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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): April 30, 2014


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 April 30, 2014, MSCI Inc. (the “Registrant”) released financial information with respect to its first quarter ended March 31, 2014.  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 Wednesday, April 30, 2014 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 First Quarter 2014 Financial Results

NEW YORK--(BUSINESS WIRE)--April 30, 2014--MSCI Inc. (NYSE:MSCI), a leading global provider of investment decision support tools, including indexes and portfolio risk and performance analytics products and services, today announced results for the first quarter ended March 31, 2014. Due to the announced sale of Institutional Shareholder Services Inc. (“ISS”), results of the former Governance business are now reflected as discontinued operations in the financial statements of MSCI in the current quarter and for prior periods. The operating metrics for prior periods have also been updated to exclude the Governance business.

(Note: Percentage changes are referenced to the comparable period in 2013, unless otherwise noted.)

• Operating revenues increased 9.2% to $239.7 million for first quarter 2014.
• Income from continuing operations declined 11.0% to $47.1 million for first quarter 2014. Diluted EPS from continuing operations for first quarter 2014 declined 7.0% to $0.40.
• Adjusted EBITDA¹ fell 2.1% to $96.6 million for first quarter 2014. Adjusted EPS² decreased 8.0% to $0.46 for first quarter 2014, reflecting only the results of continuing operations.
• Net income rose 36.4% to $80.4 million for first quarter 2014. Net income included an income tax benefit of $30.6 million related to our decision to sell ISS. Diluted EPS for first quarter 2014 was $0.68.
• Run Rate grew 9.5% to $955.3 million for first quarter 2014, driven by subscription growth of 7.5% and asset-based fee growth of 20.6%.
• MSCI repurchased a total of 1.7 million shares as part of the February 2014 $100 million accelerated share repurchase program.

“MSCI had a strong start to 2014. Our Run Rate grew by 9.5% in the first quarter, driven by the investments we have been making and a modest improvement in our operating environment,” Henry A. Fernandez, Chairman and CEO, said.

“With the sale of ISS, MSCI will be even more focused on providing mission-critical tools that shed light on the performance and risk of our clients’ portfolios across all major asset classes,” he added. “We believe the role that our tools play in our clients’ investment process will only become more important as the investment industry continues to evolve. In order to maximize that importance, we are making targeted investments in our product development, sales and marketing, and client service functions. While these investments are reducing our margins in 2014, we expect that they will lead to further acceleration in our revenue growth over the next several years,” Mr. Fernandez concluded.

Summary of Results for First Quarter 2014 Compared to First Quarter 2013

Operating Revenues – See Table 4

Operating revenues for the three months ended March 31, 2014 (“first quarter 2014”) increased $20.2 million, or 9.2%, to $239.7 million compared to $219.5 million for the three months ended March 31, 2013 (“first quarter 2013”). First quarter 2014 recurring subscription revenues rose $15.3 million, or 8.5%, to $195.0 million, asset-based fees increased $4.4 million, or 12.0%, to $40.9 million and non-recurring revenues rose $0.5 million to $3.8 million.

• Index and ESG products: Index and ESG product revenues increased $16.8 million, or 13.9%, to $138.2 million. Subscription revenues grew by $12.5 million, or 14.7%, to $97.3 million, driven by growth in revenues from equity index benchmark products. Revenues also benefited from the timing of revenue recognition related to IPD products, which contributed to an increase in revenues of $5.2 million relative to first quarter 2013.
  
  Revenues attributable to equity index asset-based fees rose $4.4 million, or 12.0%, to $40.9 million driven by an increase in licensing revenues from non-ETF passive funds and ETFs linked to MSCI indexes. A change in the mix of ETFs linked to MSCI indexes more than offset a decline of $38.2 billion, or 10.4%, in average assets under management (“AUM”) in ETFs linked to MSCI indexes. Excluding the $2.5 million in asset-based fees linked to certain Vanguard ETFs that transitioned during first quarter 2013, asset-based fees would have grown by 20.3%.

• Risk management analytics: Revenues related to risk management analytics products, which now include revenues previously reported separately as energy and commodity analytics products, increased $5.2 million, or 7.3%, to $75.6 million, driven by higher revenues from the RiskManager and BarraOne products. Results also benefited from one additional month of revenues from InvestorForce totaling $0.9 million, which was acquired on January 29, 2013.
• Portfolio management analytics: Revenues related to portfolio management analytics products declined $1.8 million, or 6.4%, to $25.9 million as a result of lower sales of equity analytics products in prior periods as well as lower fixed income analytics revenues.

Operating Expenses – See Table 5

Total operating expenses from continuing operations rose $23.6 million, or 17.3%, to $160.2 million from first quarter 2013 reflecting increases in product development, sales and marketing, client service and corporate infrastructure.

• Compensation costs: Total compensation costs rose $12.7 million, or 14.1%, to $102.4 million for first quarter 2014, driven by an increase in overall headcount of 17.5%. Employees located in emerging market centers represent 47.1% of the workforce, up from 40.4% at the end of first quarter 2013.
• Non-compensation costs excluding depreciation and amortization: Non-compensation costs rose $9.6 million, or 30.9%, to $40.7 million for first quarter 2014 reflecting increases in professional services, information technology, occupancy, market data fees, marketing and recruiting costs, among other items.
• Depreciation and amortization: Amortization of intangible assets totaled $11.3 million for first quarter 2014, an increase of 0.9% compared to first quarter 2013. Depreciation and amortization of property, equipment and leasehold improvements rose $1.2 million, or 26.8%, to $5.8 million, primarily reflecting higher depreciation associated with investments in our information technology infrastructure.

Other Expense (Income), Net

Other expense (income), net for first quarter 2014 was $6.0 million, a decline of $2.7 million from first quarter 2013, driven primarily by lower interest expense associated with lower interest rates and indebtedness.

Provision for Income Taxes

The provision for income taxes was $26.4 million for first quarter 2014, up $5.2 million, or 24.3%, from first quarter 2013. The effective tax rate for first quarter 2014 was 35.9% versus 28.6% a year ago. First quarter 2013 income tax expense benefited from discrete items of $3.9 million, which were primarily related to a reduction in state taxes and the reinstatement of the 2012 research and development credit. In addition, the current period reflects a higher rate largely associated with the impact of the research and development credit, which has not been renewed in 2014.

Income and Earnings per Share from Continuing Operations – See Table 10

Income from continuing operations fell $5.8 million, or 11.0%, to $47.1 million for first quarter 2014. Diluted EPS from continuing operations was $0.40, down $0.03, or 7.0%, as a 2.6% decline in weighted average shares outstanding partially offset the impact of lower income. Adjusted Net Income, which excludes the after-tax impact of discontinued operations and amortization of intangible assets, fell $6.6 million, or 10.8%, to $54.4 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of discontinued operations and the amortization of intangible assets, fell $0.04, or 8.0%, to $0.46.

See Table 10 titled “Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Adjusted EBITDA – See Table 9

Adjusted EBITDA, which excludes income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization was $96.6 million, down $2.1 million, or 2.1%, from first quarter 2013. The Adjusted EBITDA margin declined to 40.3% from 45.0%.

See Table 9 titled “Reconciliation of Adjusted EBITDA to Net Income (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Sale of ISS and Discontinued Operations

On March 18, 2014, MSCI announced that it entered into a definitive agreement to sell ISS to Vestar Capital Partners for cash consideration of $364.0 million, subject to working capital adjustments. The ISS business, previously referred to as the Governance segment but excluding the impact of stranded allocated costs, is reflected as discontinued operations in MSCI’s financial statements. Prior periods have been updated to reflect this categorization. Income from discontinued operations, net of income taxes, was $33.3 million for first quarter 2014. This compares with income from discontinued operations, net of income taxes of $6.0 million for first quarter 2013. First quarter 2014 income included an income tax benefit of $30.6 million associated with the creation of a net deferred tax asset on the difference between MSCI’s tax and book basis in ISS. That tax asset is expected to be realized in the second quarter of 2014 upon the closing of the sale. MSCI does not expect to incur a cash tax liability on the proceeds from the sale.

Net Income and Earnings per Share

Net income was $80.4 million for first quarter 2014, up 36.4% from $58.9 million from first quarter 2013. Diluted EPS was $0.68 for first quarter, up from $0.48 from first quarter 2013. The increase was driven by the income tax benefit associated with discontinued operations as previously discussed.

Share Repurchase Activity

MSCI entered into a third ASR agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) on February 6, 2014. Under this ASR agreement, MSCI paid Morgan Stanley $100.0 million in cash and received a delivery of 1.7 million shares of its common stock on February 7, 2014. Additional shares may be delivered to MSCI at or prior to maturity of the ASR agreement in May 2014.

On February 4, 2014, MSCI’s Board of Directors authorized the repurchase of up to $300.0 million of additional shares. The $300.0 million authorization will be available for utilization from time to time at management’s discretion.

Key Operating Metrics – See Tables 6, 7, 8

Total Run Rate grew by $83.2 million, or 9.5%, to $955.3 million as of March 31, 2014 compared to March 31, 2013. Total subscription Run Rate grew by $55.5 million, or 7.5%, to $793.4 million as of March 31, 2014 compared to March 31, 2013. Changes in foreign currency rates had only a nominal impact on the change in total Run Rate during first quarter 2014 and increased Run Rate by $5.5 million versus March 31, 2013.

• Index and ESG products: Index and ESG subscription Run Rate grew by $38.1 million, or 11.1%, to $382.4 million, driven primarily by growth in equity index benchmark and data products aided by strong growth in IPD and ESG products.
  
  Run Rate attributable to asset-based fees rose $27.7 million, or 20.6%, to $161.9 million. The increase was primarily driven by inflows and higher market performance in ETFs linked to MSCI indexes. The first quarter 2013 asset-based fee Run Rate excludes those Vanguard ETFs that later switched benchmarks.
  
  As of March 31, 2014, AUM in ETFs linked to MSCI indexes were $340.8 billion, down $16.5 billion, or 4.6%, from March 31, 2013 but up $7.9 billion, or 2.4%, from December 31, 2013. Of that $7.9 billion sequential increase, net inflows added $6.6 billion and market gains accounted for $1.3 billion.
  
  If the AUM in those Vanguard ETFs which transitioned earlier in 2013 were excluded from the March 31, 2013 balance, AUM in MSCI-linked ETFs would have risen $55.4 billion, or 19.4%, compared to March 31, 2013.

• Risk management analytics: Risk management analytics Run Rate now includes Run Rate previously reported separately as energy and commodity analytics products. Risk management analytics Run Rate increased $19.9 million, or 6.9%, to $307.5 million, driven by strong growth from RiskManager products. Changes in foreign currency positively benefited Run Rate by $3.5 million versus first quarter 2013 and by $0.1 million versus fourth quarter 2013.
• Portfolio management analytics: Run Rate related to portfolio management analytics products declined $2.6 million, or 2.4%, to $103.5 million. Relative to fourth quarter 2013, portfolio management analytics Run Rate increased slightly, as an increase in retention rates more than offset the impact of lower sales.

Conference Call Information

Investors will have the opportunity to listen to MSCI Inc.’s senior management review first quarter and full year 2014 results on Wednesday, April 30, 2014 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 May 2, 2014. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-800-585-8367 (passcode: 31423282) within the United States. International callers dial 1-404-537-3406 (passcode: 31423282).

About MSCI

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.

For equity investors, MSCI’s flagship performance and risk tools include: the MSCI indexes with approximately $8 trillion estimated to be benchmarked to them on a worldwide basis¹; Barra factor models, portfolio risk and performance analytics; and ESG (environmental, social and governance) Research screening, analysis and ratings. MSCI is also a leading provider of multi-asset class risk management tools including RiskMetrics multi-asset class market and credit risk analytics; Barra multi-asset class factor models, portfolio risk and performance analytics. MSCI also provides IPD real estate information, indexes and analytics for investors in and managers of commercial real estate. MSCI also offers 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 September 30, 2013, as reported on January 31, 2014 by eVestment, Lipper and Bloomberg

For further information on MSCI, please visit our website at www.msci.com.

Forward-Looking Statements

This earnings release may contain 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, 2013 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2014, and in quarterly reports on Form 10-Q and current reports on Form 8-K filed with the SEC, and may also include the risks and uncertainties associated with a failure to consummate or a delay in the consummation of the proposed ISS transaction, including as a result of a failure to satisfy the conditions to closing in a timely manner or at all. If any of these risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI 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, except as required by law.

Website and Social Media Disclosure

MSCI uses its website and corporate Twitter account (@MSCI_Inc) as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about MSCI when you enroll your email address by visiting the “Email Alert Subscription” section at http://ir.msci.com/alerts.cfm. The contents of MSCI’s website and social media channels are not, however, incorporated by reference into this earnings release.

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 income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization.

Adjusted Net Income and Adjusted EPS are defined as net income and EPS, respectively, before income from discontinued operations, net of income taxes, and the after-tax impact of the provision for amortization of intangible assets and debt repayment and refinancing costs.

We believe that adjusting for debt repayment and refinancing expenses is useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for 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 of a portion of their operating expenses represented by these items. Finally, we believe that adjusting for discontinued operations, net of income tax, provides investors with a meaningful trend of results for our continuing operations. 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.

CONTACT:
MSCI, New York
W. Edings Thibault, + 1-212-804-5273
or
Media Inquiries:
MSCI, London
Jo Morgan, + 44-20-7618-2224
or
MSCI, New York
Kristin Meza, + 1-212-804-5330
or
MHP Communications, London
Sally Todd / Christian Pickel, + 44-20-3128-8100

Exhibit 99.2

com msci.com First Quarter 2014 Earnings Presentation April 30, 2014 MSCI We power investors globally with objective insight

©2014 MSCI Inc. All rights reserved. msci.com 2 msci.com Forward‐Looking Statements and Other Information �� Forward‐Looking Statements – Safe Harbor Statements �� 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, 2013 and its other reports filed with the SEC. Certain risks and uncertainties are also associated with a failure to consummate or a delay in the consummation of the proposed sale of Institutional Shareholder Services Inc. (“ISS”) transaction. Any forward‐looking statements included in this presentation reflect 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, except as required by law. �� Other Information �� Percentage changes and totals in this presentation may not sum due to rounding. �� Percentage changes are referenced to the comparable period in 2013, unless otherwise noted. �� Total sales include recurring subscription sales and non‐recurring sales. �� Definitions of Run Rate and Retention Rate provided on page 15. �� Due to the announced sale of ISS, results of the former Governance business are now reflected as discontinued operations in the financial statements of MSCI in the current quarter and for prior periods. The operating metrics for prior periods have also been updated to exclude the Governance business. �� We have historically reported the financial results and operating metrics for Energy and Commodity products on a standalone basis. Beginning with Q1’14, these results and metrics will be included in the risk management and analytics products. Prior periods have been updated accordingly.

©2014 MSCI Inc. All rights reserved. msci.com Summary of First Quarter 2014 Financial Results 3 �� Summary Financial Results from Continuing Operations �� Operating revenues increased 9% to $240 million �� Income from continuing operations fell 11% to $47 million as a result of higher income taxes �� Adjusted EBITDA1 fell 2% to $97 million, and Adjusted EPS2 fell $0.04 cents to $0.46 �� Diluted EPS fell $0.03 to $0.40 �� Strong Operating Results �� Run Rate grew 10% to $955 million – subscription Run Rate grew 8% �� Retention rates rose to 93% �� Investment Plan Well Underway �� Compensation expenses rose 14% to $102 million �� Non‐compensation expenses rose 31% to $41 million – but down 4% from Q4’13 �� Continued Focus on Capital Management �� Repurchased 1.7 million shares in Q1’14 1 Net income before income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization. Please see page 21 for reconciliation. 2 Adjusted EPS is calculated as diluted EPS before income from discontinued operations, net of income taxes, and the after‐tax impact of the provision for amortization of intangible assets and debt repayment and refinancing costs. Please see page 20 for reconciliation.

©2014 MSCI Inc. All rights reserved. msci.com $219.5 $239.7 $15.3 $4.4 $0.5 $200 $210 $220 $230 $240 $250 Q1'13 revenue Subscription revenue Asset‐based fees Non‐recurring revenue Q1'14 revenue 4 Breakdown of Q1’13 vs Q1’14 Revenue Growth (Dollars in millions) Year‐over‐Year Change in Revenues by Type Year‐over‐Year Change in Revenues by Product $219.5 $239.7 $16.8 $5.2 ($1.8) $200 $210 $220 $230 $240 $250 Q1'13 revenue Index & ESG Risk Management Analytics Portfolio Management Analytics Q1'14 revenue

©2014 MSCI Inc. All rights reserved. msci.com 5 Summary of First Quarter 2014 Operating Metrics MSCI Total Run Rate Total Sales and Retention �� Run Rate grew YoY by 10% to $955 million �� Subscription Run Rate grew by 8% �� Asset‐based fee Run Rate growth of 21% �� $5 million currency impact YoY but minimal sequential benefit �� Total sales of $35 million, up 14% �� Sales growth in Index and ESG and RMA offset decline in PMA �� Recurring subscription sales up 18% from Q1’13 �� Aggregate retention rate improved to 93% in Q1’14 �� Big gains in PMA retention drove the increase (Dollars in millions) $738 $793 $134 $162 $500 $600 $700 $800 $900 $1,000 Q1'13 Q1'14 Subscription ABF Subscription RR Growth: + 8% ABF RR Growth: + 21 % $872 $955 Q1'13 Q1'14 Diff. Recurring Subscription Sales 26 $ 30 $ 18% Non‐Recurring Sales 5 5 ‐6% Total Sales 31 $ 35 $ 14% Aggregate Retention 92% 93% 1%

©2014 MSCI Inc. All rights reserved. msci.com $344 $382 $134 $162 $‐ $100 $200 $300 $400 $500 $600 Q1'13 Q1'14 Run Rate $544 $478 6 Index and ESG Run Rate and Revenues First Quarter Highlights: �� Revenues grew 14% to $138 million �� Subscription revenues grew by 15% �� $5 million growth from IPD mostly timing‐related �� Run Rate grew by 14% YoY to $544 million �� Subscription Run Rate grew by 11% �� Asset‐based fee Run Rate rose 21% �� ESG growth remained strong �� Growth consistent across regions �� Total sales growth of 14% �� Driven by index benchmark products, aided by continued strength of ESG products �� Aggregate Retention Rate strong at 95% in Q1’14 Index and ESG Sales and Retention (Dollars in millions) Index and ESG Products Q1'13 Q1'14 Diff. Total Sales $17 $19 14% Aggregate Retention 95% 95% 0% $85 $97 $36 $41 $‐ $20 $40 $60 $80 $100 $120 $140 $160 Q1'13 Q1'14 Revenue $138 $121

©2014 MSCI Inc. All rights reserved. msci.com 7 Asset‐Based Fees ABF Revenues versus ETF AUM MSCI‐Linked ETF AUM by Market Exposure First Quarter Highlights: �� Revenues grew 12% to $41 million �� Strong inflows into ETFs and increases in non‐ETF passive funds more than offset the loss of Vanguard �� Asset‐based fee Run Rate rose 21% to $162 million, and rose 2% from Q4’13 �� 3.6 average basis point fee at quarter‐end �� Total ETF AUM fell by 5% to $341 billion at the end of Q1’14 �� Excluding Vanguard, ETF AUM grew $55 billion versus Q1’13 – including inflows of $38 billion �� $7 billion of inflows accounted for 40% of total global ETF inflows in Q1’14 AUM of $341 billion as of March 31, 2014 Source: Bloomberg $37 $41 $15 $20 $25 $30 $35 $40 $45 ABF Revenues Q1'13 Q1'14 $357 $341 $100 $150 $200 $250 $300 $350 $400 ETF AUM BN M M BN (in millions) (in billions)

msci.com $288 $70 $307 $76 $‐ $50 $100 $150 $200 $250 $300 $350 Run Rate Revenues Q1'13 Q1'14 8 Risk Management Analytics First Quarter Highlights: �� RMA results now include Energy & Commodity Analytics products revenues and Run Rate �� Revenues grew by 7% to $76 million �� Additional month of revenues from the Q1’13 InvestorForce acquisition contributed $0.9 million to growth �� Run Rate grew by 7% YoY to $307 million �� Growth strongest at asset owners and asset managers �� Total sales of $14 million in Q1’14 �� Strong sales growth in the Americas offset weakness in EMEA �� Aggregate Retention Rate decreased to 91% for Q1’14 (Dollars in millions) Q1'13 Q1'14 Diff. Total Sales $11 $14 22% Aggregate Retention 93% 91% ‐2%

©2014 MSCI Inc. All rights reserved. msci.com 9 Portfolio Management Analytics Portfolio Management Analytics Run Rate and Revenues First Quarter Highlights: �� Revenues declined 6% to $26 million �� Run Rate declined by 2% YoY to $104 million �� Run Rate remained stable versus Q4’13 as sales exceeded cancels in Q1’14 �� Total sales of $3 million, down 12% from prior year �� New sales exceeded cancellations �� New products driving majority of sales �� Aggregate Retention Rate improved to 91% in Q1’14 from 82% �� Decline in cancels reflects product improvements and focus on client service Portfolio Management Analytics Sales and Retention (Dollars in millions) $106 $28 $104 $26 $‐ $20 $40 $60 $80 $100 $120 $140 Run Rate Revenues Q1'13 Q1'14 Q1'13 Q1'14 Diff. Total Sales $3 $3 ‐12% Aggregate Retention 82% 91% 9% Core Retention 83% 93% 10%

©2014 MSCI Inc. All rights reserved. msci.com 10 Compensation Expense (Dollars in millions) �� Higher compensation expense driven by higher headcount �� Headcount (ex‐ISS) rose 17% versus Q1’13 �� Up 2% versus Q4’13 �� First quarter expense also reflects higher retirement expense �� Continued growth in number of employees in emerging markets �� EMC % rose to 47% from 40% in Q1’13 �� Benefits of EMC additions partially offset by more senior hires Quarterly Compensation Expense and Headcount 90 88 90 94 102 2,233 2,346 2,480 2,580 2,623 2,000 2,200 2,400 2,600 2,800 3,000 $65 $75 $85 $95 $105 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Employees Total Compensation Expense (in millions) Compensation Expense Headcount

©2014 MSCI Inc. All rights reserved. msci.com 11 Non‐Compensation1 Expense (Dollars in millions) (1) Non‐compensation excludes amortization and depreciation. Please see page 22 for reconciliation to operating expenses. �� Non‐Compensation expense rose to accommodate future growth �� Increase in IT expenses linked to investment program �� IT costs increased to support additional functionality and storage capacity �� Higher occupancy costs driven by additional headcount �� Professional service fees, market data and marketing expenses also contributed to the increase Quarterly Non‐Compensation Expense $50 $40 $30 $20 $10 $0 $31 $35 $38 $42 $41 Q1’13 Q2’13 Q3’13 Q4’13 Q1’14 Non-Compensation Expense

©2014 MSCI Inc. All rights reserved. msci.com 12 �� Income from continuing operations declined 11% �� Diluted EPS from continuing operations fell 7% to $0.40 �� Adjusted EBITDA1 was $97 million, down 2% �� Adjusted EPS2 fell 8% to $0.46 �� Q1’14 tax rate from continuing operations of 36% �� 3% decrease in diluted weighted average shares outstanding Summary of Profitability Metrics from Continuing Operations (1) Net income before income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization. Please see page 21 for reconciliation. (2) Adjusted EPS is calculated as diluted EPS before income from discontinued operations, net of income taxes, and the after‐tax impact of the provision for amortization of intangible assets and debt repayment and refinancing costs. Please see page 20 for reconciliation. $ per share ‐7% ‐8% Diluted EPS from Continuing Ops and Adjusted EPS2 Income from Continuing Operations and Adj. EBITDA1 ‐2% $ in millions ‐11%  $ in millions -11% -2% $120 $100 $80 $60 $40 $20 $53 $99 $47 $97 Net Income Adj. EBITDA $ per share $0.55 $0.45 $0.35 $0.25 $0.15 $0.43 $0.50 $0.40 $0.46 Diluted EPS Adjusted EPS Q1’13 Q1’14 -7% -8%

©2014 MSCI Inc. All rights reserved. msci.com (Dollars in millions) March 31, 2014 December 31, 2013 Total cash and cash equivalents $260 $358 Current maturities of long‐term debt $20 $20 Long‐term debt, net of current maturities 783 788 Total $803 $808 Q1'14 Net Cash from Operations $25 Select Non‐Operating Cash Out‐Flows Capital expenditures $10 Debt repayment $5 February 2014 ASR $100 Other Items Q1'14 Shares repurchased under ASR program 1.7 million As of 13 Select Balance Sheet, Cash Flow and Other Items

©2014 MSCI Inc. All rights reserved. msci.com Key Guidance Unchanged 14 �� 2014 Adjusted EBITDA1 includes expenses in the range of $569‐$582 million �� Cash Flow from Operations projected to be $275‐$325 million in 2014 �� 2014 Capital expenditures projected to be $45‐$55 million �� Full Year 2014 tax rate expected to be in the range of 36%, which excludes the impact of the research & development tax credit that has not been renewed (1) Net income before income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization. Please see page 21 for reconciliation.

©2014 MSCI Inc. All rights reserved. msci.com 15 Use of Non‐GAAP Financial Measures and Operating Metrics �� 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 income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization. �� Adjusted Net Income and Adjusted EPS are defined as net income and EPS, respectively, before income from discontinued operations, net of income taxes, and the after‐tax impact of the provision for amortization of intangible assets and debt repayment and refinancing costs. �� We believe that adjusting for debt repayment and refinancing expenses is useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. Additionally, we believe that adjusting for 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 of a portion of their operating expenses represented by these items. Finally, we believe that adjusting for discontinued operations, net of income tax provides investors with a meaningful trend of results for our continuing operations. 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. �� The Run Rate at a particular point in time represents the forward‐looking revenues for the next 12 months from all subscriptions and investment product licenses we currently provide to our clients under renewable contracts or agreements assuming all contracts or agreements that come up for renewal are renewed and assuming then‐current currency exchange rates. For any license where fees are linked to an investment product’s assets or trading volume, the Run Rate calculation reflects an annualization of the most recent periodic fee earned under such license or subscription. The Run Rate does not include fees associated with “one‐time” and other non‐recurring transactions. In addition, we remove from the Run Rate the fees associated with any subscription or investment product license agreement with respect to which we have received a notice of termination or non‐renewal during the period and determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date. �� The Aggregate Retention Rates are calculated by annualizing the cancellations for which we have received a notice of termination or non‐renewal during the applicable period and have determined that such notice evidences the client’s final decision to terminate or not renew the applicable subscription or agreement, even though such notice is not effective until a later date. This annualized cancellation figure is then divided by the subscription Run Rate at the beginning of the year to calculate a cancellation rate. This cancellation rate is then subtracted from 100% to derive the annualized Aggregate Retention Rate for the applicable period. The Aggregate Retention Rate is computed on a product‐by‐product basis. Therefore, if a client reduces the number of products to which it subscribes or switches between our products, we treat it as a cancellation. In addition, we treat any reduction in fees resulting from renegotiated contracts as a cancellation in the calculation to the extent of the reduction. For the calculation of the Core Retention Rate, the same methodology is used except the amount of cancellations in the applicable period are reduced by the amount of product swaps.

©2014 MSCI Inc. All rights reserved. msci.com 16 Income from Continuing Operations: Q1’13 – Q1’14 Three Months Ended Year Ended March 31, March 31, June 30, Sept. 30, Dec. 31, December 31, In thousands, except per share data 2014 2013 2013 2013 2013 2013 Operating revenues 239,688 $ 219,469 $ 228,423 $ 228,608 $ 236,864 $ 913,364 $ Operating expenses Cost of services 75,427 65,300 69,696 68,151 72,254 275,401 Selling, general and administrative 67,658 55,515 52,842 59,917 64,175 232,449 Amortization of intangible assets 11,270 11,166 11,222 11,193 11,218 44,799 Depreciation and amortization of property, - equipment and leasehold improvements 5,828 4,597 4,774 5,443 5,569 20,383 Total operating expenses 160,183 $ 136,578 $ 138,534 $ 144,704 $ 153,216 $ 573,032 $ Operating income 79,505 $ 82,891 $ 89,889 $ 83,904 $ 83,648 $ 340,332 $ Operating margin 33.2% 37.8% 39.4% 36.7% 35.3% 37.3% Interest income (156) (237) (186) (227) (239) (889) Interest expense 5,059 7,016 6,499 5,828 6,914 26,257 Other expense (income) 1,071 1,922 (328) 563 (20) 2,137 Other expenses (income), net 5,974 $ 8,701 $ 5,985 $ 6,164 $ 6,655 $ 27,505 $ Income from continuing operations before provision for income taxes 73,531 74,190 83,904 77,740 76,993 312,827 Provision for income taxes 26,385 21,232 27,763 27,804 36,120 112,919 Income from continuing operations 47,146 52,958 56,141 49,936 40,873 199,908 Three Months Ended

©2014 MSCI Inc. All rights reserved. msci.com 17 Operating Revenues by Product Category: Q1’13 – Q1’14 Three Mths Ended Year Ended March 31, March 31, June 30, September 30, December 31, December 31, In thousands 2014 2013 2013 2013 2013 2013 Index and ESG products Subscriptions 97,343 $ 84,888 $ 95,200 $ 92,815 $ 93,771 $ 366,674 $ Asset-based fees 40,900 36,515 36,970 36,801 39,200 149,486 Index and ESG products total 138,243 121,403 132,170 129,616 132,971 516,160 Risk management analytics 75,580 70,420 70,164 72,779 78,380 291,743 Portfolio management analytics 25,865 27,646 26,089 26,213 25,513 105,461 Total operating revenues 239,688 $ 219,469 $ 228,423 $ 228,608 $ 236,864 $ 913,364 $ Recurring subscriptions 194,972 $ 179,663 $ 186,333 $ 189,175 $ 193,430 $ 748,601 $ Asset-based fees 40,900 36,515 36,970 36,801 39,200 149,486 Non-recurring revenue 3,816 3,291 5,120 2,632 4,234 15,277 Total operating revenues 239,688 $ 219,469 $ 228,423 $ 228,608 $ 236,864 $ 913,364 $ Three Months Ended

©2014 MSCI Inc. All rights reserved. msci.com 18 Operating Expenses Detail: Q1’13 – Q1’14 Three Mths Ended Year Ended March 31, March 31, June 30, September 30, December 31, December 31, In thousands 2014 2013 2013 2013 2013 2013 Cost of services Compensation 56,282 $ 49,404 $ 51,669 $ 49,300 $ 52,146 $ 202,519 $ Non-compensation 19,145 15,896 18,027 18,851 20,108 72,882 Total cost of services 75,427 $ 65,300 $ 69,696 $ 68,151 $ 72,254 $ 275,401 $ Selling, general and administrative Compensation 46,133 $ 40,350 $ 35,951 $ 40,534 $ 41,824 $ 158,659 $ Non-compensation 21,525 15,165 16,891 19,383 22,351 73,790 Total selling, general and administrative 67,658 $ 55,515 $ 52,842 $ 59,917 $ 64,175 $ 232,449 $ Amortization of intangible assets 11,270 11,166 11,222 11,193 11,218 44,799 Depreciation and amortization of property, equipment and leasehold improvements 5,828 4,597 4,774 5,443 5,569 20,383 Total operating expenses 160,183 $ 136,578 $ 138,534 $ 144,704 $ 153,216 $ 573,032 $ Compensation 102,415 $ 89,754 $ 87,620 $ 89,834 $ 93,970 $ 361,178 $ Non-compensation expenses 40,670 31,061 34,918 38,234 42,459 146,672 Amortization of intangible assets 11,270 11,166 11,222 11,193 11,218 44,799 Depreciation and amortization of property, - - - - equipment and leasehold improvements 5,828 4,597 4,774 5,443 5,569 20,383 Total operating expenses 160,183 $ 136,578 $ 138,534 $ 144,704 $ 53,216 $ 573,032 $ Three Months Ended

©2014 MSCI Inc. All rights reserved. msci.com 19 Key Operating Metrics: Q1’13 – Q1’14 March 31, March 31, June 30, September 30, December 31, Dollars in thousands 2014 2013 2013 2013 2013 Run Rates Index and ESG products Subscription $ 382,383 $ 344,267 $ 350,833 $ 360,042 $ 371,511 Asset-based fees 161,882 134,186 131,716 146,979 158,305 Index and ESG products total 544,265 478,453 482,549 507,021 529,816 Risk management analytics 307,460 287,554 293,816 300,945 301,957 Portfolio management analytics 103,531 106,091 104,524 104,938 103,125 Total Run Rate 955,256 872,098 880,889 912,904 934,898 Subscription total $ 793,374 $ 737,912 $ 749,173 $ 765,925 $ 776,593 Asset-based fees total 161,882 134,186 131,716 146,979 158,305 Total Run Rate $ 955,256 $ 872,098 $ 880,889 $ 912,904 $ 934,898 New Recurring Subscription Sales $ 30,422 $ 25,676 $ 27,526 $ 26,697 $ 31,082 Subscription Cancellations (13,978) (13,995) (14,154) (13,345) (21,077) Net New Recurring Subscription Sales $ 16,444 $ 11,681 $ 13,372 $ 13,352 $ 10,005 Non-recurring sales $ 4,798 $ 5,117 $ 5,714 $ 2,970 $ 4,107 Employees 2,623 2,233 2,346 2,480 2,580 % Employees by location Developed Market Centers 53% 60% 57% 55% 54% Emerging Market Centers 47% 40% 43% 45% 46% Three Months Ended

©2014 MSCI Inc. All rights reserved. msci.com 20 Reconciliation to Adjusted Net Income and Adjusted EPS Three Months Ended March 31, March 31, December 31, In thousands, except per share data 2014 2013 2013 Net Income 80,399 $ 58,937 $ 47,257 $ Less: Income from discontinued operations, net of income taxes (33,253) $ (5,979) $ (6,384) $ Income from continuing operations 47,146 $ 52,958 $ 40,873 $ Plus: Amortization of intangible assets 11,270 11,166 11,218 Plus: Debt repayment and refinancing expenses - - 1,405 Less: Income tax effect (4,044) (3,196) (5,732) Adjusted net income 54,372 $ 60,928 $ 47,764 $ Diluted EPS 0.68 $ 0.48 $ 0.39 $ Less: Earnings per diluted common share from discontinued operations (0.28) (0.05) (0.05) Earnings per diluted common share from continuing operations 0.40 0.43 0.34 Plus: Amortization of intangible assets 0.09 0.09 0.09 Plus: Debt repayment and refinancing expenses - - 0.01 Less: Income tax effect (0.03) (0.02) (0.04) Adjusted EPS 0.46 $ 0.50 $ 0.40 $

©2014 MSCI Inc. All rights reserved. msci.com 21 Reconciliation of Net Income to Adjusted EBITDA In thousands March 31, 2014 March 31, 2013 December 31, 2013 Net Income 80,399 $ 58,937 $ 47,257 $ Less: Income from discontinued operations, net of income taxes (33,253) $ (5,979) $ (6,384) $ Income from continuing operations 47,146 $ 52,958 $ 40,873 $ Plus: Provision for income taxes 26,385 21,232 36,120 Plus: Other expense (income), net 5,974 8,701 6,655 Operating income 79,505 $ 82,891 $ 83,648 $ Plus: Depreciation and amortization of property, equipment and leasehold improvements 5,828 4,597 5,569 Plus: Amortization of intangible assets 11,270 11,166 11,218 Adjusted EBITDA 96,603 $ 98,654 $ 100,435 $ Three Months Ended

©2014 MSCI Inc. All rights reserved. msci.com 22 Reconciliation of Operating Expenses March 31, March 31, December 31, March 31, December 31, In thousands 2014 2013 2013 2013 2013 Cost of services Compensation 56,282 $ 49,404 $ 52,146 $ 13.9% 7.9% Non-compensation 19,145 15,896 20,108 20.4% (4.8%) Total cost of services 75,427 $ 65,300 $ 72,254 $ 15.5% 4.4% Selling, general and administrative Compensation 46,133 $ 40,350 $ 41,824 $ 14.3% 10.3% Non-compensation 21,525 15,165 22,351 41.9% (3.7%) Total selling, general and administrative 67,658 $ 55,515 $ 64,175 $ 21.9% 5.4% Amortization of intangible assets 11,270 11,166 11,218 0.9% 0.5% Depreciation and amortization of property, equipment and leasehold improvements 5,828 4,597 5,569 26.8% 4.7% Total operating expenses 160,183 $ 136,578 $ 153,216 $ 17.3% 4.5% Compensation 102,415 $ 89,754 $ 93,970 $ 14.1% 9.0% Non-compensation expenses 40,670 31,061 42,459 30.9% (4.2%) Amortization of intangible assets 11,270 11,166 11,218 0.9% 0.5% Depreciation and amortization of property, equipment and leasehold improvements 5,828 4,597 5,569 26.8% 4.7% Total operating expenses 160,183 $ 136,578 $ 153,216 $ 17.3% 4.5% Three Months Ended % Change from