipality or other government authority in connection with the operations of the Company and its subsidiaries in the ordinary course of business;

(v)

Liens in favor of any governmental authority to secure partial, progress, advance or other payments;

(w)

Liens arising out of receipt of customer deposits or advance payments from customers, or deposits required by suppliers, in each case in the ordinary course of business;

(x)

restrictions on transfers of securities imposed by applicable securities laws; and

(y)

Liens on securities that are the subject of repurchase agreements arising out of such repurchase transaction, so long as such Liens do not attach to assets other than such securities.

Underwriters		Principal Amount of the 2027 notes				Principal Amount of the 2032 notes
BofA Securities, Inc.		$	225,000,000			$	225,000,000
PNC Capital Markets LLC			225,000,000				225,000,000
HSBC Securities (USA) Inc.			50,000,000				50,000,000
Total		$	500,000,000			$	500,000,000

	Per note
2027 notes	0.600%
2032 notes	0.650%

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the Securities and Futures Act)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the Securities and Futures Act) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the Securities and Futures Act except:

(1)

to an institutional investor or to a relevant person defined in Section 275 of the Securities and Futures Act, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;

(2)

where no consideration is or will be given for the transfer;

(3)

where the transfer is by operation of law;

(4)

as specified in Section 276(7) of the Securities and Futures Act; or

(5)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RISK FACTORS	6
SELLING SECURITYHOLDERS	6
USE OF PROCEEDS	6
DESCRIPTION OF DEBT SECURITIES	7
DESCRIPTION OF COMMON STOCK	8
DESCRIPTION OF PREFERRED STOCK	10
DESCRIPTION OF WARRANTS	11
DESCRIPTION OF DEPOSITARY SHARES	14
DESCRIPTION OF RIGHTS	17
DESCRIPTION OF UNITS	18
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS	19
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	25
EXPERTS	25

●

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,  2021;

(2)

FactSet’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2021;

(3)

FactSet’s Current Reports on Form 8-K filed on October 1, 2021, October 4, 2021, December 21, 2021 and December 27, 2021;

(4)

those portions of FactSet’s Definitive Proxy Statement on Schedule 14A, filed on October 29, 2021, incorporated by reference into its Annual Report on Form 10-K for the fiscal year ended August 31, 2021;

(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.

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

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

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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;

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

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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;

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

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

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

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

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the impact of volatility in the financial markets may delay the spending patterns of clients and reduce future growth;

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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;

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

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our ability to maintain our reputation;

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

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

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our ability to hire and retain key qualified personnel;

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the risk that operations outside the United States involve additional requirements and burdens that we may not be able to control or manage successfully;

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the impact of the current COVID-19 pandemic and other global public health epidemics on our business, our future results of operations and our overall financial performance;

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

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

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

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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;

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

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

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Structure of Board. The Board is divided into three classes of directors, each class to be as nearly equal in number as possible. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting of stockholders for a full three year term. The Board, in accordance with the Bylaws, consists of a number of directors between three and 15 which shall be fixed by resolution adopted by two thirds of the entire Board. Any vacancies on the Board and any newly-created directorships resulting from an increase in the authorized number of directors will be filled only by a majority vote of the directors then in office. This provision could prevent a FactSet stockholder from obtaining majority representation on the Board by allowing the Board to enlarge the Board and fill the new directorships with the Board’s own nominees.

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Removal of Directors. The Certificate of Incorporation and the Bylaws provide that 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 as a single voting group at a meeting of the stockholders called and held for that purpose.

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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.

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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.

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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; or (iv) the majority of the Board. 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.

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Supermajority Voting. The Certificate of Incorporation and the Bylaws require the approval of the holders of at least 80% of the voting power of all of the shares entitled to vote to alter, amend, repeal or adopt any provision inconsistent with or limiting the effect of provisions of certain enumerated anti-takeover provisions in the Certificate of Incorporation and Bylaws. The Board may amend, supplement or repeal the Bylaws at any time, except as limited by law.

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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.

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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.

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the title of the debt warrants;

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

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the number of debt warrants being offered;

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

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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;

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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;

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

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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;

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

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

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

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

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the currency for which the debt warrants may be purchased;

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

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

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

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the title of the equity warrants;

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

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the number of equity warrants being offered;

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

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

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

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

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

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

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

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the currency for which the equity warrants may be purchased;

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

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

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

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any anti-dilution protection;

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

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

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all outstanding depositary shares have been redeemed; or

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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.

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

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

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the exercise price;

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the aggregate number of rights issued;

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

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

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

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

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the title of any series of units;

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

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

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

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information with respect to any book-entry procedures;

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

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

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any other terms of the units and their constituent securities.

(i)

senior or subordinated debt securities of FactSet; or

(i)

senior or subordinated debt securities of FactSet; or

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the purchase contracts;

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

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

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to or through one or more underwriters or dealers;

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in short or long transactions;

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directly by us or any selling securityholders to investors;

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through agents; or

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through a combination of these methods.

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in privately negotiated transactions;

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

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

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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;

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at prices related to those prevailing market prices; or

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at negotiated prices.

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

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

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

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

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

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the public offering price; and

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

	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	Debt	2.900% Senior Notes due 2027	457(r)	$500,000,000	99.829%	$499,145,000	.0000927	$46,270.74
	Debt	3.450% Senior Notes due 2032	457(r)	$500,000,000	99.606%	$498,030,000	.0000927	$46,167.38
Fees Previously Paid	—	—	—	—	—	—		—
Carry Forward Securities
Carry Forward Securities	—	—	—	—		—			—	—	—	—
	Total Offering Amounts					$997,175,000		$92,438.12
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$92,438.12