–

The accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information;

–

The audited consolidated financial statements of FactSet as of and for the year ended August 31, 2015 included in FactSet’s Annual Report on Form 10-K for the year ended August 31, 2015; and

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The unaudited consolidated financial statements of FactSet as of and for the three and six months ended February 29, 2016 included in FactSet’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016.

As Reported

Disposition

of Market

Metrics (A)

Other

Adjustments

Pro Forma

ASSETS

Cash and cash equivalents

(B)

Investments

Accounts receivable, net

Prepaid taxes

Deferred taxes

Prepaid expenses and other current assets

Total current assets

Property, equipment and leasehold improvements, at cost

Less accumulated depreciation and amortization

Property, equipment and leasehold improvements, net

Goodwill

Intangible assets, net

Deferred taxes

(C)

Other assets

TOTAL ASSETS

LIABILITIES

Accounts payable and accrued expenses

(D)

Accrued compensation

(D)

Deferred fees

Deferred taxes

Taxes payable

(E)

Dividends payable

Total current liabilities

Long-term debt

Deferred taxes

(C)

Taxes payable

Deferred rent and other non-current liabilities

TOTAL LIABILITIES

STOCKHOLDERS’ EQUITY

Common stock

Additional paid-in capital

(F)

Treasury stock, at cost

Retained earnings

(G)

Accumulated other comprehensive loss

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

As Reported

Disposition of

Market Metrics

Pro Forma

Revenues

(H)

Operating expenses

Cost of services

(H)

Selling, general and administrative

(H)

Total operating expenses

Operating income

Other income

(H)

Income before income taxes

Provision for income taxes

(I)

Net income

Basic earnings per common share

Diluted earnings per common share

Basic weighted average common shares

Diluted weighted average common shares

As Reported

Disposition of

Market Metrics

Pro Forma

Revenues

(H)

Operating expenses

Cost of services

(H)

Selling, general and administrative

(H)

Total operating expenses

Operating income

Other expense

Income before income taxes

Provision for income taxes

(I)

Net income

Basic earnings per common share

Diluted earnings per common share

Basic weighted average common shares

Diluted weighted average common shares

A.

These adjustments reflect the elimination of the assets and liabilities of the disposal group. The total net assets of the disposal group are $32.6 million and reduce the gain on sale as calculated in Note G.

B.

This adjustment represents the receipt of $165.0 million in cash at the close of the Transaction less a $9.7 million bonus adjustment amount and a $0.6 million estimated working capital adjustment.

C.

This adjustment reclasses the deferred tax liability related to the Market Metrics LLC entity to the deferred tax asset line for presentation purposes.

D.

These adjustments represent Transaction-related expenses that have been accrued for as of the close of the Transaction, including bonuses and professional fees.

E.

This adjustment represents the taxes payable attributable to the gain on sale. The taxes payable amount was calculated using an estimated blended U.S. Federal and state rate of 37.0%. Excluded from this calculation was $31.0 million which reflects the fair value assigned to the U.K.-based entity, Matrix-Data Limited, whose disposal was tax-exempt under local tax law.

F.

This adjustment represents the reversal of additional paid in capital (“APIC”) recorded for restricted stock awards related to the disposal group that remained unvested as of July 1, 2016. As such, the historical amount charged to APIC has been reversed with an offsetting adjustment to retained earnings.

G.

This adjustment includes the estimated after-tax gain on the sale of $88.9 million. This estimated gain has not been reflected in the pro forma statement of operations as it is considered to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Purchase Agreement.

H.

These adjustments reflect the elimination of the historical revenues and expenses of the disposal group for the periods presented. Not included in the pro forma results are anticipated savings due to costs that may be reduced or eliminated.

I.

This adjustment represents the estimated income tax effect of the pro forma adjustments. The tax effect of the pro forma adjustments was calculated using the estimated blended U.S. Federal and state rate of 37.0% for Market Metrics LLC and the U.K. statutory tax rate of 20.0% for Matrix-Data Limited.