. STOCK - BASED COMPENSATION

The Company recognized total stock - based compensation expense of

$6.4

million and

$6.5

million during the

three

months ended

November

30,

2016

and

2015,

respectively. As of

November

30,

2016,

$88.2

million of total unrecognized compensation expense related to non - vested equity awards is expected to be recognized over a weighted average period of

3.7

years. There was no stock - based compensation capitalized as of

November

30,

2016

August

31,

2016,

respectively.

Employee Stock Option Fair Value Determinations

The Company utilizes the lattice - binomial option - pricing model (“binomial model”) to estimate the fair value of new employee stock option grants. The Company’s determination of fair value of stock option awards on the date of grant using the binomial model is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

Q1 2017	671,263 non performance - based employee stock options and 22,460 performance - based employee stock options were granted at a weighted average exercise price of $152.51 and a weighted average estimated fair value of $39.60 per share.
Q1 2016	513,785 non performance - based employee stock options and 530,418 performance - based employee stock options were granted at a weighted average exercise price of $170.21 and a weighted average estimated fair value of $46.62 per share.

The weighted average estimated fair value of employee stock options granted during the

three

months ended

November

30,

2016

and

2015

was determined using the binomial model with the following weighted average assumptions:

Three months ended November 30,	2016				2015
Term structure of risk-free interest rate		0.07%	-	2.09%		0.07%	-	2.12%
Expected life (years)			7.4				7.8
Term structure of volatility		21%	-	30%		21%	-	30%
Dividend yield			1.18%				1.07%
Weighted average estimated fair value			$39.60				$46.62
Weighted average exercise price			$152.51				$170.21
Fair value as a percentage of exercise price			26.0%				27.4%

The risk - free interest rate assumption for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility is based on a combination of historical volatility of the Company’s stock and implied volatilities of publicly traded options to buy FactSet common stock with contractual terms closest to the expected life of options granted to employees. The approach to utilize a mix of historical and implied volatility was based upon the availability of actively traded options on the Company’s stock and the Company’s assessment that a combination of implied volatility and historical volatility is best representative of future stock price trends. The Company uses historical data to estimate option exercises and employee termination within the valuation model. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The expected life of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is a derived output of the binomial model. The binomial model estimates employees exercise behavior based on the option’s remaining vested life and the extent to which the option is in - the - money. The binomial model estimates the probability of exercise as a function of these

two

variables based on the entire history of exercises and cancellations of all past option grants made by the Company.

Non - Employee Director Stock Option Fair Value Determinations

The

2008

Non - Employee Directors’ Stock Option Plan (the “Directors’ Plan”) provides for the grant of share - based awards, including stock options, to non - employee directors of FactSet. An initial

250,000

shares of FactSet common stock were reserved for issuance under the Directors’ Plan, of which

66,031

remain available for future grant as of

November

30,

2016.

The expiration date of the Directors’ Plan is

December

2018.

The Company utilizes the Black - Scholes model to estimate the fair value of non - employee Director stock option grants. The Company’s determination of fair value of share - based payment awards on the date of grant is affected by the Company’s stock price as well as assumptions regarding a number of variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeitures and employee stock option exercise behaviors.

Restricted Stock

Fair Value Determinations

Restricted stock granted to employees entitles the holder to shares of common stock as the award vests over time, but not to dividends declared on the underlying shares while the restricted stock is unvested. The grant date fair value of restricted stock awards is measured by reducing the grant date price of FactSet’s share by the present value of the dividends expected to be paid on the underlying stock during the requisite service period, discounted at the appropriate risk - free interest rate. Restricted stock awards are amortized to expense over the vesting period. During the

first

three

months of fiscal

2017,

there were

5,084

restricted stock awards granted with a weighted average grant date fair value of

$151.63.

During the

first

three

months of fiscal

2016,

FactSet granted

93,120

restricted stock awards at a weighted average grant date fair value of

$159.46.

Employee Stock Purchase Plan Fair Value Determinations

During the

three

months ended

November

30,

2016,

employees purchased

16,496

shares at a weighted average price of

$136.14

as compared to

15,835

shares at a weighted average price of

$130.36

for the

three

months ended

November

30,

2015.

Stock - based compensation expense recorded for each of the

three

months ended

November

30,

2016

and

2015,

relating to the ESPP was

$0.5

million and

$0.4

million, respectively.

The Company uses the Black - Scholes model to calculate the estimated fair value for the ESPP. The weighted average estimated fair value of ESPP grants during the

three

months ended

November

30,

2016

and

2015

were

$30.32

and

$25.41

per share, respectively, with the following assumptions:

Three months ended November 30,	2016			2015
Risk-free interest rate		0.35	%		0.05	%
Expected life (months)		3			3
Expected volatility		10.3	%		9.9	%
Dividend yield		1.11	%		1.15	%

Accuracy of Fair Value Estimates

The Company is responsible for determining the assumptions used in estimating the fair value of its share - based payment awards. The Company’s determination of fair value of share - based payment awards on the date of grant using an option - pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, interest rates, option forfeiture rates and actual and projected employee stock option exercise behaviors. Option - pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.