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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2012

MSCI Inc.
(Exact name of registrant as specified in its charter)

(212) 804-3900
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On November 6, 2012, MSCI Inc. (the “Registrant”) released financial information with respect to its third quarter ended September 30, 2012.  A copy of the press release containing this information is furnished as Exhibit 99.1 and the related investor presentation, which will be presented by the Registrant’s management during its conference call on Tuesday, November 6, 2012 at 11:00 a.m. Eastern Time, is furnished as Exhibit 99.2 to this Current Report on Form 8-K (the “Report”).

The Registrant’s press release and the related investor presentation contain certain non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are also contained in Exhibits 99.1 and 99.2.

The information furnished under Item 2.02 of this Report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Exhibit 99.1

MSCI Inc. Reports Third Quarter 2012 Financial Results

NEW YORK--(BUSINESS WIRE)--November 6, 2012--MSCI Inc. (NYSE: MSCI), a leading global provider of investment decision support tools, including indices, portfolio risk and performance analytics and corporate governance services, today announced results for the third quarter and nine months ended September 30, 2012.

(Note: Percentage changes are referenced to the comparable period in 2011, unless otherwise noted.)

• Operating revenues increased 4.6% to $235.4 million in third quarter 2012 and 4.2% to $703.1 million for nine months 2012.
• Net income declined by 3.0% to $48.3 million in third quarter 2012. Net income grew 0.6% to $129.8 million for nine months 2012.
• Adjusted EBITDA (defined below) grew by 4.3% to $108.1 million in third quarter 2012 despite the impact of higher severance expenses. For nine months 2012, Adjusted EBITDA grew by 0.9% to $317.9 million. Third quarter 2012 Adjusted EBITDA margin declined slightly to 45.9% from 46.0% and nine months 2012 Adjusted EBITDA margin fell to 45.2% from 46.7%.
• Diluted EPS for third quarter 2012 fell 2.5% to $0.39 and nine months 2012 Diluted EPS was unchanged at $1.05.
• Third quarter 2012 Adjusted EPS (defined below) was unchanged at $0.49. Nine months 2012 Adjusted EPS rose 2.9% to $1.43.

Henry A. Fernandez, Chairman and CEO, said, “MSCI continued to grow its subscription revenues and run rate during the third quarter of 2012, despite volatile financial markets. I am especially pleased that our index and ESG run rate grew by 6% year-over-year, even after taking into account the impact of the Vanguard announcement. The growth of index and ESG run rate is an indication of the value that we provide to global investors. Our governance revenues grew by 4%, reflecting the recent positive momentum we are seeing in that business.

“We are confident in the long-term secular trends driving our growth and are focused on how we can best position MSCI to capture these opportunities,” added Mr. Fernandez.

Table 1: MSCI Inc. Selected Financial Information (unaudited)

Summary of Results for Third Quarter 2012 compared to Third Quarter 2011

Operating Revenues – See Table 4

Total operating revenues for the three months ended September 30, 2012 (third quarter 2012) increased $10.4 million, or 4.6%, to $235.4 million compared to $225.0 million for the three months ended September 30, 2011 (third quarter 2011). Total third quarter 2012 subscription revenues rose $13.9 million, or 7.5%, to $197.6 million while asset-based fees declined $1.0 million, or 2.8%, to $34.0 million.

Non-recurring revenues fell $2.5 million to $3.8 million. The decline in non-recurring revenues was driven by a decline in index derivative license revenues as well as a decline in non-recurring governance revenues.

Performance and Risk segment revenues rose $9.2 million, or 4.7%, to $205.4 million, primarily driven by growth in index and environmental, social and governance (“ESG”) products, and risk management analytics.

• Index and ESG products: Index and ESG products revenues increased $6.6 million, or 6.5%, to $107.9 million. Subscription revenues grew by $7.6 million, or 11.5%, to $73.9 million, driven by growth in revenues from MSCI’s ACWI (All Country World Index) core and other index modules as well as higher usage fees, offset, in part, by a $1.4 million decline in non-recurring subscription revenues.

• Risk management analytics: Revenues related to risk management analytics increased $3.1 million, or 5.1%, to $65.0 million. The increase in risk management analytics revenues was driven by higher revenues from our primary risk management platforms, RiskManager and BarraOne.
• Portfolio management analytics: Revenues related to portfolio management analytics declined $1.1 million, or 3.7%, to $29.1 million.
• Energy and commodity analytics: Revenues from energy and commodity analytics were $3.3 million, up $0.5 million, or 18.6%, from third quarter 2011. At the beginning of 2012, we corrected an error in our revenue recognition policy for our energy and commodity analytics products. The correction resulted in a greater proportion of annual revenue being recognized in third quarter 2012 than in third quarter 2011.

Governance segment revenues rose $1.3 million, or 4.4%, to $30.1 million in third quarter 2012, driven by higher revenues from our compensation data and analytic products and a higher renewal rate.

Operating Expenses – See Table 6

Total operating expenses rose $9.1 million, or 6.4%, to $151.9 million, primarily driven by higher compensation costs and a lease exit charge.

Compensation costs: Total compensation costs rose $6.8 million, or 7.8%, to $93.0 million in third quarter 2012. Excluding non-recurring stock-based compensation expense, total compensation costs rose $7.4 million, or 8.7%, to $92.4 million. Compensation costs were impacted by an increase in average headcount and by higher severance costs, which rose $3.7 million to $4.1 million.

Non-compensation costs excluding the lease exit charge, depreciation and amortization, and restructuring costs: Non-compensation operating expenses excluding the lease exit charge, depreciation and amortization, and restructuring costs declined $1.5 million, or 4.0%, to $35.0 million in third quarter 2012. The biggest drivers of the decline were lower travel and entertainment expenses, recruiting fees, and market data costs, partially offset by higher occupancy costs.

Lease exit charge: The third quarter 2012 included $3.3 million associated with a lease exit charge resulting from the consolidation of our New York offices.

Depreciation and amortization: Amortization of intangibles expense totaled $16.0 million compared to $16.4 million in third quarter 2011, a decline of 2.8%. Depreciation and amortization of property, plant and equipment was flat at $4.6 million.

Other Expense (Income), Net

Other expense (income), net for third quarter 2012 was $7.9 million, a decline of $4.0 million from third quarter 2011. Interest expense fell by $5.8 million to $7.3 million as a result of lower levels of indebtedness and lower interest rates following our second quarter 2012 refinancing.

Provision for Income Taxes

Income tax expense was $27.3 million in third quarter 2012, an increase of $6.8 million, or 33.2%, from third quarter 2011. The effective tax rate in third quarter 2012 was 36.1%. Third quarter 2011 income tax expense was impacted by $4.2 million of certain non-recurring benefits relating to prior tax periods, which resulted in an effective rate of 29.2%.

Net Income and Earnings per Share – See Table 14

Net income declined $1.5 million, or 3.0%, to $48.3 million for third quarter 2012. The net income margin fell to 20.5% from 22.1% as a result of the lower operating profit margin and higher tax rate. Diluted EPS declined by one cent, or 2.5%, to $0.39.

Adjusted net income, which excludes the after-tax impact of the lease exit charge, amortization of intangibles, non-recurring stock-based compensation expense, restructuring costs and debt repayment and refinancing expenses totaling $12.6 million, was flat at $60.9 million. Adjusted EPS, which excludes the after-tax, per share impact of the lease exit charge, amortization of intangibles, non-recurring stock-based compensation expense, restructuring costs and debt repayment and refinancing expenses totaling $0.10, was unchanged at $0.49.

See Table 14 titled “Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Adjusted EBITDA – See Table 13

Adjusted EBITDA, which excludes income taxes, other net expense and income, depreciation, amortization, non-recurring stock-based compensation, restructuring costs, and the lease exit charge, was $108.1 million, up $4.5 million, or 4.3%, from third quarter 2011. The Adjusted EBITDA margin declined to 45.9% from 46.0%.

By segment, Adjusted EBITDA for the Performance and Risk segment increased $4.4 million, or 4.6%, to $100.4 million in third quarter 2012. The Adjusted EBITDA margin for this segment was unchanged at 48.9%. Adjusted EBITDA for the Governance segment increased $0.1 million, or 1.0%, to $7.7 million and the Adjusted EBITDA margin for this segment fell to 25.7% from 26.5%.

See Table 13 titled “Reconciliation of Adjusted EBITDA to Net Income” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Summary of Results for Nine Months Ended September 30, 2012 compared to Nine Months Ended September 30, 2011

Operating Revenues – See Table 5

Total operating revenues for the nine months ended September 30, 2012 (nine months 2012) increased $28.3 million, or 4.2%, to $703.1 million compared to $674.8 million for the nine months ended September 30, 2011 (nine months 2011). Total subscription revenues rose $39.6 million, or 7.3%, to $582.3 million, while asset-based fees declined $2.2 million, or 2.1%, to $102.7 million. Total non-recurring revenues fell $9.2 million, or 33.8%, to $18.0 million.

Index and ESG products and risk management analytics revenues grew 6.6% and 6.7%, respectively, in nine months 2012. Portfolio management analytics declined 1.4% and governance revenues rose 1.1%. Energy and other commodity analytics revenues fell 39.7%, primarily as a result of a $5.2 million non-cash cumulative revenue reduction in first quarter 2012 to correct an error.

By segment, Performance and Risk revenues rose $27.3 million, or 4.7%, to $611.1 million for nine months 2012. Governance revenues rose $1.0 million, or 1.1%, to $92.0 million.

Operating Expenses – See Table 7

Total operating expenses increased $17.0 million, or 3.9%, to $451.4 million in nine months 2012 compared to nine months 2011, primarily driven by higher compensation costs and the lease exit charge, partially offset by lower depreciation, amortization, and restructuring expenses. Excluding non-recurring stock-based compensation, compensation expenses were up $24.6 million, or 9.7%. Compensation costs were impacted by an increase in average headcount and by higher severance costs, which rose $7.8 million to $8.4 million. Non-compensation expenses costs excluding the lease exit charge, depreciation and amortization, and restructuring costs rose by $0.9 million, or 0.8%, to $107.2 million, mostly as a result of higher occupancy costs. Restructuring costs declined by $3.5 million. Depreciation and amortization expenses declined by $2.9 million, or 4.5%.

Other Expense (Income), Net

Other expense (income), net for nine months 2012 was $50.5 million, an increase of $3.5 million from nine months 2011. Other expense (income), net includes debt repayment and refinancing expenses of $20.6 million in nine months 2012 and $6.4 million in nine months 2011. Excluding the change in debt repayment and refinancing expenses, other expense declined by $10.7 million in nine months 2012 as a result of a combination of lower levels of indebtedness and a lower interest rates.

Provision for Income Taxes

The provision for income tax expense was $71.3 million in nine months 2012, up $7.0 million, or 10.9% from nine months 2011. The effective tax rate was 35.5% in nine months 2012, up from 33.3% in nine months 2011. Nine months 2011 income tax expense was impacted by $4.2 million of certain non-recurring benefits relating to prior tax periods.

Net Income and Earnings per Share – See Table 14

Net income was essentially flat at $129.8 million. The net income margin decreased to 18.5% from 19.1%. Diluted EPS was unchanged at $1.05.

Adjusted net income rose $5.3 million, or 3.1%, to $177.0 million. Adjusted EPS rose 2.9% to $1.43 in nine months 2012.

See Table 14 titled “Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Adjusted EBITDA – See Table 13

Adjusted EBITDA, which excludes income taxes, other net expense and income, depreciation, amortization, non-recurring stock-based compensation, restructuring costs, and the lease exit charge, was $317.9 million, up $2.8 million, or 0.9%, from nine months 2011. Adjusted EBITDA margin fell to 45.2% from 46.7%.

By segment, Adjusted EBITDA for the Performance and Risk segment increased $6.6 million, or 2.3%, to $297.1 million from nine months 2011. The Adjusted EBITDA margin for the Performance and Risk segment declined to 48.6% from 49.8% in nine months 2011. Adjusted EBITDA for the Governance segment declined $3.8 million, or 15.6%, to $20.8 million in nine months 2012. The Adjusted EBITDA margin for the Governance segment was 22.6%, down from 27.0% in nine months 2011.

See Table 13 titled “Reconciliation of Adjusted EBITDA to Net Income” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Key Operating Metrics – See Tables 10, 11, 12

Total run rate grew by $38.8 million, or 4.4%, to $915.0 million as of September 30, 2012 versus September 30, 2011. Subscription run rate, which excludes the impact of asset-based fees, grew by $42.2 million, or 5.6%, to $800.4 million. Asset-based fee run rate declined by $3.4 million, or 2.8%, to $114.6 million. The decline in asset-based fee run rate was driven by the decision by Vanguard to switch the indices for 22 of its ETFs, the impact of which lowered run rate by $24.4 million at September 30, 2012. Excluding the impact of the Vanguard indices being switched, total run rate grew by $55.9 million, or 6.5%, and asset-based fee run rate grew by $13.7 million, or 13.6%.

At the end of third quarter 2012, assets under management (“AUM”) in ETFs linked to MSCI indices were $363.7 billion, up $73.6 billion, or 25.4%, from the end of third quarter 2011 and up $36.3 billion, or 11.1%, from the end of second quarter 2012. Excluding AUM in Vanguard ETFs due to be switched, AUM in MSCI-linked ETFs was $232.5 billion, up from $198.1 billion at the end of third quarter 2011 and $210.1 billion as of June 30, 2012. ETFs linked to MSCI indices attracted net inflows of $15.2 billion in third quarter 2012, including $7.6 billion in the Vanguard ETFs.

As of September 30, 2012, 39.4% of assets under management in ETFs linked to MSCI indices were linked to emerging markets indices, 32.5% were linked to other developed markets outside the United States, 25.0% were linked to U.S. market indices and 3.1% were linked to other global indices.

Acquisition of IPD Group

On October 31, 2012, MSCI announced that its subsidiary, MSCI Limited, entered into a definitive agreement to acquire IPD Group Limited ("IPD"), a holding company for the IPD Group, for a purchase price¹ of approximately $125 million¹ (£78 million), funded through existing cash. IPD is a leading provider of real estate investment performance benchmarking, performance analysis, market indices, risk management tools and market research to the owners, institutional investors, managers, lenders on, and occupiers of, real estate. For the year ended December 31, 2011 and the six month period ended June 30, 2012, IPD had U.S. dollar equivalent revenues² of $47.7 million² (£29.7 million) and $26.4 million² (£16.7 million), respectively. The acquisition is not expected to have a material impact on MSCI’s results of operations in fiscal year 2012. The transaction is subject to customary closing conditions for transactions of this nature and is expected to close during the fourth quarter of 2012.

¹ Purchase price shown in U.S. dollars assumes a GBP / USD exchange rate of 1.60. Purchase price excludes certain employee retention payments and expenses.

² Revenues shown in U.S. dollars based on average exchange rates over the applicable periods.

Conference Call Information

Investors will have the opportunity to listen to MSCI Inc.'s senior management review third quarter 2012 results on Tuesday, November 6, 2012 at 11:00 am Eastern Time. To listen to the live event, visit the investor relations section of MSCI's website, http://ir.msci.com/events.cfm, or dial 1-877-312-9206 within the United States. International callers dial 1-408-774-4001.

An audio recording of the conference call will be available on our website approximately two hours after the conclusion of the live event and will be accessible through November 8, 2012. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-855-859-2056 (passcode: 43175268) within the United States. International callers dial 1-404-537-3406 (passcode: 43175268).

About MSCI Inc.

MSCI Inc. is a leading provider of investment decision support tools to investors globally, including asset managers, banks, hedge funds and pension funds. MSCI products and services include indices, portfolio risk and performance analytics, and governance tools.

The company’s flagship product offerings are: the MSCI indices with approximately USD 7 trillion estimated to be benchmarked to them on a worldwide basis¹; Barra multi-asset class factor models, portfolio risk and performance analytics; RiskMetrics multi-asset class market and credit risk analytics; ISS governance research and outsourced proxy voting and reporting services; and FEA valuation models and risk management software for the energy and commodities markets. MSCI is headquartered in New York, with research and commercial offices around the world. MSCI#IR

¹As of March 31, 2012, based on eVestment, Lipper and Bloomberg data.

For further information on MSCI Inc. or our products please visit www.msci.com.

Forward-Looking Statements

This earnings release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," or "continue", or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance, or achievements.

Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and filed with the Securities and Exchange Commission (SEC) on February 29, 2012, and in quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement in this release reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.

Notes Regarding the Use of Non-GAAP Financial Measures

MSCI has presented supplemental non-GAAP financial measures as part of this earnings release. A reconciliation is provided that reconciles each non-GAAP financial measure with the most comparable GAAP measure. The presentation of non-GAAP financial measures should not be considered as alternative measures for the most directly comparable GAAP financial measures. These measures are used by management to monitor the financial performance of the business, inform business decision making and forecast future results.

Adjusted EBITDA is defined as net income before provision for income taxes, other net expense and income, depreciation and amortization, non-recurring stock-based compensation expense, the lease exit charge and restructuring costs.

Adjusted net income and Adjusted EPS are defined as net income and EPS, respectively, before provision for non-recurring stock-based compensation expenses, amortization of intangible assets, lease exit charge, restructuring costs and the accelerated amortization or write off of deferred financing and debt discount costs as a result of debt repayment (debt repayment and refinancing expenses), as well as for any related tax effects.

We believe that adjustments related to the lease exit charge, restructuring costs and debt repayment and refinancing expenses are useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for non-recurring stock-based compensation expenses, debt repayment and refinancing expenses and depreciation and amortization may help investors compare our performance to that of other companies in our industry as we do not believe that other companies in our industry have as significant a portion of their operating expenses represented by these items. We believe that the non-GAAP financial measures presented in this earnings release facilitate meaningful period-to-period comparisons and provide a baseline for the evaluation of future results.

Adjusted EBITDA, Adjusted net income and Adjusted EPS are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.

Table 2: MSCI Inc. Consolidated Statement of Income (unaudited)

Table 3: MSCI Inc. Selected Balance Sheet Items (unaudited)

Table 4: Quarterly Operating Revenues by Product Category and Revenue Type (unaudited)

Table 5: Nine Months Operating Revenues by Product Category and Revenue Type (unaudited)

Table 6: Quarterly Operating Expense Detail (unaudited)

Table 7: Nine Months Operating Expense Detail (unaudited)

Table 8: Summary Quarterly Segment Information (unaudited)

Table 9: Summary Nine Months Segment Information (unaudited)

Table 10: Key Operating Metrics

Table 11: ETF Assets Linked to MSCI Indices¹ (unaudited)

Table 12: Supplemental Operating Metrics

Table 13: Reconciliation of Adjusted EBITDA to Net Income (unaudited)

Table 14: Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited)

CONTACT:
MSCI Inc. Contact:
MSCI, New York
Edings Thibault, + 1.212.804.5273
or
For media inquiries please contact:
Abernathy MacGregor, New York
Patrick Clifford | Nick Connors, + 1.212.371.5999
or
MHP Communications, London
Sally Todd | Jennifer Spivey, + 44.20.3128.8100

Exhibit 99.2

November 6, 2012 Third Quarter 2012 Earnings Presentation Forward‐Looking Statements – Safe Harbor Statement

This presentation may contain forward‐looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on forward‐looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance or achievements. For a discussion of risk and uncertainties that could materially affect actual results, levels of activity, performance or achievements, please see the Company’s Annual Report on Form 10‐K for the fiscal year ended December 31, 2011 and its other reports filed with the SEC. The forward‐looking statements included in this presentation represent the Company’s view as of the date of the presentation. The Company assumes no obligation to publicly update or revise these forward‐looking statements for any reason, whether as a result of new information, future events, or otherwise. Percentage changes and totals in this Presentation may not sum due to rounding. Percentage changes are referenced to the comparable period in 2011, unless otherwise noted. Total sales equals recurring subscription sales and non‐recurring salesis presentatio

Summary of Third Quarter 2012 Financial Results Operating revenues increased 4.6% to $235.4 million in third quarter 2012 Net income declined by 3.0% to $48.3 million in third quarter 2012 Adjusted EBITDA1 grew by 4.3% to $108.1 million in third quarter 2012 Third quarter 2012 Adjusted EBITDA1 margin was stable at 45.9% Diluted EPS for third quarter 2012 fell 2.5% to $0.39 Third quarter 2012 Adjusted EPS2 was unchanged at $0.49 (1) Net income before provision for income taxes, depreciation and amortization, other net expense and income, the lease exit charge, non‐recurring stock‐based compensation and restructuring costs. Please see pages 17‐19 for reconciliation.(2) For the purposes of calculating Adjusted EPS, the after‐tax impact of the lease exit charge, non‐recurring stock‐based compensation, amortization of intangible assets, debt repayment and refinancing expenses and restructuring costs are excluded from the calculation of EPS. Please see pages 17‐19 for reconciliation.

Breakdown of Q3’11 vs Q3’12 Revenue Growth By Product Line By Revenue Type $225.0 $235.4 $6.6 $3.1 ($1.1) $0.5 $1.3 $210 $220 $230 $240 $250 Q3'11 revenue I & E RMA PMA E&CA Gov Q3'12 revenue $225.0 $235.4 $13.9 $210 $220 $230 $240 $250 Q3'11 revenue Subscription revenue Asset‐based fees Non‐recurring revenue Q3'12 revenue ($2.5) ($1.0)

(Dollars in millions) $758 $800 $118 $115 $550 $650 $750 $850 $950 Q3 2011 Q3 2012 ABF Subscription ABF RR Growth: ‐3% Subscription RR Growth: 6% Summary of Third Quarter 2012 Operating Results Total YoY Run Rate Growth of 4% Total Sales1 and Retention Q3’12 run rate (RR) grew YoY by 4% to $915 million Subscription run rate grew by 6% Asset‐based fee (ABF) run rate fell by 3%, driven by lower run rate from Vanguard ETFs Total sales1 of $31 million in Q3’12 ‐ down 19% from Q3’11 Q3’12 recurring subscription sales of $27 million down 14% from Q3’11 Retention rates at 90% for Q3’12 % of employees in EMCs up to 44% from 42% in Q2’12 and 38% in Q3’11 (1) Includes recurring subscription sales and non‐recurring sales

(Dollars in millions) Index and ESG Products Index and ESG Run Rate and Revenue Highlights: Q3’12 run rate grew by 6% YoY to $407 million Subscription run rate grew by 11% Asset‐based fee run rate declined by 3% YoY and by 11% sequentially, reflecting the removal of the anguard run rate Total sales of $13 million in Q3’12 Retention rate was 94% Index and ESG Sales and Retention $383 $101 $407 $108 $‐ $50 $100 $150 $200 $250 $300 $350 $400 $450 Run Rate Revenues  Q3'11 Q3'12

(Dollars in millions) $265 $66 $293 $74 $‐ $100 $200 $300 $400 Run Rate Revenues Q3'11 Q3'12 Index and ESG Subscription Index and ESG Subscription Run Rate and Subscription Revenue Highlights: Q3’12 run rate grew by 11% YoY to $293 million Total sales were $12 million in Q3’12 ESG products sales increased Benchmark sales fueled by sales of emerging market and developed market modules Launched economic exposure indices  Index and ESG Subscription Sales and Retention Q3'11 Q3'12 Diff. YTD'11 YTD'12 Diff. Total Sales 13 $ 12 $ ‐7% 47 $ 40 $ ‐14% Agg. Retention 95% 94% ‐1% 94% 94% 0%

(Dollars in millions) 15 22 7 14 0 1 15 0 15.2 $291 $333 $350 $361 $290 $302 $355 $327 $364 $0B $5B $10B $15B $20B $25B $0 $50 $100 $150 $200 $250 $300 $350 $400 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Q3'12 Cash Inflows ETF AUM MSCI‐linked ETFs Total AUM Linked to MSCI Indices of $364bn Source: Bloomberg MSCI‐Linked ETF AUM by Market Exposure Highlights: Total ABF Run Rate declined by 3% YoYand 11% sequentially to $115 million on the back of the Vanguard loss Total AUM increased by 25% YoY and by 11% sequentially to $364 billion at the end of Q3’12 Total AUM was $233 billion ex‐Vanguard Net cash inflows of $15 billion in Q3’12 to MSCI‐linked ETFs Average basis point fee excludingVanguard was 3.7 basis points AUM ($ in billions)

Risk Management Analytics Run Rate and Revenue Highlights: Q3’12 run rate grew by 4% YoY to $262 million Total sales of $9 million in Q3’12 Stronger sales to asset managers were offset by declines in sales to other client types Consolidation among European asset managers negatively affected cancels Retention rates at 89% for Q3’12 and 91% for YTD’12 Risk Management Analytics Sales and Retention $252 $62 $262 $65 $‐ $100 $200 $300 $400 Run Rate Revenues Q3'11 Q3'12 Q3'11 Q3'12 Diff. YTD'11 YTD'12 Diff. Total Sales 13 $ 9 $ ‐26% 35 $ 30 $ ‐12% Agg. Retention 92% 89% ‐4% 93% 91% ‐2%

(Dollars in millions) Portfolio Management Analytics Portfolio Management Analytics Run Rate and Revenue Highlights: Q3’12 run rate declined by 3% YoY to $116 million New European market stochastic model released in Q3 Total sales of $3 million in Q3’12 Selling environment remains competitive New products driving increasing percentage of total sales Retention rates dipped to 85% in Q3’12 Portfolio Management Analytics Sales and Retention $119 $30 $116 $29 $‐ $50 $100 $150 $200 Run Rate Revenues Q3'11 Q3'12 Q3'11 Q3'12 Diff. YTD'11 YTD'12 Diff. Total Sales 4 $ 3 $ ‐37% 12 $ 10 $ ‐20% Agg. Retention 87% 85% ‐2% 89% 87% ‐2%

(Dollars in millions) Governance Governance Run Rate and Revenue Highlights: Q3’12 run rate grew by 8% YoY to $116 million Total sales for Q3’12 were $6 million Sales of executive compensation data and analytics tool remain strong but at seasonal low Institutional proxy research and voting sales steady despite competitive market Retention rates increased to a very strong 91% for Q3’12 and YTD’12 11 Governance Sales and Retention $107 $29 $116 $30 $‐ $50 $100 $150 $200 Run Rate Revenues Q3'11 Q3'12 Q3'11 Q3'12 Diff. YTD'11 YTD'12 Diff. Total Sales 7 $ 6 $ ‐11% 24 $ 24 $ ‐1% Agg. Retention 86% 91% 5% 87% 91% 4%

(Dollars in millions) Compensation and Non‐Compensation EBITDA Expense Comp and Non‐Comp Expenses1,2 +9% (Dollars in millions) (1)Compensation expense excludes non‐recurring stock‐based compensation. Please see pages 17‐19 for reconciliation to operating expenses. (2) Non‐compensation excludes the lease exit charge, depreciation, amortization and restructuring costs. Please see pages 17‐19 for reconciliation to operating expenses. ‐4% Comp1 and Non‐comp expenses2 increased 5% to $127 million Compensation expense rose 9% 9% increase in average headcount vs. Q3’11 Shift from 38% of employee base in EMCs in Q3’11 to 44% in Q3’12 Severance costs of $4 million included in compensation expenses Non‐compensation costs down 4% as a result of strong expense management

Summary of Profitability Metrics: Net Income, EPS and Adjusted EBITDA1 $ per share ‐3% 0% Diluted and Adjusted2 EPS Net Income fell 3% Q3’11 benefited from non‐recurring tax benefit of $4.2 million Interest expense declined $6 million Adjusted EBITDA1 was $108 million Diluted EPS declined 1 cent to $0.39 Adjusted EPS2 was flat at $0.49 Net Income and Adj. EBITDA1 ‐3% +4% (1) Net income before provision for income taxes, depreciation and amortization, other net expense and income, the lease exit charge, non‐recurring stock‐based compensation and restructuring costs. Please see pages 17‐19 for reconciliation. (2) For the purpose of calculating Adjusted EPS, the after‐tax impact of the lease exit charge, non‐recurring stock‐based compensation, amortization of intangible assets, debt repayment expenses and restructuring costs are excluded from the calculation of EPS; see pages 17‐19 for reconciliation. $ in millions

September 30, December 31, In thousands 2012 2011 Cash and cash equivalents 340,458 $ 252,211 $ Short-term investments 93,885 140,490 Trade receivables, net of allowances 124,309 180,566 Deferred revenue 323,503 $ 289,217 $ Current maturities of long-term debt 43,082 10,339 Long-term debt, net of current maturities 822,401 1,066,548 As of 14 $865M Summary Balance Sheet  $434M Total Cash & Investments Total Debt

IPD Company Overview and Financial Highlights 15 IPD Highlights: Complementary Clients: Complementary Products: Complementary Footprint: Founded in 1985 Headquartered in London with ~320 employees globally Database covering over 60,000 properties valued at nearly $2 trillion Investment managers and insurance, pension and private investment companies; governments, banks, industrials and retailers; consultants, advisors, researchers, universities, central banks, investment banks, clearing banks and stockbrokers Investment performance benchmarking, performance analysis, market indices, risk management tools and market research for real estate  Real estate coverage in 5 continents and 20 markets, measuring 1,500 funds globally IPD Group Ltd. (“IPD”) Overview Financial Highlights ($mm) (£mm) Purchase Price1: $124.6 £77.9 Summary Financials: 2011 Revenues2: 47.7 29.7 June 2012 YTD Revenues2: 26.4 16.7 Purchase Price Financing: 100% from existing cash Expected Closing: Fourth Quarter 2012 Notes: 1 Purchase price shown in U.S. dollars assumes a GBP / USD exchange rate of 1.60. Purchase price excludes certain employee retention payments and expenses. 2 Revenues shown in U.S. dollars based on average exchange rates over the applicable periods.

Use of Non‐GAAP Financial Measures MSCI has presented supplemental non‐GAAP financial measures as part of this presentation. A reconciliation is provided that reconciles each non‐GAAP financial measure with the most comparable GAAP measure. The presentation of non‐GAAP financial measures should not be considered as alternative measures for the most directly comparable GAAP financial measures. These measures are used by management to monitor the financial performance of the business, inform business decision making and forecast future results. Adjusted EBITDA is defined as net income before provision for income taxes, other net expense and income, depreciation and amortization, the lease exit charge, non‐recurring stock‐based compensation expense and restructuring costs. Adjusted Net Income and Adjusted EPS are defined as net income and EPS, respectively, before provision for the lease exit charge, nonrecurring stock‐based compensation expenses, amortization of intangible assets, restructuring costs and the accelerated amortization or write off of deferred financing and debt discount costs as a result of debt repayment (debt repayment and refinancing expenses), as well as for any related tax effects. We believe that adjustments related to the lease exit charge, restructuring costs and debt repayment and refinancing expenses are useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for non‐recurring stock‐based compensation expenses, debt repayment and refinancing expenses and depreciation and amortization may help investors compare our performance to that of other companies in our industry as we do not believe that other companies in our industry have as significant a portion of their operating expenses represented by these items. We believe that the non‐GAAP financial measures presented in this earnings release facilitate meaningful period‐to‐period comparisons and provide a baseline for the evaluation of future results. Adjusted EBITDA, Adjusted net income and Adjusted EPS are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies.

Reconciliation of Adjusted Net Income and Adjusted EPS (Dollars in thousands, except per share figures) September 30, September 30, June 30, September 30, September 30, In thousands 2012 2011 2012 2012 2011 GAAP - Net Income 48,274 $ 49,787 $ 37,546 $ 129,786 $ 128,968 $ Plus: Non-recurring stock-based compensation 626 1,290 192 1,400 6,775 Plus: Amortization of intangible assets 15,959 16,422 15,959 47,877 49,537 Plus: Debt repayment and refinancing expenses - - 20,639 20,639 6,404 Plus: Lease exit charge 3,327 - - 3,327 - Plus: Restructuring costs - (1,002) (22) (51) 3,469 Less: Income tax effect (7,280) (5,585) (12,775) (25,954) (23,450) Adjusted net income 60,906 $ 60,912 $ 61,539 $ 177,024 $ 171,703 $ GAAP - EPS 0.39 $ 0.40 $ 0.30 $ 1.05 $ 1.05 $ Plus: Non-recurring stock-based compensation 0.01 $ 0.01 $ - $ 0.01 $ 0.05 $ Plus: Amortization of intangible assets 0.13 $ 0.13 $ 0.13 $ 0.39 $ 0.40 $ Plus: Debt repayment and refinancing expenses - $ - $ 0.17 $ 0.17 $ 0.05 Plus: Lease exit charge 0.03 $ - $ - $ 0.03 $ - $ Plus: Restructuring costs - $ (0.01) $ - $ (0.00) $ 0.03 $ Less: Income tax effect (0.07) $ (0.04) $ (0.10) $ (0.22) $ (0.19) $ Adjusted EPS 0.49 $ 0.49 $ 0.50 $ 1.43 $ 1.39 $ Three Months Ended Nine Months Ended Reconciliation of Adjusted EBITDA to Net Income

(Dollars in thousands) In thousands Performance and Risk Governance Total Performance and Risk Governance Total Net Income 48,274 $ 49,787 $ Plus: Provision for income taxes 27,320 20,512 Plus: Other expense (income), net 7,935 11,946 Operating income 80,472 $ 3,057 $ 83,529 $ 78,957 $ 3,288 $ 82,245 $ Plus: Non-recurring stock-based compensation 572 54 626 1,246 44 1,290 Plus: Depreciation and amortization 3,755 878 4,633 3,529 1,140 4,669 Plus: Amortization of intangible assets 12,638 3,321 15,959 13,072 3,350 16,422 Plus: Lease exit charge 2,925 402 3,327 - - - Plus: Restructuring costs - - - (818) (184) (1,002) Adjusted EBITDA 100,362 $ 7,712 $ 108,074 $ 95,986 $ 7,638 $ 103,624 $ In thousands Performance and Risk Governance Total Performance and Risk Governance Total Net Income 129,786 $ 128,968 $ Plus: Provision for income taxes 71,308 64,317 Plus: Other expense (income), net 50,535 47,080 Operating income 243,927 $ 7,702 $ 251,629 $ 231,458 $ 8,907 $ 240,365 $ Plus: Non-recurring stock-based compensation 1,269 131 1,400 6,432 343 6,775 Plus: Depreciation and amortization 11,137 2,574 13,711 11,549 3,398 14,947 Plus: Amortization of intangible assets 37,916 9,961 47,877 39,487 10,050 49,537 Plus: Lease exit charge 2,925 402 3,327 - - - Plus: Restructuring costs (32) (19) (51) 1,570 1,899 3,469 Adjusted EBITDA 297,142 $ 20,751 $ 317,893 $ 290,496 $ 24,597 $ 315,093 $ Three Months Ended September 30, 2012 Three Months Ended September 30, 2011 Nine Months Ended September 30, 2012 Nine Months Ended September 30, 2011

Reconciliation of Operating Expenses (Dollars in thousands) September 30, September 30, June 30, September 30, June 30, In thousands 2012 2011 2012 2011 2012 Cost of services Compensation 50,111 $ 50,114 $ 55,492 $ (0.0%) (9.7%) Non-recurring stock based compensation 267 470 94 (43.2%) 184.0% Total compensation 50,378 $ 50,584 $ 55,586 $ (0.4%) (9.4%) Non-compensation 16,448 18,384 17,657 (10.5%) (6.8%) Lease exit charge1 1,524 - - n/m n/m Total non-compensation 17,972 18,384 17,657 (2.2%) 1.8% Total cost of services 68,350 $ 68,968 $ 73,243 $ (0.9%) (6.7%) Selling, general and administrative Compensation 42,296 $ 34,874 $ 38,025 $ 21.3% 11.2% Non-recurring stock based compensation 359 820 98 (56.2%) 266.3% Total compensation 42,655 $ 35,694 $ 38,123 $ 19.5% 11.9% Non-compensation 18,515 18,030 19,479 2.7% (4.9%) Lease exit charge1 1,803 - - n/m n/m Total non-compensation 20,318 18,030 19,479 12.7% 4.3% Total selling, general and administrative 62,973 $ 53,724 $ 57,602 $ 17.2% 9.3% Restructuring costs - (1,002) (22) n/m n/m Amortization of intangibles 15,959 16,422 15,959 (2.8%) 0.0% Depreciation and amortization 4,633 4,669 4,662 (0.8%) (0.6%) Total operating expenses 151,915 $ 142,781 $ 151,444 $ 6.4% 0.3% Compensation 92,407 $ 84,988 $ 93,517 $ 8.7% (1.2%) Non-recurring stock-based compensation 626 1,290 192 (51.5%) 226.0% Non-compensation expenses 34,963 36,414 37,136 (4.0%) (5.9%) Lease exit charge1 3,327 - - n/m n/m Restructuring costs - (1,002) (22) n/m n/m Amortization of intangibles 15,959 16,422 15,959 (2.8%) 0.0% Depreciation and amortization 4,633 4,669 4,662 (0.8%) (0.6%) Total operating expenses 151,915 $ 142,781 $ 151,444 $ 6.4% 0.3% Three Months Ended % Change from 1The third quarter 2012 included $3.3 million associated with a lease exit charge resulting from the consolidation of our New York offices.