---

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):  August 2, 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))

---

On August 2, 2012, MSCI Inc. (the “Registrant”) released financial information with respect to its second quarter ended June 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 Thursday, August 2, 2012 at 11:00 a.m. Eastern Time, is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

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.

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 Second Quarter 2012 Financial Results

NEW YORK--(BUSINESS WIRE)--August 2, 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 second quarter and six months ended June 30, 2012.

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

• Operating revenues increased 5.3% to $238.6 million in second quarter 2012 and 4.0% to $467.6 million for six months 2012.
• Net income declined by 17.8% to $37.5 million in second quarter 2012, driven by costs associated with debt repayment and refinancing. Net income grew 2.9% to $81.5 million for six months 2012.
• Adjusted EBITDA (defined below) grew by 0.9% to $107.9 million in second quarter 2012 but fell 0.8% to $209.8 million in six months 2012. Second quarter 2012 Adjusted EBITDA margin fell to 45.2% from 47.2% and six months 2012 Adjusted EBITDA margin fell to 44.9% from 47.0%.
• Diluted EPS for second quarter 2012 fell 18.9% to $0.30 but rose 3.1% to $0.66 for six months 2012.
• Second quarter 2012 Adjusted EPS (defined below) rose 6.4% to $0.50 and 4.4% to $0.94 for six months 2012.

Henry A. Fernandez, Chairman and CEO, said, “MSCI had a solid second quarter. Despite a challenging operating environment, we grew our revenues, Adjusted EBITDA and Adjusted EPS. Our subscription run rate also continued to grow, aided by continued high levels of retention, which helped offset a decline in asset-based fees.”

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

Operating Revenues – See Table 4

Total operating revenues for the three months ended June 30, 2012 (second quarter 2012) increased $12.1 million, or 5.3%, to $238.6 million compared to $226.5 million for the three months ended June 30, 2011 (second quarter 2011). Total second quarter 2012 subscription revenues rose $15.9 million, or 8.7%, to $198.1 million while asset-based fees declined $2.2 million, or 6.0%, to $34.1 million. Non-recurring revenues fell $1.6 million to $6.4 million.

By segment, Performance and Risk revenues rose $12.1 million, or 6.2%, to $207.6 million. The Performance and Risk segment is comprised of index and ESG (defined below) products, risk management analytics, portfolio management analytics, and energy and commodity analytics. Revenues for the Governance segment were flat at $31.0 million.

Index and ESG products: Our index and ESG products primarily consist of equity index subscriptions, equity index asset-based fee products and environmental, social and governance (“ESG”) products. Index and ESG products revenues increased $7.4 million, or 7.2%, to $109.9 million. Subscription revenues grew by $9.6 million, or 14.4%, to $75.8 million, driven by strong growth in revenues from MSCI’s ACWI (All Country World Index) core and other index modules as well as higher usage fees. Non-recurring revenues were $2.2 million, up from $2.0 million in second quarter 2011.

Revenues attributable to equity index asset-based fees declined $2.2 million, or 6.0%, to $34.1 million. The average assets under management in ETFs linked to MSCI indices fell 7.1% to $331.6 billion from $356.8 billion in second quarter 2011.

Risk management analytics: Our risk management analytics products offer consistent risk and performance assessment frameworks for managing and monitoring investments in a variety of asset classes and are based on our proprietary integrated fundamental multi-factor risk models, value-at-risk methodologies, performance attribution frameworks and asset valuation models. Revenues related to risk management analytics increased $3.7 million, or 6.2%, to $64.5 million. The increase in risk management analytics revenues was driven by higher revenues from our primary risk management platforms, RiskManager and BarraOne, as well as our wealth management risk systems.

Portfolio management analytics: Our portfolio management analytics products consist of analytics tools for equity and fixed income portfolio management. Revenues related to portfolio management analytics were flat at $29.3 million.

Energy and commodity analytics: Our energy and commodity analytics products consist of software applications that help users value and model physical assets and derivatives across a number of market segments. Revenues from energy and commodity analytics products were $3.8 million, up $0.8 million, or 28.2%, from second 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 second quarter 2012 than in second quarter 2011.

Governance: Our governance products consist of corporate governance products and services, including proxy research, recommendation and voting services for institutional investors as well as governance advisory services and compensation data and analytics for corporations. They also include equity research based on forensic accounting as well as class action monitoring and claims filing services to aid institutional investors in the recovery of funds from class action securities litigation. Governance revenues were $31.0 million in second quarter 2012, unchanged from second quarter 2011.

Operating Expenses – See Table 6

Total operating expenses rose $7.7 million, or 5.3%, to $151.4 million. An increase in compensation expenses was partially offset by declines in non-recurring stock-based compensation expense, restructuring costs and depreciation and amortization expenses.

Compensation costs: Total compensation costs rose $8.5 million, or 10.0%, to $93.7 million in second quarter 2012. Excluding non-recurring stock-based compensation expense, total compensation costs rose $11.0 million, or 13.4%, to $93.5 million. Compensation costs were impacted by an increase in overall headcount and by higher severance costs. Non-recurring stock-based compensation declined $2.5 million, or 92.8%, to $0.2 million, primarily reflecting the amortization of certain stock awards. Non-recurring stock-based compensation expenses for second quarter 2012 consisted of performance awards granted to certain employees in connection with the acquisition of RiskMetrics which will be fully amortized at the end of 2012.

Non-compensation costs excluding depreciation and amortization and restructuring costs: Total non-compensation operating expenses excluding depreciation and amortization and restructuring costs rose slightly to $37.1 million in second quarter 2012. The biggest drivers of the increase were higher occupancy and information technology expenses. Offsetting these increases were declines in professional fees, market data costs and other non-compensation expenses.

Cost of services: Total cost of services expenses rose by $4.4 million, or 6.4%, to $73.2 million. Within costs of services, compensation expenses increased by $6.4 million, or 12.9%, and non-compensation expenses fell by $2.0 million, or 10.0%.

Selling, general and administrative expense (SG&A): Total SG&A expense rose $4.3 million, or 8.0%, to $57.6 million. Within SG&A, compensation expenses increased by $2.2 million, or 6.1%, and non-compensation expenses increased by $2.1 million, or 12.0%.

Depreciation and amortization: Amortization of intangibles expense totaled $16.0 million compared to $16.4 million in second quarter 2011, a decline of 2.8%. Depreciation and amortization of property plant and equipment fell $0.5 million, or 9.8%, to $4.7 million as capital investments made in prior periods became fully depreciated.

Other Expense (Income), Net

Other expense (income), net for second quarter 2012 was $29.9 million, an increase of $16.8 million from second quarter 2011. Interest expense increased $16.7 million as a result of $20.6 million of expenses incurred when MSCI obtained an $880 million five year Term Loan A facility, the proceeds of which, together with cash on hand, were used to repay its $1,079 million pre-existing Senior Secured Term Loan B facility. Excluding the impact of that refinancing and debt repayment expense, interest expense declined by $3.9 million as a result of lower levels of indebtedness and lower interest rates.

Provision for Income Taxes

Income tax expense was $19.7 million in second quarter 2012, a decrease of $4.3 million, or 17.8%, from second quarter 2011. At 34.4%, the effective tax rate was unchanged from a year ago.

Net Income and Earnings per Share – See Table 14

Net income declined $8.1 million, or 17.8%, to $37.5 million for second quarter 2012. The net income margin fell to 15.7% from 20.2% as a result of the lower operating profit margin and the debt repayment and refinancing expenses. Diluted EPS declined 18.9% to $0.30.

Adjusted net income, which excludes the after-tax impact of amortization of intangibles, non-recurring stock-based compensation expense, restructuring costs and debt repayment and refinancing expenses totaling $24.0 million, rose $3.3 million, or 5.7%, to $61.5 million. Adjusted EPS, which excludes the after-tax, per share impact of amortization of intangibles, non-recurring stock-based compensation expense, restructuring costs and debt repayment and refinancing expenses totaling $0.20, rose 6.4% to $0.50.

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, among other things, the impact of non-recurring stock-based compensation and restructuring costs, was $107.9 million, up $0.9 million, or 0.9%, from second quarter 2011. The Adjusted EBITDA margin declined to 45.2% from 47.2%.

By segment, Adjusted EBITDA for the Performance and Risk segment increased $3.0 million, or 3.1%, to $102.6 million in second quarter 2012.The Adjusted EBITDA margin for this segment fell to 49.4% from 50.9% in 2011. Adjusted EBITDA for the Governance segment declined $2.1 million, or 28.6%, to $5.3 million and the Adjusted EBITDA margin for this segment fell to 17.2% from 24.0%. Governance costs were impacted by year-over-year increases in severance expense, occupancy costs and legal fees.

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 Six Months Ended June 30, 2012 compared to Six Months Ended June 30, 2011

Operating Revenues – See Table 5

Total operating revenues for the six months ended June 30, 2012 (six months 2012) increased $17.8 million, or 4.0%, to $467.6 million compared to $449.8 million for the six months ended June 30, 2011 (six months 2011). Total subscription revenues rose $25.8 million, or 7.2%, to $384.7 million, while asset-based fees declined $1.2 million, or 1.7%, to $68.7 million. Total non-recurring revenues fell $6.7 million, or 32.2%, to $14.2 million.

Index and ESG products and risk management analytics revenues grew 6.7% and 7.5%, respectively, in six months 2012. Portfolio management analytics and governance revenues were essentially unchanged. Energy and other commodity analytics revenues fell $4.3 million, or 63.6%, primarily as a result of a $5.2 million non-cash cumulative revenue reduction to correct an error that was recorded in first quarter 2012.

By segment, Performance and Risk revenues rose $18.1 million, or 4.7%, to $405.7 million for six months 2012. Governance revenues were $62.0 million, essentially flat versus six months 2011.

Operating Expenses – See Table 7

Total operating expenses increased $7.9 million, or 2.7%, to $299.5 million in six months 2012 compared to six months 2011. Operating expenses in the six months 2012 included a benefit of $0.1 million related to the reversal of previously booked restructuring costs and, in six months 2011, restructuring costs of $4.5 million. Excluding these expenses, total operating expenses would have risen by $12.4 million, or 4.3%. The increase reflects increases of $12.5 million, or 7.2%, in total compensation expenses and $2.3 million, or 3.3%, in non-compensation expenses offset by a decline of $2.4 million, or 5.5%, in depreciation and amortization expenses.

Other Expense (Income), Net

Other expense (income), net for six months 2012 was $42.6 million, an increase of $7.5 million from six months 2011. Other expense (income), net includes debt repayment and refinancing expenses of $20.6 million in six months 2012 and $6.4 million in six months 2011. Excluding the change in debt repayment and refinancing expenses, other expense declined by $6.8 million in six months 2012 as a result of a combination of lower levels of indebtedness and a lower cost of debt.

Provision for Income Taxes

The provision for income tax expense was $44.0 million in six months 2012, essentially flat from six months 2011. The effective tax rate was 35.1%, down from 35.6% a year ago.

Net Income and Earnings per Share – See Table 14

Net income increased $2.3 million, or 2.9%, to $81.5 million and the net income margin decreased slightly to 17.4% from 17.6%. Diluted EPS rose slightly to $0.66 from $0.64.

Adjusted net income, which excludes the after-tax impact of amortization of intangibles, non-recurring stock-based compensation expense, debt repayment expenses, and restructuring costs totaling $34.6 million, rose $5.1 million, or 4.6%, to $116.1 million. Adjusted EPS, which excludes the after-tax, per share impact of amortization of intangibles, non-recurring stock-based compensation expense, debt repayment expenses, and restructuring costs totaling $0.28, rose 4.4% to $0.94 in six months 2012.

See table 14 titled “Reconciliation of Adjusted Net Income and Adjusted EPS to Net Income and EPS.”

Adjusted EBITDA – See Table 13

Adjusted EBITDA was $209.8 million, a decrease of $1.7 million, or 0.8%, from six months 2011. Adjusted EBITDA margin fell to 44.9% from 47.0%.

By segment, Adjusted EBITDA for the Performance and Risk segment increased $2.3 million, or 1.2%, to $196.8 million from six months 2011. Adjusted EBITDA margin declined to 48.5% from 50.2% in six months 2011. Adjusted EBITDA for the Governance segment declined $3.9 million, or 23.1%, to $13.0 million in six months 2012. The Adjusted EBITDA Margin for the Governance segment was 21.0%, down from 27.3% in six 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 $31.7 million, or 3.6%, to $919.6 million as of June 30, 2012 versus June 30, 2011. Subscription run rate, which excludes the impact of asset-based fees, grew by $42.8 million, or 5.7%, to $790.6 million. Asset-based fee run rate declined by $11.1 million, or 7.9%, to $129.0 million.

Run rate was unchanged versus March 31, 2012. Subscription run rate grew by $8.3 million, or 1.1%, from $782.2 million, driven by recurring subscription sales of $28.5 million offset, in part, by subscription cancellations of $17.2 million. Changes in foreign currency exchange rates reduced subscription run rate by $2.8 million during second quarter 2012. The aggregate retention rate in second quarter 2012 declined to 91.0% from 91.9% in second quarter 2011. Asset-based fee run rate declined by $7.9 million sequentially, or 5.8%, driven by a decline in assets under management in ETFs linked to MSCI indices.

At the end of second quarter 2012, assets under management in ETFs linked to MSCI indices were $327.4 billion, down $33.1 billion, or 9.2%, from the end of second quarter 2011 and down $27.3 billion, or 7.7%, from the end of first quarter 2012. ETFs linked to MSCI indices attracted net inflows of $0.3 billion in second quarter 2012.

As of June 30, 2012, 39.0% of assets under management in ETFs linked to MSCI indices were linked to emerging markets indices, 32.4% were linked to other developed markets outside the U.S., 25.6% were linked to U.S. market indices and 3.0% were linked to other global indices.

Conference Call Information

Investors will have the opportunity to listen to MSCI Inc.'s senior management review second quarter 2012 results on Thursday, August 2, 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 August 8, 2012. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-855-859-2056 (passcode: 10573550) within the United States. International callers dial 1-404-537-3406 (passcode: 10573550).

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 June 30, 2011, 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 press 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 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, 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 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 the amortization of intangible assets 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.

CONTACT:
MSCI Inc.
MSCI, New York
Edings Thibault, + 1.212.804.5273
or
For media inquiries:
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

msci.com ©2012. All rights reserved. msci.com Second Quarter 2012 Earnings Presentation August 2, 2012 MSCI A Clear View of Rish and Return

msci.com ©2012. All rights reserved. 2 msci.com 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.

msci.com ©2012. All rights reserved. Summary of Second Quarter 2012 Financial Results 3 Operating revenues increased 5% to $238.6 million versus Q2’11 Net income decreased by 18% to $37.5 million Adjusted EBITDA1 increased by 1% to $107.9 million. Adjusted EBITDA margin was 45.2% Diluted EPS for second quarter 2012 fell 19% to $0.30 Adjusted EPS2 rose 6% to $0.50 Run Rate grew 4% to $920 million (1) Net income before provision for income taxes, depreciation and amortization, other net expense and income, non-recurring stock-based compensation and restructuring costs. Please see pages 16-18 for reconciliation. (2) For the purposes of calculating Adjusted EPS, the after-tax impact of 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 16-18 for reconciliation. (3) Percentage changes and totals in this Presentation may not sum due to rounding.

msci.com ©2012. All rights reserved. Summary of Second Quarter 2012 Operating Results 4 Total YoY Run Rate Growth of 4% Total Sales1 and Retention Q2’12 revenues grew YoY by 5% to $239 million Q2’12 run rate (RR) grew YoY by 4% to $920 million Subscription run rate grew by 6% Asset-based fee (ABF) run rate fell by 8% FX changes reduced run rate by $3 million vs. Q1’12 and $10 million vs. Q2’11 Total sales1 of $34 million in Q2’12 -down 13% from Q2’11 Q2’12 recurring subscription sales of $28 million down 6% from Q2’11 Retention rates at 91% for Q2’12 remain strong % of employees in EMCs up to 42% from 40% in Q1’12 and 35% in Q2’11 ($ in millions) (1) Includes recurring subscription sales and non-recurring sales

msci.com ©2012. All rights reserved. Index and ESG Products 5 Index and ESG Run Rate and Revenue Highlights: Q2’12 Index and ESG products revenues grew by 7% to $110 million Q2’12 run rate grew by 4% YoY to $415 million Subscription run rate grew by 11% Asset-based fee run rate declined by 8% YoY and by 6% sequentially Total sales of $13 million in Q2’12 Retention rate increased to 95% ($ in millions) Index and ESG Sales and Retention

msci.com ©2012. All rights reserved. Index and ESG Subscription Index and ESG Subscription Run Rate and Subscription Revenue Highlights: Q2’12 Index and ESG subscription revenues grew by 14% to $76 million Q2’12 run rate grew by 11% YoY to $286 million Total sales were $13 million in Q2’12 Core Emerging Market and Developed Market modules continue to drive sales Sales of small cap modules a point of strength ESG products sales increased Strategy indices starting to gain acceptance globally Retention rates increased to 95% for Q2’12 and H1’12 ($ in millions) 6 Index and ESG Subscription Sales and Retention $257 $66 $286 $76 $- $100 $200 $300 $400 Run Rate Revenues Q2'11 Q2'12 Q2'11 Q2'12 Diff. H1'11 H1'12 Diff. Total Sales 17 $ 13 $ - 27% 34 $ 28 $ -17% Agg. Retention 93% 95% 2% 94% 95% 1%

Highlights:--  Q2’12 asset-based fee revenues declined by 6% to $34 million --  Total ABF Run Rate declined by 8% YoY and 6% sequentially to $129 million --  Total AUM fell by 9% YoY and by 8% sequentially to $327 billion at the end of Q2’12 --  Fund flows minimal in Q2’12 --  Average basis point fee remained flat at 3.0 basis points --  566 ETFs linked to MSCI indices, up 6 from the end of Q1’12

msci.com ©2012. All rights reserved. Portfolio Management Analytics Portfolio Management Analytics Run Rate and Revenue Highlights: Q2’12 portfolio management analytics revenues flat YoY at $29 million Q2’12 run rate declined by 1% YoY to $117 million New market models released in Q2 include Australia, Canada and China Total sales of $4 million in Q2’12 Selling environment remains competitive New products driving increasing percentage of total sales Retention rates dipped to 84% in Q2’12 but were at 88% for H1’12 ($ in millions) 9 Portfolio Management Analytics Sales and Retention $11 8 $29 $11 7 $29 $- $50 $100 $150 $200 Run Rate Revenues Q2'11 Q2'12 Q2'11 Q2'12 Diff. H1'11 H1'12 Diff. Total Sales 3 $4 $ 21% 8 $7 $ - 10% Agg. Retention 91% 84% -7% 90% 88% -2%i.com ©2012. All rights reserved. Risk Management Analytics Risk Management Analytics Run Rate and Revenue Highlights: Q2’12 risk management analytics revenues grew by 6% to $65 million Q2’12 run rate grew by 4% YoY to $259 million FX headwinds reduced run rate by more than $2 million in Q2’12 and $7.5 million versus Q2’11 Total sales of $10 million in Q2’12 Sales to hedge funds and asset owners a key driver in H1’12 Continued strong demand for hedge fund transparency products Sales to asset managers and US banks/broker dealers weaker Retention rates stayed strong at 90% for Q2’12 and 92% for H1’12 ($ in millions) 8 Risk Management Analytics Sales and Retention $249 $61 $259 $65 $- $100 $200 $300 $400 Run Rate Revenues Q2'11 Q2'12 Q2'11 Q2'12 Diff. H1'11 H1'12 Diff. Total Sales 10 $10 $ 1% 22 $21$- 4% Agg. Retention 92% 90% -2% 93% 92% -1%

msci.com ©2012. All rights reserved. Portfolio Management Analytics Portfolio Management Analytics Run Rate and Revenue Highlights: Q2’12 portfolio management analytics revenues flat YoY at $29 million Q2’12 run rate declined by 1% YoY to $117 million New market models released in Q2 include Australia, Canada and China Total sales of $4 million in Q2’12 Selling environment remains competitive New products driving increasing percentage of total sales Retention rates dipped to 84% in Q2’12 but were at 88% for H1’12 ($ in millions) 9 Portfolio Management Analytics Sales and Retention $11 8 $29 $11 7 $29 $- $50 $100 $150 $200 Run Rate Revenues Q2'11 Q2'12 Q2'11 Q2'12 Diff. H1'11 H1'12 Diff. Total Sales 3 $4 $ 21% 8 $7 $ - 10% Agg. Retention 91% 84% -7% 90% 88% -2%

msci.com ©2012. All rights reserved. Governance Governance Run Rate and Revenue Highlights: Q2’12 governance revenues were unchanged YoY at $31 million Q2’12 run rate grew by 6% YoY to $114 million Total sales for Q2’12 were $6 million Sales of executive compensation data and analytics tool remain strong but at seasonal low Institutional proxy research and voting market still competitive Retention rates increased to a very strong 92% for Q2’12 and to 90% for the six months ($ in millions) 10 Governance Sales and Retention

msci.com ©2012. All rights reserved. Breakdown of Q2’11 vs Q2’12 Revenue Growth 11 ($ in millions) By Product Line By Revenue Type $226.5 $238.6 $15.9 $210 $220 $230 $240 $250 Q2'11 revenue Subscription revenue Asset-based fees Non-recurring revenue Q2'12 revenue ($1.6) ($2.2) $226.5 $238.6 $7.4 $3.7 $0.1 $0.8 $0.0 $210 $220 $230 $240 $250 Q2'11 revenue I & E RMA PMA E&CA Gov Q2'12 revenue

msci.com ©2012. All rights reserved. $0$25$50 $75 $100 Q2'11 Q2'12 $82 $94 $37 $37 Compensation (1) Non-Compensation (2) Compensation and Non-Compensation Expense Comp and Non-Comp Expenses1, 2 +13% ($ in millions) (1) Compensation expense excludes non-recurring stock-based compensation. Please see pages 16-18 for reconciliation to operating expenses. (2) Non-compensation excludes depreciation, amortization and restructuring costs. Please see pages 16-18 for reconciliation to operating expenses. +0% 12 Comp and Non-comp expenses 1, 2 increased 9% to $131 million Compensation expense rose 13% 16% increase in average headcount vs. Q2’11 Shift from 35% of employee base in EMCs in Q2’11 to 42% in Q2’12 Severance costs of $4 million included in compensation expenses Non-compensation costs flat despite pressure from occupancy and IT costs

msci.com ©2012. All rights reserved. Summary of Profitability Metrics: Net Income, EPS and Adjusted EBITDA1 13 $ per share -19% +6% Diluted and Adjusted 2 EPS Net Income fell 18% Debt repayment and refinancing expense of $20.6 million Effective tax rate was 34.4% in Q2’12, flat with Q2’11 Adjusted EBITDA1 was $108 million Diluted EPS declined 19% to $0.30 Adjusted EPS2 rose 6% YoY to $0.50 Net Income and Adj. EBITDA1 -18% +1% (1) Net income before provision for income taxes, depreciation and amortization, other net expense and income, non-recurring stock-based compensation and restructuring costs. Please see pages 16-18 for reconciliation. (2) For the purpose of calculating Adjusted EPS, the after-tax impact of non-recurring stock-based compensation, amortization of intangible assets, debt repayment expenses and restructuring costs are excluded from the calculation of EPS; see pages 16-18 for reconciliation. $ in millions

msci.com ©2012. All rights reserved. June 30,December 31, In thousands 2012 2011Cash and cash equivalents 273,307 $ 252,211 $ Short-term investments 86,460 140,490 Trade receivables, net of allowances 136,074 180,566 Deferred revenue 333,890 $ 289,217 $ Current maturites of long-term debt 43,070 10,339 Long-term debt, net of current maturities 833,175 1,066,548 As of 14 $876M Summary Balance Sheet $360M Total Cash & Investments Total Debt

msci.com ©2012. All rights reserved. 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, 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 non-recurring 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 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 the amortization of intangible assets 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 presentation 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. 15

msci.com ©2012. All rights reserved. 16 Reconciliation of Adjusted Net Income and Adjusted EPS (Dollars in thousands, except per share figures) June 30,June 30,March 31,June 30,June 30,20122011201220122011GAAP - Net income37,546$ 45,660$ 43,966$ 81,512$ 79,181$ Plus:Non-recurring stock-based comp192 2,673 582 774 5,485 Plus:Amortization of intangible assets15,959 16,423 15,959 31,918 33,115 Plus:Debt repayment and refinancing expenses20,639 - - 20,639 6,404 Plus:Restructuring costs(22) 40 (29) (51) 4,471 Less:Income tax effect(12,775) (6,590) (5,873) (18,648) (17,622) Adjusted net income61,539$ 58,206$ 54,605$ 116,144$ 111,034$ Diluted EPS0.30$ 0.37$ 0.35$ 0.66$ 0.64$ Plus:Non-recurring stock-based comp0.00 0.02 0.01 0.01 0.04 Plus:Amortization of intangible assets0.13 0.13 0.13 0.26 0.27 Plus:Debt repayment and refinancing expenses0.17 - - 0.17 0.05 Plus:Restructuring costs(0.00) 0.00 (0.00) (0.01) 0.04 Less:Income tax effect(0.10) (0.05) (0.05) (0.15) (0.14) Adjusted EPS0.50$ 0.47$ 0.44$ 0.94$ 0.90$ Three Months EndedSix Months Ended

msci.com ©2012. All rights reserved. Reconciliation of Adjusted EBITDA to Net Income 17 (Dollars in thousands, except per share figures) Performance and RiskGovernanceTotalPerformance and RiskGovernanceTotalNet income37,546$ 45,660$ Plus:Provision for income taxes19,715 23,982 Plus:Other expense (income), net29,860 13,049 Operating income85,980$ 1,141$ 87,121$ 79,855$ 2,836$ 82,691$ Plus:Non-recurring stock-based comp172 20 192 2,508 165 2,673 Plus:Depreciation and amortization3,817 845 4,662 4,041 1,127 5,168 Plus:Amortization of intangible assets12,639 3,320 15,959 13,073 3,350 16,423 Plus:Restructuring costs(13) (9) (22) 72 (32) 40 Adjusted EBITDA102,595$ 5,317$ 107,912$ 99,549$ 7,446$ 106,995$ Performance and Risk Governance Total Performance and Risk Governance Total Net income 81,512 $ 79,181$ Plus:Provision for income taxes43,988 43,805 Plus:Other expense (income), net42,600 35,134 Operating income163,455$ 4,645$ 168,100$ 152,501$ 5,619$ 158,120$ Plus:Non-recurring stock-based comp696 78 774 5,186 299 5,485 Plus:Depreciation and amortization7,382 1,696 9,078 8,020 2,258 10,278 Plus:Amortization of intangible assets25,278 6,640 31,918 26,415 6,700 33,115 Plus:Restructuring costs(32) (19) (51) 2,388 2,083 4,471 Adjusted EBITDA196,779$ 13,040$ 209,819$ 194,510$ 16,959$ 211,469$ Three Months Ended June 30, 2012Three Months Ended June 30, 2011Six Months Ended June 30, 2012Six Months Ended June 30, 2011

msci.com ©2012. All rights reserved. Reconciliation of Operating Expenses 18 (Dollars in thousands, except per share figures) June 30,June 30,March 31,June 30,March 31,In thousands20122011201220112012Cost of servicesCompensation55,492 $ 48,118 $ 53,549 $ 15.3%3.6% Non-recurring stock based comp94 1,108 268 (91.5%)(64.9%)Total compensation55,586 $ 49,226 $ 53,817 $ 12.9%3.3% Non-compensation17,657 19,614 18,474 (10.0%)(4.4%) Total cost of services 73,243$ 68,840$ 72,291$ 6.4%1.3% Selling, general and administrative Compensation 38,025 $ 34,370 $ 38,492 $ 10.6%(1.2%) Non-recurring stock based comp98 1,565 314 (93.7%) (68.8%)Total compensation38,123 $ 35,935 $ 38,806 $ 6.1% (1.8%) Non-compensation19,479 17,386 16,630 12.0%17.1% Total selling, general and administrative57,602 $ 53,321 $ 55,436 $ 8.0%3.9% Restructuring costs (22) 40 (29) (155.0%) (24.1%) Amortization of intangibles15,959 16,423 15,959 (2.8%)0.0% Depreciation and amortization 4,662 5,168 4,416 (9.8%)5.6% Total operating expenses 151,444$ 143,792$ 148,073$ 5.3%2.3% In thousands Non-recurring stock-based compensation 192 $ 2,673 $ 582 $ (92.8%)(67.0%) Compensation excluding non-recurring comp 93,517 82,488 92,041 13.4%1.6% Non-compensation expenses 37,136 37,000 35,104 0.4%5.8%Restructuring costs(22) 40 (29) (155.0%) (24.1%) Amortization of intangibles15,959 16,423 15,959 (2.8%) 0.0% Depreciation and amortization4,662 5,168 4,416 (9.8%) 5.6% Total operation expenses Total operating expenses151,444 $ 143,792 $ 148,073 $ 5.3% 2.3% Three Months Ended% Change from