. STOCKHOLDERS’

EQUITY

Preferred Stock

May 31, 2017

and

August 31, 2016,

there were

10,000,000

shares of preferred stock (

$0.01

par value per share) authorized, of which

shares were issued and outstanding. FactSet’s Board of Directors

may

from time to time authorize the issuance of

one

or more series of preferred stock and, in connection with the creation of such series, determine the characteristics of each such series including, without limitation, the preference and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the series.

Common Stock

May 31, 2017

and

August 31, 2016,

there were

150,000,000

shares of common stock (

$.01

par value per share) authorized, of which

51,737,696

and

51,150,978

shares were issued, respectively. The authorized shares of common stock are issuable for any proper corporate purpose, including future stock splits, stock dividends, acquisitions, raising equity capital or to adopt additional employee benefit plans.

Treasury Stock

May 31, 2017

and

August 31, 2016,

there were

12,539,371

and

11,112,753

shares of treasury stock (at cost) outstanding, respectively. As a result,

39,198,325

and

40,038,225

shares of FactSet common stock were outstanding at

May 31, 2017

and

August 31, 2016,

respectively.

Share Repurchase Program

Repurchases will be made from time to time in the open market and privately negotiated transactions, subject to market conditions. During the

first

nine

months of fiscal

2017,

the Company repurchased

1,284,822

shares for

$208.8

million compared to

1,220,000

shares for

$189.5

million in the prior year comparable period. On

March 27, 2017,

the Board of Directors of FactSet approved a

$300.0

million expansion of to the existing share repurchase program. As of

May 31, 2017,

$288.2

million remains authorized for future share repurchases.

minimum number of shares to be repurchased has been fixed. There is

timeframe to complete the repurchase program and it is expected that share repurchases will be paid using existing and future cash generated by operations.

July 1, 2016,

FactSet entered into an accelerated share repurchase agreement (the “ASR Agreement”) to repurchase

$120.0

million of FactSet common stock. The Company received

595,607

shares of common stock on

July 5, 2016,

which was approximately

80%

of the total number of shares of common stock expected to be repurchased under the ASR Agreement. The final settlement of the ASR Agreement occurred in the

first

quarter of fiscal

2017

with FactSet receiving an additional

102,916

shares of its common stock.

Restricted Stock

Vesting

Restricted stock awards entitle the holder to shares of common stock as the awards vest over time. During the

first

nine

months of fiscal

2017,

101,234

of previously granted restricted stock awards vested and were included in common stock outstanding as of

May 31, 2017 (

less

37,042

shares repurchased from employees to cover their cost of taxes upon vesting of the restricted stock). During the same period a year ago,

51,762

of previously granted restricted stock awards vested and were included in common stock outstanding as of

May 31, 2016 (

less

19,892

shares repurchased from employees to cover their cost of taxes upon vesting of the restricted stock).

Dividends

The Company’s Board of Directors declared the following historical dividends:

Declaration Date	Dividends Per Share of Common Stock		Type	Record Date	Total $ Amount (in thousands)		Payment Date
May 5, 2017	$	0.56	Regular (cash)	May 31, 2017	$	21,951	June 20, 2017
February 6, 2017	$	0.50	Regular (cash)	February 28, 2017	$	19,709	March 21, 2017
November 10, 2016	$	0.50	Regular (cash)	November 30, 2016	$	19,852	December 20, 2016
August 5, 2016	$	0.50	Regular (cash)	August 31, 2016	$	20,019	September 20, 2016
May 6, 2016	$	0.50	Regular (cash)	May 31, 2016	$	20,171	June 21, 2016
February 5, 2016	$	0.44	Regular (cash)	May 31, 2016	$	18,044	March 15, 2016
November 6, 2015	$	0.44	Regular (cash)	November 30, 2015	$	18,208	December 15, 2015
August 10, 2015	$	0.44	Regular (cash)	August 31, 2015	$	18,179	September 15, 2015

All of the above cash dividends were paid from existing cash resources. Future dividend payments will depend on the Company’s earnings, capital requirements, financial condition and other factors considered relevant by the Company and is subject to final determination by the Company’s Board of Directors.