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Edited Transcript of MSCI earnings conference call or presentation 31-Oct-19 3:00pm GMT

Q3 2019 MSCI Inc Earnings Call

New York Nov 3, 2019 (Thomson StreetEvents) -- Edited Transcript of MSCI Inc earnings conference call or presentation Thursday, October 31, 2019 at 3:00:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* C. D. Baer Pettit

MSCI Inc. - President

* Henry A. Fernandez

MSCI Inc. - Chairman & CEO

* Linda S. Huber

MSCI Inc. - CFO

* Sallilyn Schwartz

MSCI Inc. - Head of IR & Treasurer

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Conference Call Participants

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* Christopher Charles Shutler

William Blair & Company L.L.C., Research Division - Research Analyst

* Craig Anthony Huber

Huber Research Partners, LLC - CEO, MD, and Research Analyst

* Hugh Michael Miller

The Buckingham Research Group Incorporated - Director

* Joseph Dean Foresi

Cantor Fitzgerald & Co., Research Division - Analyst

* Keith Michael Housum

Northcoast Research Partners, LLC - MD & Equity Research Analyst

* Manav Shiv Patnaik

Barclays Bank PLC, Research Division - Director & Lead Research Analyst

* Patrick Joseph O'Shaughnessy

Raymond James & Associates, Inc., Research Division - Research Analyst

* Sou Chien

BMO Capital Markets Equity Research - Senior Associate

* Toni Michele Kaplan

Morgan Stanley, Research Division - Senior Analyst

* William Arthur Warmington

Wells Fargo Securities, LLC, Research Division - MD & Senior Equity Analyst

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Presentation

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Operator [1]

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Good day, ladies and gentlemen, and welcome to the MSCI Third Quarter 2019 Earnings Conference Call. (Operator Instructions) As a reminder, this conference is being recorded.

I would now look to turn the call over to Salli Schwartz, Head of Investor Relations and Treasurer. You may begin.

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Sallilyn Schwartz, MSCI Inc. - Head of IR & Treasurer [2]

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Thank you, operator. Good day, and welcome to the MSCI Third Quarter 2019 Earnings Conference Call. Earlier this morning, we issued a press release announcing our results for the third quarter. This press release along with our earnings presentation and a brief third quarter update are available on our website msci.com under the Investor Relations tab.

Let me remind you that this call contains forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements which speak only as of the date on which they are made and are governed by the language on the second slide of today's presentation. For a discussion of additional risks and uncertainties, please see the risk factors and forward-looking statements disclaimer in our most recent Form 10-K and in our other SEC filings.

During today's call, in addition to results presented on the basis of U.S. GAAP, we also refer to non-GAAP measures, including but not limited to, organic operating revenue growth rates, adjusted EBITDA, adjusted EBITDA expenses, adjusted EPS and free cash flow. We believe our non-GAAP measures facilitate meaningful period-to-period comparisons and provide insight into our core operating performance.

You'll find a reconciliation to the equivalent GAAP measures in the earnings materials and an explanation of why we deem this information to be meaningful as well as how management uses these measures on Pages 21 to 29 of the earnings presentation. We will also discuss organic run-rate growth figures which exclude the impact of changes in foreign currency and the impact of any acquisitions or divestitures.

On the call today are Henry Fernandez, our Chairman and CEO; Baer Pettit, our President and COO; and Linda Huber, our Chief Financial Officer.

I would also like to point out that members of the media may be on the call this morning in a listen-only mode.

With that, let me turn the call over to Henry Fernandez. Henry?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [3]

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Thank you, Salli. Hello, everyone, and thank you for joining us today. Before I start, I would like to say that we're very pleased to have Salli with us on her first earnings call at MSCI. So congratulations to you, Salli, and we're fortunate to have you.

In the third quarter, we, again, saw strong performance across our franchise. With over -- with year-over-year growth of 10% in revenue or 12% on an organic basis, 13% in adjusted EBITDA, and 24% in adjusted EPS. In addition to these exceptional financial results, we achieved several significant milestones: we struck new long-term agreements with BlackRock, Intercontinental Exchange, Deutsche Börse and Charles River Development, and we acquired Carbon Delta. These agreements align us well with key strategic partners and provide us with important capabilities that will continue to enhance our growth and competitive differentiation.

On BlackRock, we extended our successful strategic relationship with them for another 10 years through March of 2030. As you are well aware, there are strong secular drivers of assets into EPS and this new agreement creates a tremendous opportunity for MSCI. Our renewed contract with BlackRock aims to maximize long-term revenue growth by further balancing and aligning the price volume mix in our arrangement with them. More specifically on the deal, the current licensee rates BlackRock base to MSCI will be reduced for ETFs with total expense ratio below certain levels according to our phased implementation period. In these ETFs, our current fee rates have become a much larger percentage to total fees than originally anticipated. Therefore, the new agreement corrects for that. The aggregate reduction to our total asset-based fee run rate as of September 30 of this year, associated with this adjustment, is not material, based on the AUM as of September 30, and based on the most recently confirmed total expense ratios of these ETFs that are subject to adjustment.

Any potential future reductions in total expense ratios of licensed BlackRock ETFs may reduce the license fee rates payable to MSCI for those ETFs. These fee reductions are balanced by the potential for incremental assets to flow into licensed BlackRock ETFs. As you know well, we have seen substantial growth in ETFs over the past decade with global ETF assets up again thus far in 2019 by approximately 20%. Our continued aim with BlackRock has been to more closely align our mutual opportunities and successes in the ETF marketplace and this agreement fully reflects that approach by them and by us. We're very excited about the path we see in front of us, and we believe we're extremely well positioned to benefit from MSCI's ongoing innovation and product development as well as the underlying trends that support the continued flows into ETFs.

We also recently expanded our strategic relationship with the Intercontinental Exchange or ICE who as you know, is a leading operator of global derivative exchanges and clearing houses and a provider of fixed income data. In addition to extending the existing license agreement for listed futures based on MSCI Indices, we licensed to ICE our ESG data for their fixed income index construction, and we licensed from ICE, fixed income pricing and reference data to use across MSCI including for MSCI fixed income indices.

We singularly just renewed our strategic relationship with Eurex, one of the world's leading derivative exchanges and part of Deutsche Börse Group in Germany. We not only extended the terms of our license agreement for the existing MSCI index listed futures in Europe, but also expanded the agreement to include futures on MSCI ESG indices to capitalize on the growing interest in sustainable investment.

This type of strategic relationships are mutually beneficial. They drive innovation and they deliver increased value for our clients and the industry as a whole.

Similar to our focus on driving value through close strategic relationships with a wide variety of leading industry players, we continue to selectively pursue highly strategic bolt-on acquisitions of companies like Carbon Delta, which enhance our capabilities in key growth areas, generate attractive returns and drive long-term growth and differentiation for MSCI. We're extremely excited by the opportunities that will result across all of these developments.

I will now turn the call over to my partner, Baer Pettit who will provide more color on our continued progress in those 2 areas of index derivatives and ESG including the Carbon Delta acquisition.

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C. D. Baer Pettit, MSCI Inc. - President [4]

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Thank you, Henry. We spoke about index derivatives on our second quarter earnings call, and I'd like to briefly update you on our ongoing progress. Index derivatives, including futures and options, continue to gain traction, as the investment community use them as effective tools to implement hedging and other strategies. The extension of our contracts with ICE and Eurex that Henry mentioned will strengthen our footprint in this area of our index franchise.

In the past quarter, we saw asset-based fee revenue or ABF from futures and options more than triple and the notional value traded and listed futures and option linked to MSCI indexes reached a record level of $1.5 trillion. Listed futures and options based on our flagship indexes continue to gain traction with open interest in futures and options linked to our emerging market and EAFE indexes together growing 31% year-over-year.

Henry also referenced ES&G, a topic of significant interest not only to the investment community but also to governments, corporations and various other constituencies. We've seen significant growth in interest in MSCI, the ES&G ratings, research and other products. We continue to enhance our offerings and recently announced the release of ES&G ratings for over 34,000 funds of ETFs in the equity and fixed income universe. ES&G considerations are relevant not only to traditional asset owners and asset managers but also to wealth managers, retail investor platforms, hedge funds, broker-dealers and corporations. Within all these institutions, we continue to see demand from a growing variety of user types including CIOs, portfolio managers, risk officers, governance teams, compliance teams and ES&G specialists. ES&G factors also impact a range of asset classes extending from equity to fixed income to private assets like real estate and private equity. One area where we're seeing significant demand for new product capabilities is climate risk as various market constituencies look to understand and evaluate potential climate change.

We intend to be the largest provider of tools for evaluating the impact of climate risk on investment portfolios. To that end, you saw us acquire Carbon Delta, which is a Zurich-based environmental fintech and data Analytics firm. Together, MSCI and Carbon Delta will offer climate value at-risk and innovative and pioneering climate-risk metric that calculates the impact of climate change on a company's market value and helps investors understand and quantify these risks within their portfolios.

MSCI's growing set of climate change offerings together with our research allows investors to more effectively achieve specific climate objectives including avoiding or diversifying carbon risks, gaining exposure to clean technologies and engaging with companies. We will keep you apprised on our ongoing progress in ES&G, which is very clearly becoming an integral part of portfolio construction.

And with that, I'll turn it over to Linda to take us through the financial highlights and discuss our current guidance for 2019. Linda?

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Linda S. Huber, MSCI Inc. - CFO [5]

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Thanks, Baer, and hello to everyone on the call. MSCI continued its momentum with an 8th straight quarter of organic subscription run rate growth around 10%. This growth was driven by strength across both our geographic regions and our major client segments.

Looking first at geographic regions. Our organic subscription run rate was up 8% in the Americas, 11% in EMEA and 13% in Asia. For asset owners and asset managers, which collectively comprise about 2/3 of our subscription run rate, we saw organic subscription run rate growth of 12% and 10% respectively. MSCI continues to provide its clients with mission-critical products and superior customer service leading to healthy mid-90s retention rates across our segments.

For recurring net new sales, 9 months 2019 was up 8% with the third quarter specifically up 3%, while index and ESG saw growth of 12% and 31%. Analytics had lower growth as it left a strong third quarter in 2018. I'd like to draw your attention to nonrecurring sales, which were up 32% year-over-year to $14 million primarily driven by increased sales in our BarraOne and RiskManager product offerings and in our index derivative product offerings. This was the sixth straight quarter of nonrecurring sales greater than $8 million. On a year-to-date basis, total nonrecurring sales were up 27% including Analytics up 45% and index up 26%.

Turning to our performance in ABF. We continued to benefit from our focus on derivatives with listed futures and options revenue tripling, as Baer referenced earlier. We also note that ABF revenue from futures and options was up over 100% year-over-year even excluding approximately $5 million of additional fees associated with prior periods attributed to a retrospective price increase from a renegotiated contract. ETFs ABF revenue was up 5% with a 7% increase in year-over-year average assets under management or AUM and equity ETFs linked to MSCI indexes partially offset by year-over-year decline in average basis points.

Finally, non-ETF passive funds revenue was up 11% driven by increased contributions from higher fee products. Equity ETFs AUM linked to MSCI indexes ended the quarter at $815 billion, up 6% versus the prior year. Average fees continued to gradually decline as lower fee products capture a disproportionate share of new flows into equity ETFs. With regards to geographic market exposure, there were $13 billion of inflows into funds based on U.S. exposure indexes with more than half in ETFs based on MSCI's Factor indexes primarily in the low volatility and quality products and about 1/5 in ETFs based on MSCI ESG Indexes. MSCI's operating revenue continued at pace in the third quarter with growth across all product segments as we described in our earnings release published this morning. Our strong execution in the quarter resulted in high-quality earnings growth mainly driven by operating momentum.

We had no share repurchases during the third quarter but our earnings continued benefit from the significant share repurchase activity in late 2018.

Free cash flow from third quarter was $174 million, up $43 million year-over-year primarily driven by higher cash collection and lower income tax payments, partially offset by higher payments of cash expenses and higher capital expenditure costs.

Turning to our capital position. Our cash balance at the end of the third quarter was $881 million. Our approach to capital allocation remains the same with no changes to: first, our dividend policy of 40% to 50% payout of adjusted EPS; second, our leverage target of 3x to 3.5x total debt to adjusted EBITDA; and third, our approach to mergers, partnerships and acquisitions and share repurchases both of which remain very opportunistic.

I'd like to now provide an update on our guidance for the remainder of the year. As we remain focused on driving growth, we will keep investing in a number of high return opportunities. We continue to expect adjusted EBITDA expenses and CapEx will be towards the high end of our guidance range of $685 million to $705 million for adjusted EBITDA expenses and $45 million to $55 million for CapEx.

With regard to our tax guidance. We are lowering the range of our full year effective tax rate and now expect it to be between 6% and 9%. As you're aware, this range includes an income tax benefit related to divesting of certain multiyear performance stock units in the first quarter, which has been excluded from adjusted EPS. Excluding this benefit of approximately 11 percentage points, we now expect the effective tax rate used for our adjusted EPS to be in the range of 17% to 20%. And with regard to free cash flow, we expect to be at/or slightly above the high-end of the guidance range of $545 million to $585 million.

And before we move to Q&A, I'd like to turn the call back over to Henry.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [6]

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Thank you, Linda. I wanted to highlight a press release we issued this morning announcing the promotion of Alvise Munari to Global Head of Client Coverage effective January 2 of next year as well as the retirement of Laurent Seyer, MSCI's Chief Operating Officer and Chief Client Officer. I would like to reiterate my deepest appreciation and gratitude to Laurent for his leadership and dedication to MSCI and to our clients. Laurent has led the transformation of our global client coverage organization and positioned us well to realize the many growth opportunities we have across our businesses.

We'd also like to congratulate Alvise on his promotion. Having spent a great deal of time in the last few years with Laurent visiting clients, I can attest that he will further develop and expand our global client relationships as we continue to focus on powering better investment decisions made by those same clients.

We will now open the line to take your questions.

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Questions and Answers

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Operator [1]

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(Operator Instructions) And our first question comes from the line of Toni Kaplan with Morgan Stanley.

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Toni Michele Kaplan, Morgan Stanley, Research Division - Senior Analyst [2]

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This is probably a five-part question. But I wanted to ask more about the BlackRock contract extension. So just assuming expense ratios keep coming down in the industry, would this sort of enable your fee rates to move more quickly? Also you mentioned the phased implementation period, how long will that be? You mentioned the first adjustment in March but how many phases are there? And then the [latent] fee rates paid to MSCI I know will be reduced for certain ETFS in March. How much of an impact will this be to the average fee rate at that time? And then I wanted to ask about the $5 million, if that's related to the $15 million addition to run rate? And just because you're putting it in the asset-based fee run rate, are you expecting that this $15 million recurs over time? I'll leave it at that.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [3]

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Yes. So obviously, we will give you some directional comments of what our arrangement with BlackRock is, but we will not be able to comment on very specific given our policy of not commenting on specific matters pertaining to one client. So it's important to understand the comment that we -- under the disclosure that we have made in the following sense. The agreement calls for a series of fees [that have peers] depending on the total expense ratio of each one of these funds. The adjustment that we mentioned that is phased in over about a 10-month period from March of next year relates to those ETFs that, as I mentioned in my remarks, had abnormally high percentage of their fee being the MSCI fee. So that takes care of those things and that adjustment, based on current AUM and current dollar expense ratio, is relatively immaterial to our asset-based fees.

The second part of, obviously, what we're trying to do is, is for the next 10 years, prepare the relationship with BlackRock to be totally aligned with market dynamics that to the extent that there are meaningful changes in the total expense ratio of each fund, so in this case obviously coming down, that our fee then gets to be commensurate to the level of split that we were -- intended to from the very beginning in many of those funds. And therefore, it veers down depending on the total expense ratio associated with that. And the goal, in full alignment with BlackRock, is to ensure that they have the flexibility in their own ETFs to trade-off the volume versus price to gain market share and acquire new assets, and that MSCI's fees are not in the way of creating a disproportionate amount of our fees to the total expense ratio.

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Linda S. Huber, MSCI Inc. - CFO [4]

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Toni, it's Linda. You had further asked about the $15 million addition to asset-based fees in the run rate that we spoke about, and as you're probably aware, we're open to working with a wide range of partners so that we can best help clients achieve their investment objectives. As we had noted, we recently renegotiated a few of our agreements, as Henry spoke about. And based on the third quarter 2019 trading volumes, we expect that those will add approximately $15 million to our asset-based fees run rate. Now some of this additions is already in the third quarter ABF run rate, and the rest will come into quite in the next 6 months. That is separate from the impact of the amended BlackRock agreement, and we are not able to provide more detail on which companies any of that relates to given confidentiality agreements. So hope that's helpful, and that's about all that we can say.

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Toni Michele Kaplan, Morgan Stanley, Research Division - Senior Analyst [5]

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Very helpful. And then my second question is very short. Just wanted to ask about the agreement with ICE. I thought it looks really interesting and just wanted to understand sort of long term where that relationship could go?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [6]

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We have a great relationship and increasing one with ICE in 2 areas -- in 2 major areas, a lot of other areas but in 2 major areas. One is clearly the listed futures and options part, which we have had for quite some time. So we renewed that agreement, and we renewed our commitment to create new indices for them or license existing indices to them. So that they can continue to launch listed futures based on our IP. The second part of the agreement has to do with their fixed income data business, the former IDC or Interactive Data Corporation business, in which they have -- as you know, they have evaluated prices and terms and conditions on an extremely large universe of bonds around the world. So we are going to be licensing from them that relevant data for us to use across a lot of our products at MSCI including potentially MSCI fixed income indices. Likewise, they're licensing from us our ESG data, ESG ratings, ESG indicators and all that, so that they can incorporate ESG criterias into -- or criteria into the construction of their own fixed income indices, so that they can create ICE branded ESG fixed income indices.

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Operator [7]

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And our next question comes from Manav Patnaik with Barclays.

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Manav Shiv Patnaik, Barclays Bank PLC, Research Division - Director & Lead Research Analyst [8]

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My first question is just around the flows, and I think there's a lot of numbers out there so correct me if I'm wrong, but yesterday I think S&P talked about how [$7] billion of inflows were there into the non-U. S. side. I think you guys said there was $5 billion of inflows and I believe in the commentary you also said there was positive U.S. inflow. So does that mean non-U. S. was negative or, am I just not comparing the right numbers there?

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Linda S. Huber, MSCI Inc. - CFO [9]

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Manav, it's Linda. I don't think we want to comment on what other companies have quoted in their earnings release. I think what you have pointed out is correct. The bulk of inflows was into U.S. funds in the third quarter and a smaller share was into emerging market funds. For us, we're stronger in the emerging markets. So the balance was less helpful to us frankly. So can't comment on the other specific numbers but you certainly have the trends right, and just wanted to make sure that you understood the emerging markets fees, which has been weaker.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [10]

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Yes. As Linda was talking, I was pulling out here the data. Hard to do that while talking, right, but -- so for the quarter -- for the third quarter and related to MSCI-linked ETFs, the total according to our numbers, right, the total amount of flows into equity ETFs related to MSCI was about $5 billion. And that was made up of increasing flows to U.S. exposure ETFs of about, let's say, about $13 billion or so, slight negative to developed market exposure excluding the U.S. and a $13 billion negative or outflows to emerging markets.

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Manav Shiv Patnaik, Barclays Bank PLC, Research Division - Director & Lead Research Analyst [11]

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Okay. Got it. And then just a quick follow-up. Congrats on renewing a lot of the contracts that you mentioned. Are there any other notable moving ones coming up that we should be aware of?

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C. D. Baer Pettit, MSCI Inc. - President [12]

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Nothing on the scale of the ones that we mentioned. I mean clearly, we are in continuous discussions with many of our clients, and we don't habitually discuss specific contracts on this call as you're aware. So I think generally we've got a lot of things going on but nothing that's noteworthy or that stands out.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [13]

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What I would add, Manav, is that just to add some strategic commentary is that as you have heard us talk about in the past, we are intensely focused on developing the index licensing franchise of MSCI into derivatives across all forms of derivatives and across the world. So that's made up of listed derivatives, listed in exchanges, futures and options, and therefore we have a number of partners in the world. The 3 major ones are ICE and Eurex, and the Singapore Exchange in Asia. And the second point is that we're very focused on the over the counter or structured products derivatives market with broker-dealers and all of those things are significant areas of incremental growth for MSCI because on the structured product side, we haven't been that sort of present; and on the derivatives side we're getting excited because the market for multi-country and multicurrency index futures is developing fast, and we are obviously the largest provider of indices in that space.

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Operator [14]

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And our next question comes from the line of Hugh Miller with Buckingham.

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Hugh Michael Miller, The Buckingham Research Group Incorporated - Director [15]

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Had one on the cost savings given the hiring you made on the head of LEAN practices I know it's early days and that it's a recent hire, but if you could just give us is on kind of the expense savings opportunities that you foresee maybe in 2020? And any key areas that you see as an opportunity to focus on?

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C. D. Baer Pettit, MSCI Inc. - President [16]

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The way I would characterize that opportunity and that hire is really part of our ongoing business management, which we've discussed on this call over a number of years. So I don't think that there is any particular area that we view as sort of particularly a target, if you like. The one thing I would say is that we have been consistent in saying that our one MSCI strategy, which brings together a lot of our intellectual property as a benefit to our clients is also an efficiency story. So as we reduce duplication of different technologies, as we consolidate databases, as we [ally] standards in technology, all of those things will create efficiencies over time. And we're very focused on that day in, day out in the management of the business. So it's not really a specific category, it's just a culture of efficiency and a culture of removing duplication and creating better standards across the firm.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [17]

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One other comment that I would make on that is that the -- we categorize our EBITDA expenses into expenses that are to run the current business and continue to fit the revenues of the current business and expenses that are much more investment type, which are to create new things and to change the business and change the direction of the business. So what we're trying to -- as we said in the Investor Day, what we're focused on is, we have enormous opportunities to invest at MSCI on very high return projects given the nature of what we're doing and the demand for what we have. So we need investment dollars to achieve that. So what we're constantly doing, as Baer indicated, is creating high levels of efficiencies in what we do day-to-day to run our existing operations to free up resources so that we can invest in those new things and continue to have a gradual margin expansion in the business. So we believe that, that is a very strong discipline over MSCI, and it helps us grow the revenue line over time and continue to deliver high levels of profitability in the company.

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Hugh Michael Miller, The Buckingham Research Group Incorporated - Director [18]

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Great. And then I guess, a follow-up question on the tax rate side. I understand that we're not giving guidance for 2020 overall, but given the improvement we've seen this year, can you just give us a sense of how we should be thinking about the run rate that's realistic for 2020 for the tax rate?

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Linda S. Huber, MSCI Inc. - CFO [19]

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Yes. It's Linda. I think we would prefer not to get into that. There's a world of tax changes happening right now, and with a lot of discrete items in motion, I think we would prefer to wait until we move into the first quarter of next year to give our views on tax guidance for next year. But please rest assured, we will do it when we get to our first quarter earnings call.

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Operator [20]

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And our next question comes from the line of Chris Shutler with William Blair.

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Christopher Charles Shutler, William Blair & Company L.L.C., Research Division - Research Analyst [21]

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On the -- back to the BlackRock agreement. So where I think your fees go down as BlackRock reduces its expense ratios, how would that differ versus the way that your current agreement is set up? I thought that you currently priced as a percentage of the expense ratio maybe tiered, but was that not the case?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [22]

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What the difference is, is that there were absolute floors associated with all the funds, and therefore, what you now have is a number of tier floors in various sort of categories of total expense ratios.

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Christopher Charles Shutler, William Blair & Company L.L.C., Research Division - Research Analyst [23]

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Okay. So you just have more tiers basically, that's the way to think about it?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [24]

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Yes. Yes. There was always a percentage of the total expense ratio, but there was an absolute floor in which it didn't matter what the total expense ratio was, the -- our fees cannot go beyond that -- below that. So now what we've done is create a number of categories of tiers, and each tier has its own percentage and its own floor.

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C. D. Baer Pettit, MSCI Inc. - President [25]

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Which reflects the fact that the market pricing or total expense ratios on ETF are far broader than 10 years ago. There's a much broader range of products at different price points serving different purposes.

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Christopher Charles Shutler, William Blair & Company L.L.C., Research Division - Research Analyst [26]

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For sure. Makes sense. And then the other question I had was regarding the commentary in the press release around the leverage. Current target, 3x to 3.5x gross debt-to-EBITDA. I think you're in the middle of that range today. It sounds like you're considering taking on more debt. Where would you expect to take the leverage target, where could you take it? And what would you do with that extra capital?

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Linda S. Huber, MSCI Inc. - CFO [27]

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Sure. As we had said at the quarter end, we had $2.6 billion of debt outstanding, which is 3.2x our trailing 12-month adjusted EBITDA and our stated gross leverage target-to-adjusted-EBITDA is 3x to 3.5x. We do monitor the market and we'll be opportunistic as we think about potential financing. We would also note that the Board has added another $750 million to our share repurchase authorization to bring us to $1.456 billion and we're going to think about those things very opportunistically.

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Operator [28]

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And our next question comes from the line of Bill Warmington with Wells Fargo.

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William Arthur Warmington, Wells Fargo Securities, LLC, Research Division - MD & Senior Equity Analyst [29]

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Hello and welcome to Salli. A question for you on the ETF side. There's been some recently announced highly publicized reductions in retail trading fees. And I just wanted to ask, what you thought the impact to that would be on ETF demand and pricing for MSCI?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [30]

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Well, I think anything that reduces the friction for trading of financial instruments creates a lot more ability by investors to invest larger amounts in those instruments because they now have less friction to come in or to come out of them. So that bodes well for ETFs because ETFs are much more trading instruments than mutual funds, for example. And therefore, we anticipate that there will continue to be more assets coming into ETF over and above what is currently coming.

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William Arthur Warmington, Wells Fargo Securities, LLC, Research Division - MD & Senior Equity Analyst [31]

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And then for my follow-up question., I, wanted to ask about the megatrend in the fees, just how -- what are you looking at these days in terms of AUMs tied to those? How quickly are they growing? When do you think they'd move the needle?

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C. D. Baer Pettit, MSCI Inc. - President [32]

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So we're still for sure at the ground floor in that. I mean these indexes are pretty much hot off the press as it were, right? So we've only just launched them. So I don't want to speculate on the exact category. As you can see, many of these newer categories of what I would call precision exposure type of indexes, whether they're in factors or in ES&G, have shown very attractive growth. And people -- there's for certain the market of people who want to have certain market exposures very precisely through indexes. So we would be delighted if they were to follow some of the precedents of the other specialized indexes we have. We don't want to speculate around that. So I think we'll just have to keep you apprised on those developments in the quarters going forward. But certainly, from just a client response point of view and the dialogues we've been having, it's very positive.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [33]

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What I would add, Bill, is that again sort of with the more strategic emphasis is that the -- what we are moving into -- what MSCI, in addition to the flagship market cap indices, the flagship sort of Factor indices, the flagship ESG indices that are more benchmark-related to large portfolios. We are rapidly also moving in the direction of creating more narrow, more thematic exposures based on research that we do, that translates into these indices and those could be in significant demand by ETF providers, by wealth managers, by structured products over-the-counter derivatives and the like. And therefore, this is a whole new growth area for MSCI over time in which we're just building the underlying indices that will be the basis of portfolios of every kind in the world.

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Operator [34]

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And our next question comes from the line of Craig Huber with Huber Research Partners.

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Craig Anthony Huber, Huber Research Partners, LLC - CEO, MD, and Research Analyst [35]

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My first question I guess for Linda. Now you've been there a few months, Linda, just curious what your brief observations have been so far, what you think your investors might be interested in that you might be working on perhaps trying to make the company more efficient? I realize it's a very high bar to say that.

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Linda S. Huber, MSCI Inc. - CFO [36]

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Thanks, Craig. Coming up on 6 months here, and it's been an amazing transition. My colleagues are all very impressive, very smart and we move fast here mainly driven by Henry's blistering pace. But we continue to work on efficiencies, as Baer has described, because we want to be very sure that we're able to continue to make investments in what we call our Triple Crown investments, which will be the ones that have short payoff periods, high returns and are in our fastest-growing businesses, which would be index and ESG and then our other businesses are also performing really, really well. So incredible focus on where we're going to put our dollars, as Henry has indicated. This is my primary focus. And I think the program we have to do that is moving very nicely. And as we move into next year, we'll have more to tell you about that, but I think that's the most important thing.

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Craig Anthony Huber, Huber Research Partners, LLC - CEO, MD, and Research Analyst [37]

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Then my second question. I guess Henry, maybe just update us on the numbers you look at of -- in the U.S. active versus passive. Where's that breakdown right now, the data you're looking at? And what's your best sense where you think that might be? I know it's tough question to ask, but if I would say 2 years out here, where do you think it sort of tops out at if you had to hazard a guess?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [38]

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On a secular -- on a structural basis, clearly, passive management continues to grow by leaps and bounds. For a variety of reasons, it creates very easy exposures at a very low cost to an investor. There's a lot of research drawn that clearly those portfolios have performed the majority of active portfolios. So we continue to see that for sure in an unabated way with some cycles obviously. A [lot of] passive investing can be deemed sometimes to be momentum investing because you're chasing the things that are doing well. And so I don't have the latest statistics of where we are, but I think that this debate as to where the limit is in the short term of passive is not a good one because there could be a significant amount of assets in the world that are passive, not to a point in which is the vast majority because then obviously, it creates opportunities for passive to be able to create alpha. So that's a good runway for us. But bear in mind also that we -- a lot of our revenues, more than half of our revenues and our clients are active managers and, therefore, we spend a great deal of time helping them create the tools and their portfolios with the tools, their portfolios to outperform passive and to run their businesses better, so that they develop competitive advantage in the industry.

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Operator [39]

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And our next question comes from the line of Henry Chien with BMO.

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Sou Chien, BMO Capital Markets Equity Research - Senior Associate [40]

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I just had a question on ES&G. So I understand that there's a bit of a secular headwind or tailwind to assets with ES&G mandates in U.S. and Europe. Just with the context that there's a lot of other providers that are data providers that are going after ESG but it seems like MSCI's doing particularly well. I'm just wondering what -- like what would you characterize like -- why is the data -- the ES&G data so compelling for investors or managers versus other data sets for MSCI?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [41]

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So let me first say that because you read all these reports, all these newspaper articles, and all of that, how many data providers exist and how competitive the market is and so on and so forth, it is very misleading. Obviously, data is a completely necessary condition for success. If you have no data, you can't create anything. But on top of that, what you need to build is what are you going to use this data for in the investment process. The mission criticality of let's say the materiality of the data, you can have a lot of data but what's material to the investment process and what's material to the impact of a particular company or not. So what we consider ourselves is the leading provider of those mission-critical tools in the investment process that are taking a lot of ES&G into account, whether it's data per se, whether it's research, whether it's ratings, whether it's indices, whether it's risk models or whatever, and there are not too many providers in that space. There are not. We have an incredibly amount of runway to continue to lead in that space, and that's where we want to be.

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C. D. Baer Pettit, MSCI Inc. - President [42]

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And just maybe to add on to that, so -- and maybe reinforcing the point from both the broader point that Henry made and then a narrower example. The broader point is the topic of ES&G needs to be intelligently incorporated into the overall portfolio construction question, whether it's at the total plan level for an asset owner or within a given fund. And so I think it's the combination of the quality of our research and ratings, but also our ability to address the broader context.

The second thing I would say is, there -- and I'm drawing on my observations about the Carbon Delta acquisition. I was in Tokyo for the task force for climate-related financial disclosure which the government of Japan sponsored a few weeks ago and there is dramatic change in the way that both governments and corporations are looking at that. One of the goals of that task force is precisely to look at portfolio impact of climate change, which I was alluding to in my scripted comments earlier. Quite frankly, there is no one providing adequate solutions in this area. No one. And so I'm sure there are others attempting to do so. We are -- we believe we are ahead of that, and we're able to do so the term that they use is uses climate VAR, climate value at-risk. Again, this just plays into all the other expertise that we have an understanding portfolio risk, understanding portfolio construction, and the broader context in which investors operate. So yes, there are many disparate data providers, but I think MSCI's both leading there but we are able to help with investors at the broader context of their asset allocation and portfolio construction. And I think it's in that, that we have unique competitive advantages.

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Operator [43]

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And our next question comes from the line of Joseph Foresi with Cantor Fitzgerald.

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Joseph Dean Foresi, Cantor Fitzgerald & Co., Research Division - Analyst [44]

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I wondered if you could give us an update on your wealth management product. We haven't talked about that I think yet in the call. And any progress you're making, any quantifiable metrics you could put around that?

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C. D. Baer Pettit, MSCI Inc. - President [45]

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Yes, just to clarify, we have a range of products and services, which we sell into the wealth segment. And so of our total sales into that segment, we only have one product that I would say was historically defined for it, which continues to say that the sales of that product I would say are in line with our general growth. Overall, our growth into the wealth segment has been above average over the last year or 2. This quarter, it's a little weak because we had a comparable from last year, which was an enormous sale, one of the biggest sales that we had last year into a very large broker-dealer in Asia. So I would say that we're making steady progress. We'd like to see that, that growth is above average, and this quarter it's a little below average. So I think we're -- I would say there's no breaking news. We continue to be focused on the segment and we continue to put more resources there.

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Joseph Dean Foresi, Cantor Fitzgerald & Co., Research Division - Analyst [46]

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Got it. And then my follow up. Linda, you've been there for a while. What's missing? What are you looking for on the M&A front or what are you working on outside of the efficiency side of things?

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Linda S. Huber, MSCI Inc. - CFO [47]

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Sure. We continue to look at bolt-on acquisitions. We continue to look in the private asset class base. Henry's talked quite a bit about that. I think we look at database sets, which are attractive, that might be useful to us. And we also are looking in the fixed income space to see if there's anything that might be helpful to us there. This is a very time-intensive effort. My colleague Andy Wiechmann spent a lot of time focusing on the partnership part of things. You can probably see from what we've announced this quarter, we've worked very hard on these partnerships and they're clearly of great importance to us. But eyes wide open in terms of potential acquisitions and we'd like to stress, we don't need to buy the entirety of companies, we're very happy to look at partnerships structures and maybe I'll turn it over to Henry to see if there's anything else he would like to add.

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [48]

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Look I think we are building MSCI into various areas. So what is a lot of the work that remains here on the product side is private asset classes, fixed income. On the geographic area is Asia. We've done very well in Asia recently. We're putting enormous amount of attention there because of the wealth creation that exists there with big pension funds wealth -- [there's other] wealth funds and the like. On the client segment, clearly wealth management was asked before is an area that we need to put a lot more investments in, and there's more segments like life insurance, for example, that we're not very high on and that will correspond with our -- once we get a lot of this fixed income products that we're working on, that will be a great place to put a lot of effort because as you know, life insurance companies buy a lot of fixed income.

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Operator [49]

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And our next question comes from the line of Keith Housum with Northcoast Research.

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Keith Michael Housum, Northcoast Research Partners, LLC - MD & Equity Research Analyst [50]

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Just a little bit clarification on the non-recurring revenues specifically in the futures and derivatives or indexes section. I noticed you guys obviously talked about the agreements with ICE and Eurex, but the growth in the futures and listed options, was it relative to those agreements this quarter or was there a onetime nature that we should be thinking about the growth that you saw this quarter?

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C. D. Baer Pettit, MSCI Inc. - President [51]

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So the question is -- so fundamentally, the ABF category is of a recurring characteristic, right? So the areas where the onetime is typically the largest are mostly related to Analytics, which has to do with the implementation of our deals and related services. And then in Index, it can be certain sales of specific intellectual property, and occasionally also in the over-the-counter derivatives areas with brokers. We have various catch-up fees, the mechanics of which I won't -- we won't go into here but in essence those are -- it's not in the listed derivatives area that we typically have onetime fees. That is overwhelmingly a recurring revenue business.

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Linda S. Huber, MSCI Inc. - CFO [52]

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And to further expand on that, regarding the other parts of the business, just to add to Baer's comments, on Analytics, we talked about lumpiness that we see in sales quarter-to-quarter before. This quarter that was particularly acute because Analytics had a very tough comparable compared to a strong third quarter last year. As Baer had mentioned, we won a significant contract last year with very large agent -- Asian securities firm on our WealthBench offering so the lapping was very, very difficult. On the pipeline front though, we see a healthy pipeline and relatively moderate cancels. You've seen overall for the firm, cancels continue to -- continue to see that we're running at about 95% in terms of what we're able to do with our subscription revenue. So we feel pretty good about all of that. Hope that was able to answer your question.

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Operator [53]

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And our last question comes from the line of Patrick O'Shaughnessy with Raymond James.

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Patrick Joseph O'Shaughnessy, Raymond James & Associates, Inc., Research Division - Research Analyst [54]

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Apologies for that. In light of your new agreement with BlackRock, I was curious to what extent you think that the fees or ETF partners have had to pay in the past that precluded them from competing those aggressively on prices they might have otherwise?

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Henry A. Fernandez, MSCI Inc. - Chairman & CEO [55]

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I don't think so. In the past, all of these are -- you noticed in my comments, a lot of these initially is just cleaning up a few things here and there that are not material. More importantly, what this agreement is, is to prepare for the next 10 years and the market dynamics in those 10 years. I don't think there's any intent at this point to change fees or anything like that. It's just to be ready for that 10-year horizon to compete more aggressively in the marketplace, on the price volume mix so that this ETF by BlackRock continued to acquire a significant amount of assets and a significant amount of market share. So to achieve that, they need to look at their own expense ratios and management fees, and we, as a supplier of the IP to them, we cannot be the majority of that expense in our fees. We have to then be commensurate in our percentage or proportion of fees regarding their fees, but that hasn't prevented anybody from competing in the marketplace. The agreement that we had before worked really well. We're now sort of setting the stage for the next level of competition and assets and growth.

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Patrick Joseph O'Shaughnessy, Raymond James & Associates, Inc., Research Division - Research Analyst [56]

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Great. And then we seem to be hearing more about direct indexing these days and firms like Charles Schwab are talking about it. Do you look at direct indexing as an opportunity, a threat or really a nonevent for you guys?

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C. D. Baer Pettit, MSCI Inc. - President [57]

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Look, I think that the -- and maybe putting this into context, the earlier question about passive versus active, right? So we typically use the term index ourselves, and there are both a range of different strategies at which -- some of which are for the total market, some are for factors or ETFs or the megatrends that we mentioned. Clearly, direct indexing is to -- it shows itself today as a basket of securities. So it's really a basket of securities created for an individual. So that is for the moment, that is neither I would say an opportunity nor a threat to us. And I think the question will be is that structurally different than any other previous coming together of a universe of stocks for an individual. There could be opportunities for us there perhaps in providing overlays in portfolio construction and index methodology, but for the moment I would say it's fairly neutral for us.

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Linda S. Huber, MSCI Inc. - CFO [58]

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Before we close, I'd like to make one last just quick, housekeeping note for everyone looking to model the fourth quarter. You might have noticed that it's implied that our expenses might be a bit higher in the fourth quarter than they were in the third quarter. That would be correct. It might be a number that's even around approximately $10 million higher. We wanted to really stress this first quarter we're picking up expenses for our Carbon Delta acquisition. We just wanted to make sure that everyone understands that. Also, we continue making very selective investments in our strong businesses, and we have had a slight increase in headcount, most of that in the emerging markets. And as we're having a pretty good year, we do look toward compensation to probably be quite reasonable given the strong financial results we've seen this year. So as you're thinking about expenses for the fourth quarter, please note those areas and just please be aware as we had spoken about before, we have closed Carbon Delta and we're picking up those expenses in the fourth quarter. I hope that's helpful to everyone. And I think that about concludes what we have in terms of our remarks.

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Operator [59]

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Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.