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FACTSET RESEARCH : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

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01/09/2017 | 09:41pm CET
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is designed to provide a reader of our financial statements
with a narrative from the perspective of our management on our financial
condition, results of operations, liquidity and certain other factors that may
affect our future results. Our MD&A is presented in the following sections:



  • Executive Overview
  • Key Metrics
  • Results of Operations
  • Liquidity
  • Capital Resources
  • Foreign Currency
  • Off-Balance Sheet Arrangements
  • Share Repurchase Program
  • Contractual Obligations
  • Dividends
  • Significant Accounting Policies and Critical Accounting Estimates
  • New Accounting Pronouncements
  • Market Trends
  • Forward-Looking Factors




Executive Overview



FactSet is a leading provider of integrated financial information and analytical
applications to the global investment community. We deliver insight and
information to investment professionals through our analytics, service, content,
and technology. By integrating comprehensive datasets and analytics across asset
classes with client data, we support the workflow of both the buy-side and
sell-side. These professionals include portfolio managers, wealth managers,
research and performance analysts, risk managers, sell-side equity research
professionals, investment bankers and fixed income professionals. From streaming
real-time data to historical information, including quotes, estimates, news and
commentary, FactSet offers unique and third-party content through desktop,
wireless, and off-platform solutions. Our wide application suite offers tools
and resources including company and industry analyses, full screening tools,
portfolio analysis, risk profiles, alpha-testing, portfolio optimization and
research management solutions. Our revenues are derived from subscriptions to
products and services such as workstations, analytics, enterprise data and
content, research management and trade execution. Investment management
(buy-side) clients account for 82.8% of our annual subscription value and the
remainder is derived from investment banking firms (sell-side) that perform
mergers and acquisitions ("M&A") advisory work, capital markets services and
equity research.


Fiscal 2017 First Quarter in Review


In the first quarter of fiscal 2017, we demonstrated the resilience of our
business model with year over year growth in revenues of 6.5%, net income of
11.0% and diluted earnings per share ("EPS") of 16.1%. Revenues in the first
quarter were $288.1 million and excluding the effects of acquisitions and
dispositions completed in the last 12 months and foreign currency, organic
revenues grew 8.4% over the previous year. Annual subscription value ("ASV")
during the quarter grew 7.9% organically and totaled $1.17 billion as of
November 30, 2016. Our growth this quarter was broadly distributed across all
three of our segments and user workflows. Portware, acquired one year ago,
continued to perform well with accelerated client trading volumes and the
addition of marquee clients. With advanced analytics and technology, Portware
has allowed us to grow market share within the execution management system
("EMS") space. We have seen progress in our Risk and Portfolio services, a
focused area of investment. FactSet has also gained market share with our Wealth
Management products by offering high-level functionality while simultaneously
helping firms lower their costs. On the innovative front, this quarter we
released FDS Web, a web-based version of the FactSet Workstation. FDS Web offers
many of the same reports and features of the installed workstation, but readily
accessible over the Internet. In addition, we have released several new
enhancements to our FactSet Revere Industry Classification System (FactSet
RBICS) which will allow users to better monitor their exposure and understand
their risk and performance.



As of November 30, 2016, our employee headcount was 8,713, up 9.8% from a year
ago. Excluding acquired workforces in the last 12 month and employees of the
sold Market Metrics business, headcount increased 10.7% from a year ago. Of our
total employees, 2,423 were located in the U.S., 903 in Europe and 5,387 in the
Asia Pacific region. Approximately 54% of our employees are involved with
content collection, 25% work in product development, software and systems
engineering, 18% in sales and consulting services and the remaining 3% provide
administrative support. We are proud that FactSet was recently recognized by
Forbes Magazine as one of "America's 100 Socially Just Companies," scoring well
in many areas related to how we treat employees, the quality of our products,
our leadership and governance ethics and our relationship with our community.
Additionally, for the second year in a row, we scored 100/100 on the Human
Rights Campaign Foundation's 2017 Corporate Equality Index®, earning the
designation as a 2017 Best Place to Work for LGBT Equality.




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First Quarter Fiscal 2017 Acquisitions


While innovation is critical to our evolution, FactSet has been successfully
using strategic acquisitions to grow our business as well. On September 23,
2016, we completed the acquisition of CYMBA Technologies Limited ("CYMBA"), for
a total purchase price of $7.7 million. A U.K.-based company, CYMBA has a solid
foundation of core order management system ("OMS") functionality through its
product. The acquisition allows us the opportunity to complement our existing
product offerings, including Portware's EMS, with an OMS solution. At the time
of acquisition, CYMBA employed 11 individuals in its London office.



On November 8, 2016, we acquired Vermilion Holdings Limited ("Vermilion") for a
total purchase price of $68.4 million. Vermilion is a global provider of client
reporting and communications software and services to the financial services
industry. Client reporting is a rapidly growing area of the market as regulatory
requirements rise and investors grow increasingly sophisticated. The Vermilion
Reporting Suite (VRS) creates a workflow around all elements of the client
reporting process. At the time of acquisition, Vermilion employed 59 individuals
in its London, Boston and Singapore offices.



With these two acquisitions, in combination with our core strengths and global
commercial footprint, we believe we will better meet client needs going forward.
Vermilion and CYMBA's operations did not have a material impact on our first
quarter fiscal 2017 adjusted diluted EPS and are expected to reduce adjusted
diluted EPS by $0.01 and reduce GAAP diluted EPS by $0.02 for the second quarter
of fiscal 2017. We forecast that the acquisitions will be breakeven to both
adjusted and GAAP diluted EPS by the fourth quarter of fiscal 2017. The
Vermilion and CYMBA acquisitions added $14.7 million in acquired ASV during the
quarter.


FactSet Operational Realignment


Effective September 1, 2016, we realigned certain aspects of our global
operations from our U.S. parent company, to FactSet UK Limited, a U.K. operating
company, to better position the Company to serve our growing client base outside
the U.S. This realignment allows us the ability to further implement strategic
corporate objectives and helps achieve operational and financial efficiencies,
while complementing our increasing global growth and reach. As a result of the
realignment, the effective tax rate declined to 25.9% in the first fiscal
quarter of 2017.



Key Metrics


The following is a review of our key metrics:



                                                          As of and for the
                                                   Three months ended November 30,
(in millions, except client and user counts)         2016                   2015             Change
Revenues                                       $          288.1       $          270.5             6.5 %
Operating income                               $           90.3       $           87.3             3.4 %
Net income                                     $           66.6       $           60.0            11.0 %
Diluted EPS                                    $           1.66       $           1.43            16.1 %
Free cash flow(1)                              $           38.6       $           56.7           (31.9 )%
ASV                                            $        1,170.4       $        1,108.7             5.6 %  (2)
Clients                                                   3,116                  3,006             3.7 %  (3)
Users                                                    66,963                 63,169             6.0 %



(1) We define free cash flow as cash provided by operating activities, which

includes the cash cost for taxes and changes in working capital, less capital

expenditures. The presentation of free cash flow is not intended to be

considered in isolation or as a substitute for the financial information

prepared and presented in accordance with GAAP. We use free cash flow, a

non-GAAP measure, both in presenting our results to stockholders and the

investment community, and in our internal evaluation and management of the

business. Management believes that this financial measure and the information

we provide are useful to investors because they permit investors to view our

performance using the same metric that we use to gauge progress in achieving

our goals. Free cash flow is also an indication of cash flow that may be

    available to fund further investments in future growth initiatives.



(2) ASV grew 7.9% organically year over year.

(3) Includes 24 incremental clients from the acquisitions of CYMBA and Vermilion

    in Q1'17.





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Annual Subscription Value

Annual subscription value at any given point in time represents the
forward-looking revenues for the next twelve months from all subscription
services currently being supplied to clients. With proper notice to us, our
clients are able to add to, delete portions of, or terminate service at any
time, subject to certain contractual limitations. ASV totaled $1.17 billion at
November 30, 2016, up 7.9% organically over the prior year and an increase of
$20.6 million over the fourth quarter of fiscal 2016. This increase includes
$14.7 million in acquired ASV from Vermilion and CYMBA. We have achieved organic
ASV growth of $85.0 million over the last 12 months. Organic ASV excludes ASV
from acquisitions completed within the past 12 months and the effects of foreign
currency.



Overall, ASV growth for our buy-side business was 8.3%, while our sell-side
business saw 6.3% growth. The decrease in our buy and sell-side growth rates
year over year can be attributed to cost pressure within our client base and an
uptick in firm closures.



ASV from our U.S. operations was $765.3 million for the first quarter of fiscal
2017, up 7.1% organically from a year ago. International ASV totaled $405.1
million, up 9.3% organically from a year ago. ASV from our international
operations represented 34.6% of our Company-wide total, up from 32.6% a year
ago. Our European organic ASV achieved a growth rate of 7.9% over the last 12
months while Asia Pacific organic ASV grew by 14.4%. European and Asia Pacific
ASV were helped by private banking deployment in the first quarter of fiscal
2017.



Client and User Additions

As of November 30, 2016, there were 66,963 professionals using FactSet, an
increase of 1,308 users in the first quarter of fiscal 2017. We have increased
users by 3,794, or 6.0% in the last 12 months. Our total client count was 3,116
as of November 30, 2016. During the first quarter of fiscal 2017, we added 24
net new clients, driven by client additions from the Vermilion and CYMBA
acquisitions. We continue to focus on expanding our current client base as it is
essential to our long-term growth strategy and encourages incremental sales
growth of workstations, applications and content at our existing clients.



Annual client retention as of November 30, 2016 was greater than 95% of ASV and
93% when expressed as a percentage of clients. Our retention success,
demonstrating a majority of our clients maintain their subscriptions to FactSet
year over year, highlights the strength of our business model. Over the past 12
months, we have added 110 net new clients. At November 30, 2016, our largest
individual client accounted for 2% of total subscriptions and annual
subscriptions from our ten largest clients did not surpass 15% of total client
subscriptions, consistent with August 31, 2016.



Returning Value to Stockholders


On November 10, 2016, our Board of Directors approved a quarterly cash dividend
of $0.50 per share, or $2.00 per share per annum. In the first quarter of 2017,
we repurchased 505,000 shares for $79.3 million under the existing share
repurchase program compared to 250,000 shares for $41.9 million in the same
period a year ago. Combining our dividends and share repurchases, we have
returned $473.4 million to stockholders in the last twelve months.



On July 1, 2016, we entered into an accelerated share repurchase agreement (the
"ASR Agreement") to repurchase $120.0 million of our common stock. We 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
our common stock. In conjunction with the ASR Agreement, in May 2016, our Board
of Directors approved a $165.0 million expansion of the existing share
repurchase program. Including the expansion, $117.7 million remained available
for future share repurchases as of November 30, 2016.



Capital Expenditures


Capital expenditures were $12.5 million during the first quarter of fiscal 2017,
compared to $14.4 million in the same period a year ago. Approximately $6.1
million, or 49%, of capital expenditures related to the build out of office
space, including $4.4 million at our Chicago location. The remainder of our
capital expenditures was primarily for additional servers for our existing data
centers, additional laptop computers and peripherals for new employees, upgrades
to existing computer systems and improvements to our telecommunication
equipment.




                                       30
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Results of Operations


For an understanding of the significant factors that influenced our performance for the three months ended November 30, 2016 and 2015, respectively, the following discussion should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q.




                                                  Three months ended November 30,
(in thousands, except per share data)            2016              2015        Change
Revenues                                     $    288,063       $  270,504         6.5 %
Cost of services                             $    127,250       $  114,736        10.9 %
Selling, general and administrative (SG&A)   $     70,494       $   68,460         3.0 %
Operating income                             $     90,319       $   87,308         3.4 %
Net income                                   $     66,583       $   59,965        11.0 %
Diluted earnings per common share            $       1.66       $     1.43        16.1 %
Diluted weighted average common shares             40,100           42,063




Revenues



Revenues for the three months ended November 30, 2016 were $288.1 million, up
6.5% compared to the prior year. The increase in revenue was driven by organic
ASV growth of 7.9%, continued momentum for our multi-asset class analytic
solutions, healthy deployment across Wealth Management and a strong quarter for
Portware with accelerated client trading volumes. We have seen progress in our
Risk and Portfolio services as the investment community moves increasingly
towards multi-asset class instruments. In addition to the positive revenue
drivers, foreign currency movements increased revenues by $0.5 million, or 20
basis points, during the first quarter of fiscal 2017 compared to the year ago
quarter. Excluding the effects of acquisitions and dispositions completed in the
last 12 months and foreign currency, our organic revenue growth rate for the
quarter was 8.4%.



Revenues by Geographic Region



                      Three months ended November 30,
(in thousands)       2016              2015        Change
U.S.             $    190,627       $  182,244         4.6 %
% of revenues            66.2 %           67.4 %
Europe           $     71,863       $   66,979         7.3 %
Asia Pacific           25,573           21,281        20.2 %
International    $     97,436       $   88,260        10.4 %
% of revenues            33.8 %           32.6 %
Consolidated     $    288,063       $  270,504         6.5 %



Three months ended November 30, 2016 compared to three months ended November 30, 2015


Revenues from our U.S. segment increased 4.6% to $190.6 million during the three
months ended November 30, 2016 compared to the same period a year ago. Our
fiscal 2017 first quarter U.S. revenue growth rate of 4.6% reflects a strong
performance in our Portfolio Analytics ("PA"), Estimates, research management
solutions ("RMS"), content and Portware product offerings. Excluding the effects
of acquisitions and dispositions completed in the last 12 months, organic
revenues in the U.S. were up 7.1% compared to the year ago first quarter.
Revenues from our U.S. operations accounted for 66.2% of our consolidated
revenues during the first quarter of fiscal 2017, a decrease from the prior year
as U.S. sales growth was outpaced by international growth.



European revenues grew 7.3% attributable to solid growth in our content, PA, RMS
and Portware product offerings and resulted in an organic ASV increase of 7.9%.
Foreign currency exchange rate fluctuations reduced our European growth rate by
30 basis points. Excluding the effects of acquisitions and dispositions
completed in the last 12 months and foreign currency, European revenues grew
9.9% year over year.




                                       31
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Asia Pacific revenue growth of 20.2% was primarily due to increased
subscriptions to our PA and core workstation product offerings. Excluding the
effects of acquisitions and dispositions completed in the last 12 months and
foreign currency, Asia Pacific revenues grew 14.3% year over year.



Operating Expenses



                                Three months ended November 30,
(in thousands)                 2016              2015        Change
Cost of services           $    127,250       $  114,736        10.9 %
SG&A                             70,494           68,460         3.0 %
Total operating expenses   $    197,744       $  183,196         7.9 %
Operating Income           $     90,319       $   87,308         3.4 %
Operating Margin                   31.4 %           32.3 %




Cost of Services


Three months ended November 30, 2016 compared to three months ended November 30, 2015


For the three months ended November 30, 2016, cost of services increased 10.9%
to $127.3 million compared to $114.7 million in the same period a year ago. Cost
of services, expressed as a percentage of revenues, was 44.2% during the first
quarter of fiscal 2017, an increase of 180 basis points over the prior year
period due to higher employee compensation, including stock-based compensation,
amortization of intangible assets and computer-related expenses partially offset
by lower data costs.



Employee compensation, including stock-based compensation, when expressed as a
percentage of revenues increased 180 basis points in the first quarter of fiscal
2017 compared to the same period a year ago due to new employees hired in the
past year. Over the last 12 months, we have added 342 net new employees involved
with content collection and 303 net new engineering and product development
employees, as we continue to focus on servicing our existing client base,
expanding our content and improving our applications. We have seen significant
headcount expansion in India and the Philippines as well as the additions of
Vermilion and CYMBA employees (primarily in the European segment).



Amortization of acquired intangible assets, when expressed as a percentage of
revenues, increased 20 basis points in the first quarter of fiscal 2017 compared
to the same period a year ago primarily due to acquired intangible assets
related to the Portware acquisition. These intangibles were amortized for a full
quarter in the first quarter of 2017 compared to a half quarter in the prior
year comparable period based on the date of acquisition. Computer-related
expenses, which include depreciation, maintenance, software and other fees,
increased 20 basis points when expressed as a percentage of revenues. This
increase was due to additional computer hardware and peripherals for new
employees, upgrades to existing computer systems and the development of new
internal systems to support our growing infrastructure. Data costs decreased 40
basis points when expressed as a percentage of revenues due primarily to the
sale of the Market Metrics business in the fourth quarter of fiscal 2016.



Selling, General and Administrative

Three months ended November 30, 2016 compared to three months ended November 30, 2015


For the three months ended November 30, 2016, SG&A expenses increased to $70.5
million, up 3.0%, from $68.5 million in the same period a year ago. SG&A
expenses, expressed as a percentage of revenues, decreased from 25.3% to 24.5%
during the first quarter of fiscal 2017 compared to the prior year period. This
decrease was primarily due to lower compensation expense attributable to
employees performing SG&A related roles, partially offset by a realized loss on
cash flow hedges and higher marketing expenses.



Employee compensation, including stock-based compensation, when expressed as a
percentage of revenues decreased 200 basis points from a year ago due to a
higher percentage of our employee base working in a cost of services capacity
compared to an SG&A role. Of our total employee headcount increase in the last
12 months, only 17% were in SG&A related roles. Additionally, we recorded a $0.5
million benefit in SG&A related to the vesting of certain equity based awards in
the first quarter of fiscal 2017. The loss on derivatives, expressed as a
percentage of revenues, increased 50 basis points year over year primarily due
to a decrease in the value of the British Pound Sterling. Marketing expenses,
expressed as a percentage of revenues, increased 30 basis points year over year
driven by incremental branding and advertising costs.




                                       32
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Operating Income and Operating Margin

Three months ended November 30, 2016 compared to three months ended November 30, 2015


Operating income increased 3.4% to $90.3 million for the three months ended
November 30, 2016 compared to the prior year period. Our operating margin during
the first quarter of fiscal 2017 was 31.4%, down from 32.3% a year ago. The
lower operating margin was primarily due to increases in employee compensation
costs, amortization of intangible assets and a loss on derivatives. Offsetting
the higher expenses was organic revenue growth of 8.4% and foreign currency
benefits totaling $1.8 million.



Operating Income by Segment



                      Three months ended November 30,
(in thousands)      2016              2015         Change
U.S.             $    40,005       $    45,162       (11.4 )%
Europe                36,584            30,782        18.8 %
Asia Pacific          13,730            11,364        20.8 %
Consolidated     $    90,319       $    87,308         3.4 %




Our operating segments are aligned with how we manage the business and the
demographic markets in which we serve. Our internal financial reporting
structure is based on three reportable segments, the U.S., Europe and Asia
Pacific, which we believe helps us better manage the business and view the
markets we serve. Sales, consulting, data collection, product development and
software engineering are the primary functional groups within each segment. Each
segment records compensation expense, including stock-based compensation,
amortization of intangible assets, depreciation of furniture and fixtures,
amortization of leasehold improvements, communication costs, professional fees,
rent expense, travel, marketing, office and other direct expenses. Expenditures
associated with our data centers, third party data costs and corporate
headquarters charges are recorded by the U.S. segment and are not allocated to
the other segments. The content collection centers located in India and the
Philippines benefit all of our segments and thus the expenses incurred at these
locations are allocated to each segment based on a percentage of revenues.



Three months ended November 30, 2016 compared to three months ended November 30, 2015


U.S. operating income decreased 11.4% to $40.0 million during the three months
ended November 30, 2016 compared to $45.2 million in the same period a year ago.
The decrease in U.S. operating income is primarily due to increases in expenses
related to employee compensation, amortization of intangibles, computer
equipment and occupancy costs partially offset by revenue growth of 4.6%.
Excluding the effect of acquisitions and dispositions in the last 12 months,
U.S. employee headcount grew 2.8% year over year leading to an increase in
compensation expense and related benefits. Computer-related expenses, which
include depreciation, maintenance, software and other fees, increased 19% year
over year. This increase was due to additional computer hardware and peripherals
for new employees and the development of new internal systems to support our
growing infrastructure. Amortization expense in the U.S. segment increased in
the current quarter due to intangibles acquired in the Portware acquisition
being amortized for a full quarter compared to half a quarter in the first
quarter of fiscal 2016. Occupancy costs increased due primarily to an increase
in rent expense at our New York location. U.S. revenue growth was driven by U.S.
organic ASV growth of 7.1% and strong performances in our PA, Estimates, RMS,
content and Portware product offerings.



European operating income increased 18.8% to $36.6 million during the three
months ended November 30, 2016 compared to $30.8 million in the same period a
year ago. The increase in European operating income was due to revenue growth of
7.3% and benefits from a stronger U.S. dollar. European revenues grew due to
solid growth in our content, PA, RMS and Portware product offerings. This also
resulted in an organic ASV increase of 7.9%. The impact of foreign currency
increased European operating income by $1.7 million year over year primarily due
to a decrease in the value of the British Pound Sterling.



Asia Pacific operating income increased 20.8% to $13.7 million during the three
months ended November 30, 2016 compared to $11.4 million in the same period a
year ago. The increase in the Asia Pacific operating income was due to revenue
growth of 20.2%, partially offset by increases in employee compensation and
occupancy costs. Asia Pacific revenue growth was primarily due to increased
subscriptions to our PA and core workstation product offerings. Employee
compensation increased in the Asia Pacific region due primarily to a 15.6%
increase in the employee headcount year over year. Occupancy costs increased due
primarily to increases in rent expense at our India and Philippines locations.




                                       33
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Income Taxes, Net Income and Diluted Earnings per Share




                                  Three months ended November 30,
(in thousands)                  2016              2015         Change

Provision for income taxes $ 23,237 $ 27,436 (15.3 )% Net income

                   $    66,583       $    59,965        11.0 %

Diluted earnings per share $ 1.66 $ 1.43 16.1 %




Income Taxes


Three months ended November 30, 2016 compared to three months ended November 30, 2015


For the three months ended November 30, 2016, the provision for income taxes was
$23.2 million, down 15.3% from the same period a year ago. This was primarily
due to our organizational realignment which was effective September 1, 2016. We
realigned certain aspects of our global operations from FactSet Research Systems
Inc., our U.S. parent company, to FactSet UK Limited, a U.K. operating company,
to better position us to serve our growing client base outside the U.S. As a
result of the realignment, our effective tax rate declined from 31.4% in the
first quarter of fiscal 2016 to 25.9% in the first quarter of fiscal 2017.



Net Income and Diluted Earnings per Share

Three months ended November 30, 2016 compared to three months ended November 30, 2015


Net income increased 11.0% to $66.6 million and diluted earnings per share
increased 16.1% to $1.66 for the three months ended November 30, 2016 compared
to the three months ended November 30, 2015. Drivers of net income and earnings
per share during the first quarter of fiscal 2017 included revenue growth of
6.5%, a decrease in diluted shares outstanding and a decrease in our effective
tax rate due to our organizational realignment. These increases were partially
offset by incremental employee compensation expense due to the hiring of 780 net
new employees (including 70 employees from acquisitions completed in the last 12
months) and higher intangible asset amortization expense. During the first
quarter of fiscal 2017, foreign currency movements increased operating income by
$1.8 million compared to a benefit of $3.4 million in the year ago quarter.



Adjusted Net Income and Diluted Earnings per Share (non-GAAP)




Financial measures in accordance with U.S. GAAP including net income and diluted
earnings per share have been adjusted. We use these adjusted financial measures,
both in presenting our results to stockholders and the investment community, and
in our internal evaluation and management of the business. We believe that these
adjusted financial measures and the information they provide are useful to
investors because it permits investors to view our performance using the same
tools that we use to gauge progress in achieving our goals. Adjusted operating
income and margin, adjusted net income and adjusted diluted earnings per share
exclude both intangible asset amortization and non-recurring items, including
acquisition costs.



Adjusted net income for the three months ended November 30, 2016 was $70.1
million, an increase of 12.2% from the prior year period. As presented in the
table below, adjusted net income for the quarter ended November 30, 2016
excludes $2.8 million of after-tax intangible asset amortization and $0.7
million of after-tax non-recurring acquisition costs related to the Vermilion
and CYMBA acquisitions. Adjusted net income for the three months ended November
30, 2015 excludes $2.0 million of after-tax intangible asset amortization and
$0.5 million of after-tax non-recurring acquisition costs related to the
Portware acquisition.



Fiscal 2017 first quarter adjusted diluted EPS of $1.75 excludes a $0.09
detriment from the intangible asset amortization and non-recurring acquisition
costs. Fiscal 2016 first quarter adjusted diluted EPS of $1.48 excludes a $0.06
detriment from the intangible asset amortization and non-recurring acquisition
costs.



                                                  Three months ended November 30,
(in thousands, except per share data)               2016                  2015              Change
GAAP Net income                                $        66,583       $        59,965             11.0 %
Intangible asset amortization                            2,783                 2,004
Non-recurring acquisition costs                            707              

474

Adjusted Net income (non-GAAP)                 $        70,073       $        62,443             12.2 %

Adjusted Diluted earnings per common share
(non-GAAP)                                     $          1.75       $          1.48             18.2 %
Weighted average common shares (Diluted)                40,100                42,063



The presentation of the financial information above is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

                                       34
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Liquidity



The table below, for the periods indicated, provides selected cash flow
information:



                                                               Three months ended November 30,
(in thousands)                                                  2016                   2015
Net cash provided by operating activities                  $        51,113       $          71,087
Capital expenditures (1)                                           (12,537 )               (14,385 )
Free cash flow (2)                                         $        38,576       $          56,702

Net cash used in investing activities                      $       (81,425 

) $ (278,180 ) Net cash (used in) provided by financing activities $ (17,531 ) $ 231,704


Cash and cash equivalents at end of period                 $       173,288       $         180,148



(1) Included in net cash used in investing activities during each fiscal year

      reported.



(2) We define free cash flow as cash provided by operating activities, which

      includes the cash cost for taxes and changes in working capital, less
      capital expenditures.




Cash and cash equivalents aggregated to $173.3 million, or 16.6% of our total
assets at November 30, 2016, compared with $228.4 million, or 22.4% of our total
assets at August 31, 2016. Our cash and cash equivalents decreased $55.1 million
during the first three months of fiscal 2017 due to $79.3 million in share
repurchases under the existing share repurchase program, $71.7 million in cash
paid to acquire CYMBA and Vermilion (net of cash acquired), dividend payments of
$19.9 million, capital expenditures of $12.5 million and $7.3 million from the
effects of foreign currency fluctuation. These cash outflows were partially
offset by cash provided by operations of $51.1 million, $65.0 million in
proceeds from long-term debt, $16.7 million in proceeds from the exercise of
employee stock options, $5.5 million in tax benefits from share-based payment
arrangements and $2.8 million in proceeds from the sales of investments (net of
purchases).



Free cash flow generated in the three months ended November 30, 2016 was $38.6
million, down 31.9% compared to a year ago. The free cash flow was attributable
to $66.6 million of net income adjusted for $15.8 million of non-cash items,
less $31.3 million of negative working capital changes and $12.5 million in
capital expenditures. The year over year free cash flow decrease was driven
primarily by a negative working capital fluctuation of $34.2 million partially
offset by an increase in net income of $6.6 million and lower capital
expenditures of $1.8 million. The negative working capital was the result of
higher client receivables and the timing of the U.S. payroll processed during
the period. Our days sales outstanding ("DSO") was 34 days as of November 30,
2016, representing an increase from 31 days at August 31, 2016 and 32 days at
November 30, 2015. As part of the operational realignment, the majority of our
international clients are now invoiced through our U.K. entity. This change
delayed payments from some clients and drove up client receivables less than 60
days outstanding. Free cash flow generated over the last twelve months was
$265.3 million. Included in the twelve-month calculation of free cash flow was
$311.2 million of net cash provided by operations less $45.9 million of capital
expenditures.



Net cash used in investing activities was $81.4 million in the first three
months of fiscal 2017, representing a $196.8 million decrease from the same
period a year ago. This was due primarily to our acquisition of Portware in the
first quarter of fiscal 2016 which resulted in a net cash outflow of $264.1
million compared to a net cash outflow of $71.7 million for the acquisitions of
CYMBA and Vermilion in the current quarter. Additionally, cash used in investing
activities decreased year over year due to lower capital expenditures and an
increase in proceeds from the sales of investments (net of purchases) of $2.5
million year over year.



During the first three months of fiscal 2017, net cash used in financing
activities was $17.5 million, compared to cash provided by financing activities
of $231.7 million in the first three months of fiscal 2016. The year over year
fluctuation was due primarily to lower proceeds from long-term debt of $200.0
million and an increase in share repurchases of $37.4 million, partially offset
by lower proceeds and tax benefits from stock options exercised of $6.9 million.
Refer to the Capital Needs section of the MD&A for a discussion of our long-term
debt borrowings.




                                       35
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We expect that for at least the next 12 months, our operating expenses will
continue to constitute a significant use of our cash. As of November 30, 2016,
our total cash and cash equivalents worldwide was $173.3 million with $365.0
million in outstanding borrowings. Approximately $66.6 million of our total
available cash and cash equivalents is held in bank accounts located within the
U.S., $66.0 million in Europe (predominantly within the UK and France) and the
remaining $40.7 million is held in the Asia Pacific region. We believe our
liquidity (including cash on hand, cash from operating activities and other cash
flows that we expect to generate) within each geographic segment will be
sufficient to meet our short-term and long-term operating requirements, as they
occur, including working capital needs, capital expenditures, dividend payments,
stock repurchases, growth objectives and other financing activities. In
addition, we expect existing foreign cash, cash equivalents and cash flows from
operations to continue to be sufficient to fund our foreign operating activities
and cash commitments for investing activities, such as capital expenditures, for
at least the next 12 months and thereafter for the foreseeable future.



Capital Resources



Capital Expenditures


Capital expenditures were $12.5 million during the first quarter of fiscal 2017, compared to $14.4 million in the same period a year ago. Approximately $6.1 million, or 49%, of capital expenditures related to the build out of office space, including $4.4 million at our Chicago location. The remainder of our capital expenditures was primarily for purchases of more servers for our existing data centers, additional laptop computers and peripherals for new employees, upgrades to existing computer systems and improvements to our telecommunication equipment.



Capital Needs



Long-Term Debt

On February 6, 2015, we entered into a Credit Agreement (the "Credit Agreement")
between FactSet, as the borrower, and Bank of America, N.A., as the lender (the
"Lender"). At that date, the Credit Agreement provided for a $35.0 million
revolving credit facility (the "Revolving Credit Facility"), under which we
could request borrowings. The Credit Agreement also allowed us to arrange for
additional borrowings for an aggregate amount of up to $265.0 million provided
that any such request for additional borrowings was in a minimum amount of $25.0
million. For purposes of funding our acquisition of Code Red on February 6,
2015, we borrowed $35.0 million in the form of a Eurodollar rate loan (the
"Loan") under the Revolving Credit Facility. The proceeds of the Loan made under
the Credit Agreement could be used for permitted acquisitions and general
corporate purposes. The interest rate on the outstanding principal amount was
equal to the Eurodollar rate plus 0.50%.



On September 21, 2015, we amended the Credit Agreement to borrow an additional
$265.0 million (the "Second Amendment) in order to fund our acquisition of
Portware which closed on October 16, 2015. The Second Amendment allowed us,
subject to certain requirements, to arrange for additional borrowings with the
Lender for an aggregate amount of up to $400.0 million, provided that any such
request for additional borrowings is in a minimum amount of $25.0 million. The
Second Amendment also adjusted the interest rate on the total outstanding
principal debt to a rate equal to the Eurodollar rate plus 0.75%.



On October 26, 2016, we amended the Credit Agreement to borrow an additional
$65.0 million (the "Third Amendment") for general corporate purposes. The
interest rate for the borrowing under the Third Amendment was equal to the
Eurodollar rate plus 0.75%. The Eurodollar rate is defined in the Credit
Agreement as the rate per annum equal to one-month LIBOR. The maturity date on
all outstanding loan amounts (which total $365.0 million as of November 30,
2016) is September 21, 2018. There are no prepayment penalties if we elect to
prepay the outstanding loan amounts prior to the scheduled maturity date. The
principal balance is payable in full on the maturity date.



All outstanding loan amounts are reported as Long-term debt within the
Consolidated Balance Sheet at November 30, 2016. Interest on the Loan is payable
quarterly in arrears and on the maturity date. During the three months ended
November 30, 2016 and 2015, we paid approximately $1.1 million and $0.4 million
in interest on the outstanding Loan amount, respectively.



As of November 30, 2016, no commitment fee was owed by FactSet since we borrowed
the full amount under the Credit Agreement. Other fees incurred by us, such as
legal costs to draft and review the Credit Agreement, totaled less than $0.1
million and were capitalized as loan origination fees. These loan origination
fees are being amortized into interest expense over the term of the Loan (three
years) using the effective interest method.



The Credit Agreement contains covenants restricting certain FactSet activities,
which are usual and customary for this type of loan. In addition, the Credit
Agreement requires that we must maintain a consolidated leverage ratio, as
measured by total funded debt/EBITDA below a specified level as of the end of
each fiscal quarter. We were in compliance with all of the covenants of the
Credit Agreement as of November 30, 2016.




                                       36
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As of November 30, 2016, the fair value of our long-term debt was $365.0 million, which we believe approximates carrying amount as the terms and interest rates approximate market rates given its floating interest rate basis.

Letters of Credit


From time to time, we are required to obtain letters of credit in the ordinary
course of business. Approximately $1.9 million of standby letters of credit have
been issued in connection with our current leased office space as of November
30, 2016. These standby letters of credit contain covenants that, among other
things, require us to maintain minimum levels of consolidated net worth and
certain leverage and fixed charge ratios. As of November 30, 2016 and August 31,
2016, we were in compliance with all covenants contained in the standby letters
of credit.



Foreign Currency



Foreign Currency Exposure



Certain wholly owned subsidiaries within the European and Asia Pacific segments
operate under a functional currency different from the U.S. dollar. The
financial statements of these foreign subsidiaries are translated into U.S.
dollars using period-end rates of exchange for assets and liabilities and
average rates for the period for revenues and expenses. Translation gains and
losses that arise from translating assets, liabilities, revenues and expenses of
foreign operations are recorded in accumulated other comprehensive loss as a
component of stockholders' equity.



As of November 30, 2016, our annualized non-U.S. dollar denominated revenues are
estimated to be $27.2 million while our non-U.S. dollar denominated expenses are
estimated to be $216.6 million, which translates into a net foreign currency
exposure of $189.4 million. Our foreign currency exchange exposure is related to
our operating expense base in countries outside the U.S., where 72% of our
employees were located as of November 30, 2016. During the first three months of
fiscal 2017, foreign currency movements increased operating income by $1.8
million, compared to $3.4 million a year ago.



Foreign Currency Hedges

As of November 30, 2016, we maintained the following foreign currency forward contracts to hedge our foreign currency exposure:

? British Pound Sterling - foreign currency forward contracts to hedge

approximately 50% of our British Pound Sterling exposure through the fourth

    quarter of fiscal 2017.



? Indian Rupee - foreign currency forward contracts to hedge approximately 75%

    of our Indian Rupee exposure through the first quarter of fiscal 2019.



As of November 30, 2016, the gross notional value of foreign currency forward contracts to purchase British Pound Sterling with U.S. dollars was £17.1 million. The gross notional value of foreign currency forward contracts to purchase Indian Rupees with U.S. dollars was Rs. 3.8 billion.

There were no other outstanding foreign currency forward contracts as of November 30, 2016. A loss on derivatives of $1.4 million was recorded into operating income during the first quarter of fiscal 2017, compared to a gain of $0.1 million in the year ago first quarter.

Off-Balance Sheet Arrangements




At November 30, 2016 and August 31, 2016, we had no off-balance sheet financing
or other arrangements with unconsolidated entities or financial partnerships
(such as entities often referred to as structured finance or special purpose
entities) established for purposes of facilitating off-balance sheet financing
or other debt arrangements or for other contractually limited purposes.



Share Repurchase Program



In the first quarter of 2017, we repurchased 505,000 shares for $79.3 million
under the existing share repurchase program compared to 250,000 shares for $41.9
million in the same period a year ago. On July 1, 2016, we entered into an ASR
Agreement to repurchase $120.0 million of our common stock. We 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 us receiving an additional 102,916 shares of our
common stock. In conjunction with the ASR Agreement, in May 2016, our Board of
Directors approved a $165.0 million expansion of the existing share repurchase
program. Including the expansion, $117.7 million remained available for future
share repurchases as of November 30, 2016.




                                       37
--------------------------------------------------------------------------------



Contractual Obligations



Fluctuations in our operating results, the degree of success of our accounts
receivable collection efforts, the timing of tax and other payments as well as
necessary capital expenditures to support growth of our operations will impact
our liquidity and cash flows in future periods. The effect of our contractual
obligations on our liquidity and capital resources in future periods should be
considered in conjunction with the factors mentioned here. As of August 31,
2016, we had total purchase commitments of $67.5 million. There were no material
changes in our purchase commitments during the first three months of fiscal
2017.



At November 30, 2016, FactSet leased approximately 1,052,000 square feet of
office space, which we believe is adequate for our current needs and that
additional space is available for lease to meet any future needs. Including new
lease agreements executed during fiscal 2017, our worldwide leased office space
decreased by approximately 20,000 square feet, or 1.9%, from August 31, 2016.
This reduction was primarily due to the consolidation of certain office spaces.



As disclosed earlier in the Capital Needs section of this MD&A, through the
first quarter of fiscal 2017 we have $365.0 million outstanding in the form of a
Eurodollar rate loan. The maturity date on our outstanding loan amount is
September 21, 2018 and there are no prepayment penalties in the event that we
elect to prepay the loan prior to its scheduled maturity date. The amount
borrowed bears interest on the outstanding principal amount at a rate equal to
the Eurodollar rate plus 0.75% and is reported as Long-term debt within our
Consolidated Balance Sheet at November 30, 2016.



With the exception of the new leases entered into in the ordinary course of
business and the $65.0 million borrowing in October 2016, there were no other
significant changes to our contractual obligations during the first three months
of fiscal 2017.



Dividends



On November 10, 2016, our Board of Directors approved a quarterly cash dividend
of $0.50 per share, or $2.00 per share per annum. The cash dividend of $19.9
million was paid on December 20, 2016, to common stockholders of record on
November 30, 2016. With our dividends and our share repurchases, in the
aggregate, we have returned $473.4 million to shareholders over the past 12
months. Future cash dividends will depend on our earnings, capital requirements,
financial condition and other factors considered relevant by us and is subject
to final determination by our Board of Directors.



Significant Accounting Policies and Critical Accounting Estimates

We describe our significant accounting policies in Note 3, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2016.




We discuss our critical accounting estimates in Management's Discussion and
Analysis of Financial Condition and Results of Operations in our Annual Report
on Form 10-K for the fiscal year ended August 31, 2016. There were no
significant changes in our accounting policies or critical accounting estimates
during the first three months of fiscal 2017.



New Accounting Pronouncements




See Note 3, Recent Accounting Pronouncements, in the Notes to the Consolidated
Financial Statements for a full description of recent accounting pronouncements,
including the expected dates of adoption, which we include herein by reference.



Market Trends



In the ordinary course of business, we are exposed to financial risks involving
the volatility of equity markets as well as foreign currency and interest rate
fluctuations.



Approximately 82.8% of our ASV is derived from our investment management
clients. The prosperity of these clients is tied to equity assets under
management. An equity market decline not only depresses assets under management
but could cause a significant increase in redemption requests to move money out
of equities and into other asset classes. Moreover, extended declines in the
equity markets may reduce new fund or client creation, resulting in lower demand
for services from investment management clients. Our investment banking clients
that perform M&A advisory work, provide capital markets services and equity
research, account for approximately 17.2% of our ASV. A significant portion of
these revenues relate to services deployed by large, bulge bracket banks. Credit
continues to impact many of the large banking clients due to the amount of
leverage deployed in past operations. Clients could encounter similar problems.
A lack of confidence in the global banking system could cause declines in M&A
funded by debt. Additional uncertainty, consolidation and business failures in
the global investment banking sector could adversely affect our financial
results and future growth. Regardless, the size of banks in general is shrinking
as they deleverage their balance sheets and adjust their expense bases to future
revenue opportunities. Our revenues may decline if banks, including those
involved in recent merger activity, significantly reduce headcount in the areas
of corporate M&A, capital markets and equity research to compensate for the
issues created by other departments.




                                       38
--------------------------------------------------------------------------------




Due to the global nature of our operations, we conduct business outside the U.S.
in several currencies including the British Pound Sterling, Euro, Indian Rupee,
Japanese Yen and Philippine Peso. To the extent that our international
activities increase in the future, our exposure to fluctuations in currency
exchange rates will correspondingly increase. To manage this exposure, we
utilize derivative instruments (foreign currency forward contracts). By their
nature, all derivative instruments involve, to varying degrees, elements of
market and credit risk. The market risk associated with these instruments
resulting from currency exchange movements is expected to offset the market risk
of the underlying transactions, assets and liabilities being hedged. Credit risk
is managed through the continuous monitoring of exposure to the counterparties
associated with these instruments. Our primary objective in holding derivatives
is to reduce the volatility of earnings associated with changes in foreign
currency.



On June 23, 2016, the United Kingdom ("UK") held a referendum in which British
citizens approved an exit from the European Union ("EU"), commonly referred to
as "Brexit." As a result of the referendum, the global markets and currencies
have been adversely impacted, including a sharp decline in the value of the
British Pound Sterling as compared to the U.S. dollar. Volatility in exchange
rates is expected to continue in the short term as the UK negotiates its exit
from the EU. We currently hedge approximately 50% of our British Pound Sterling
exposure through the fourth quarter of fiscal 2017, thus reducing our currency
risk. In the longer term, any impact from Brexit on us will depend, in part, on
the outcome of tariff, trade, regulatory and other negotiations. Although it is
unknown what the result of those negotiations will be, it is possible that new
terms may adversely affect our operations and financial results. While we
evaluate our own risks and uncertainty related to Brexit, we will continue to
partner with our clients to help them navigate the fluctuating international
markets. Our products, including our datasets such as GeoRev, allow our clients
to understand geographic exposure and assess the risks of operating on a global
scale so they may make informed business decisions.




                                       39
--------------------------------------------------------------------------------



Forward-Looking Factors



Forward-Looking Statements



In addition to current and historical information, this Quarterly Report on Form
10-Q, including Management's Discussion and Analysis of Financial Condition and
Results of Operations, contains forward-looking statements regarding future
events and our future results that are based on management's current
expectations, estimates, forecast and projections about the industries in which
we operate and the beliefs and assumptions of our management. All statements,
other than statements of historical facts, are statements that could be deemed
to be forward-looking statements. These include statements about our strategy
for growth, product development, market position, subscriptions and expected
expenditures and financial results. Forward-looking statements may be identified
by words like "expects," "anticipates," "plans," "intends," "projects,"
"should," "indicates," "continues," "ASV," "subscriptions," "believes,"
"estimates," "may" and similar expressions. In addition, any statements that
refer to projections of our future financial performance, our anticipated
growth, trends in our business and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and not guarantees of future
performance and involve a number of risks, uncertainties and assumptions.
Therefore, actual results may differ materially from what is expressed or
forecasted in such forward-looking statements. We will publicly update
forward-looking statements as a result of new information or future events in
accordance with applicable Securities and Exchange Commission regulations.



We intend that all forward-looking statements we make will be subject to safe
harbor protection of the federal securities laws as found in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.



These statements involve certain known and unknown risks and uncertainties that
could cause our actual results to differ materially from those expressed or
implied in our forward-looking statements. Such risks and uncertainties include,
among others, those listed below. We do not intend, and undertake no obligation,
to update any of our forward-looking statements after the date of this Quarterly
Report to reflect actual results or future events or circumstances.



Business Outlook



The following forward-looking statements reflect our expectations as of December
20, 2016. Given the risk factors, uncertainties and assumptions discussed above,
actual results may differ materially. We do not intend to update our
forward-looking statements until our next quarterly results announcement, other
than in publicly available statements.



Second Quarter Fiscal 2017 Expectations:



  - Revenues are expected to range between $293 million and $298 million.



- GAAP operating margin is expected to range between 31% and 32%. Adjusted

    operating margin is expected to range between 32.5% and 33.5%.



- The annual effective tax rate is expected to range between 25.5% and 26.5%.

- GAAP diluted EPS is expected to range between $1.70 and $1.74. Adjusted EPS is

expected to range between $1.78 and $1.82. The midpoint of the adjusted EPS

    range represents 13.2% growth over the prior year.





                                       40

--------------------------------------------------------------------------------

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