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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): July 31, 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 July 31, 2014, MSCI Inc. (the “Registrant”) released financial information with respect to its second quarter ended June 30, 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 Thursday, July 31, 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 Financial Results for the Second Quarter and First Six Months of 2014

NEW YORK--(BUSINESS WIRE)--July 31, 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 second quarter and six months ended June 30, 2014. As a result of the sale of Institutional Shareholder Services Inc. (“ISS”), results of MSCI’s former Governance business are reflected as discontinued operations in its financial statements. Financial results and operating metrics presented below and in the accompanying tables have been restated to reflect this classification.

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

• Operating revenues increased 11.3% to $254.2 million for second quarter 2014 and 10.3% to $493.9 million for six months 2014.
• Income from continuing operations increased 1.2% to $56.8 million for second quarter 2014. For six months 2014, income from continuing operations decreased 4.7% to $103.9 million.
• Diluted EPS from continuing operations for second quarter 2014 increased 4.3% to $0.48. Diluted EPS from continuing operations for six months 2014 declined 1.1% to $0.88.
• Net income rose 76.3% to $107.7 million for second quarter 2014. For six months 2014, net income rose 56.7% to $188.1 million and included a net gain of $78.7 million related to the sale of ISS.
• Adjusted EBITDA¹ was $105.9 million for second quarter 2014, essentially unchanged from second quarter 2013. For six months 2014, Adjusted EBITDA declined 0.8% to $202.5 million.
• Adjusted EPS² increased 5.8% to $0.55 for second quarter 2014. Adjusted EPS for six months 2014 decreased 1.0% to $1.01.
• Run Rate grew 12.0% to $986.5 million for second quarter 2014, driven by asset-based fee growth of 34.0% and subscription growth of 8.1%.
• Adjusted EBITDA expense for the full year 2014 is now expected to be in the range of $595 million to $605 million and includes the impact of the acquisition of GMI Ratings.

“MSCI reported another strong quarter. I am pleased that the investments we are making in new products are having a direct effect on our growth. Our Run Rate grew by 12%, driven by strong growth in asset-based fees and a modest acceleration in subscription Run Rate,” said Henry A. Fernandez, Chairman and CEO.

“All of our clients – asset owners, managers and traders – are demanding tools that help them build better portfolios and manage the risks in those portfolios. In response to clients’ needs, we have stepped up our investments in new product development and client service and are broadening our distribution channels. We intend to increase our level of investment in both 2014 and 2015. Among other priorities, we will extend our ESG offering through the acquisition of GMI, strengthen our market leadership in factor indexes, deepen our relationships with our largest clients, and enhance our technology platforms,” Mr. Fernandez concluded.

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

Operating Revenues – See Table 4

Operating revenues for the three months ended June 30, 2014 (“second quarter 2014”) increased $25.8 million, or 11.3%, to $254.2 million compared to $228.4 million for the three months ended June 30, 2013 (“second quarter 2013”). Second quarter 2014 recurring subscription revenues rose $18.9 million, or 10.2%, to $205.3 million, asset-based fees increased $7.1 million, or 19.3%, to $44.1 million and non-recurring revenues fell $0.3 million to $4.9 million.

• Index and ESG products: Index and ESG product revenues increased $18.1 million, or 13.7%, to $150.3 million. Subscription revenues grew by $11.0 million, or 11.5%, to $106.2 million, driven by growth in revenues from equity index benchmark, real estate and ESG products. Relative to first quarter 2014, Index and ESG products revenues benefited from the seasonal strength in revenues from real estate products, which rose $5.4 million sequentially. Revenues from real estate products are expected to decline sequentially in both the third and fourth quarters as part of the same seasonal trend.
  
  Revenues attributable to equity index asset-based fees rose $7.1 million, or 19.3%, to $44.1 million. The increase was primarily driven by an increase of $35.5 billion, or 11.0%, in average assets under management (“AUM”) in ETFs linked to MSCI indexes and a growth in assets from non-ETF passive funds. The growth rate of asset-based fee revenues relative to the growth in AUM also benefited from a shift in the product mix toward higher fee products that resulted from the transition of certain Vanguard ETFs away from MSCI benchmarks during second quarter 2013.

• Risk management analytics: Revenues related to risk management analytics products increased $7.5 million, or 10.7%, to $77.7 million, driven by higher revenues from RiskManager and BarraOne products and the timing of client implementations. Also contributing to the increase were higher revenues from hedge fund transparency products and InvestorForce.

• Portfolio management analytics: Revenues related to portfolio management analytics products rose by $0.2 million, or 0.8%, to $26.3 million.

Operating Expenses – See Table 6

Total operating expenses from continuing operations rose $27.2 million, or 19.6%, to $165.7 million from second quarter 2013. Much of the increase in MSCI’s operating expenses was the result of its ongoing investment program.

• Compensation costs: Total compensation costs rose $15.1 million, or 17.2%, to $102.7 million for second quarter 2014, driven by an increase in overall headcount of 17.7%. Employees located in emerging market centers represent 49% of the workforce, up from 43% at the end of second quarter 2013.
• Non-compensation costs excluding depreciation and amortization: Non-compensation costs rose $10.7 million, or 30.7%, to $45.6 million for second quarter 2014 primarily reflecting increases in information technology, professional services, occupancy and recruiting costs, among other items.
• Depreciation and amortization: Amortization of intangible assets totaled $11.4 million for second quarter 2014, an increase of 2.0% compared to second quarter 2013. Depreciation and amortization of property, equipment and leasehold improvements rose $1.1 million, or 24.0%, to $5.9 million, primarily reflecting higher depreciation associated with investment in information technology infrastructure.

Other Expense (Income), Net

Other expense (income), net for second quarter 2014 was $4.4 million, a decline of $1.5 million from second quarter 2013, driven primarily by lower interest expense associated with lower interest rates and indebtedness.

Provision for Income Taxes – Continuing Operations

The provision for income tax expense was $27.3 million for second quarter 2014, compared with $27.8 million for second quarter 2013. The effective tax rate for second quarter 2014 was 32.4% versus 33.1% a year ago.

Income and Earnings per Share from Continuing Operations – See Table 12

Income from continuing operations increased $0.7 million, or 1.2%, to $56.8 million for second quarter 2014. Diluted EPS from continuing operations was $0.48, up $0.02, or 4.3%, primarily as the result of a 3.6% decline in weighted average shares outstanding.

Adjusted Net Income, which excludes the after-tax impact of discontinued operations, amortization of intangible assets and the lease exit charge, increased $1.2 million, or 1.9%, to $64.6 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of discontinued operations, the amortization of intangible assets and the lease exit charge, increased $0.03, or 5.8%, to $0.55.

See Table 12 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 11

Adjusted EBITDA, which excludes income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization, and the lease exit charge was $105.9 million, essentially unchanged from second quarter 2013. The Adjusted EBITDA margin declined to 41.7% from 46.2%.

See Table 11 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 April 30, 2014, MSCI completed the sale of ISS to Vestar Capital Partners for cash consideration of $367.4 million. The ISS business, previously referred to as the Governance segment but excluding the impact of allocated costs remaining with MSCI, 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 $50.9 million for second quarter 2014. This compares with income from discontinued operations, net of income taxes of $4.9 million for second quarter 2013. Second quarter 2014 income included a net gain of $48.1 million resulting from the sale of ISS.

Net Income and Earnings per Share

Net income was $107.7 million for second quarter 2014, up 76.3% from $61.1 million for second quarter 2013. Diluted EPS was $0.91 for second quarter 2014, up from $0.50 for second quarter 2013. The increase was driven by the net gain from the sale of ISS of $48.1 million in second quarter 2014.

Share Repurchase Activity

During second quarter 2014, MSCI took delivery of 0.6 million of its shares, settling the $100.0 million accelerated share repurchase ("ASR") agreement into which it had entered on February 6, 2014. MSCI repurchased a total of 2.3 million shares as part of the February 2014 ASR and 7.7 million shares as part of the three ASRs it has completed since December 2012.

Key Operating Metrics – See Tables 8, 9, 10

Total Run Rate grew by $105.6 million, or 12.0%, to $986.5 million as of June 30, 2014 compared to June 30, 2013. Total subscription Run Rate grew by $60.8 million, or 8.1%, to $810.0 million as of June 30, 2014 compared to June 30, 2013. Changes in foreign currency rates increased Run Rate by $7.2 million versus June 30, 2013.

• Index and ESG products: Total Index and ESG Run Rate grew by $87.9 million, or 18.2%, to $570.4 million. Index and ESG subscription Run Rate grew by $43.0 million, or 12.3%, to $393.8 million, driven primarily by growth in equity index benchmark and data products and aided by strong growth in real estate and ESG products. Changes in foreign currency benefited Run Rate by $3.8 million versus June 30, 2013.
  
  Run Rate attributable to asset-based fees rose $44.8 million, or 34.0%, to $176.6 million. The increase was primarily driven by higher inflows into ETFs linked to MSCI indexes and, to a lesser extent, higher market performance.
  
  As of June 30, 2014, AUM in ETFs linked to MSCI indexes were $378.7 billion, an increase of $109.0 billion, or 40.4%, from June 30, 2013 and up $37.9 billion, or 11.1%, from March 31, 2014. Of that $37.9 billion sequential increase, net inflows added $22.7 billion and market gains accounted for $15.2 billion.

• Risk management analytics: Risk management analytics Run Rate increased $15.8 million, or 5.4%, to $309.6 million, driven by strong growth from RiskManager products. Changes in foreign currency positively benefited Run Rate by $3.2 million versus June 30, 2013.
• Portfolio management analytics: Run Rate related to portfolio management analytics products increased $2.0 million, or 1.9%, to $106.5 million, driven by an increase in sales of equity analytics products and higher retention rates. Changes in foreign currency rates had only a modest impact on Run Rate versus the prior year.

Summary of Results for Six Months Ended June 30, 2014
Compared to Six Months Ended June 30, 2013

Operating Revenues – See Table 5

Operating revenues for the six months ended June 30, 2014 (“six months 2014”) increased $46.0 million, or 10.3%, to $493.9 million compared to $447.9 million for the six months ended June 30, 2013 (“six months 2013”). Recurring subscription revenues for six months 2014 rose $34.2 million, or 9.4%, to $400.2 million, asset-based fees increased $11.5 million, or 15.7%, to $85.0 million and non-recurring revenues rose $0.3 million to $8.7 million.

• Index and ESG products: Index and ESG product revenues increased $34.9 million, or 13.8%, to $288.5 million. Subscription revenues grew by $23.4 million, or 13.0%, to $203.5 million, driven primarily by growth in revenues from equity index benchmark products. Index and ESG product revenues also benefited from the strong growth of asset-based fee revenues, which increased by $11.5 million, or 15.7%, to $85.0 million.
• Risk management analytics: Revenues related to risk management analytics products, increased $12.7 million, or 9.0%, to $153.2 million, primarily driven by higher revenues from RiskManager and BarraOne products.
• Portfolio management analytics: Revenues related to portfolio management analytics products declined $1.6 million, or 2.9%, to $52.2 million as a result of lower sales of equity analytics products in prior periods and lower fixed income analytics revenues.

Operating Expenses – See Table 7

Total operating expenses from continuing operations rose $50.8 million, or 18.5%, to $325.9 million from six months 2013.

• Compensation costs: Total compensation costs rose $27.7 million, or 15.6%, to $205.1 million for six months 2014, driven by an increase in overall headcount of 17.7%.
• Non-compensation costs excluding depreciation and amortization: Non-compensation costs rose $20.3 million, or 30.8%, to $86.3 million for six months 2014 primarily reflecting increases in professional services, information technology, occupancy, recruiting, marketing and market data fees.

• Depreciation and amortization: Amortization of intangible assets totaled $22.7 million for six months 2014, an increase of 1.4% compared to six months 2013. Depreciation and amortization of property, equipment and leasehold improvements rose $2.4 million to $11.7 million, primarily reflecting higher depreciation associated with investments in our information technology infrastructure.

Other Expense (Income), Net

Other expense (income), net for six months 2014 was $10.4 million, a decline of $4.3 million from six months 2013, driven primarily by lower interest expense associated with lower interest rates and indebtedness.

Provision for Income Taxes – Continuing Operations

The provision for income tax expense was $53.7 million for six months 2014, compared with $49.0 million for six months 2013. The effective tax rate for six months 2014 was 34.0% versus 31.0% a year ago.

Income and Earnings per Share from Continuing Operations – See Table 12

Income from continuing operations fell $5.2 million, or 4.7%, to $103.9 million for six months 2014. Diluted EPS from continuing operations was $0.88, down $0.01, or 1.1%, primarily as the result of a 3.1% decline in weighted average shares outstanding.

Adjusted Net Income, which excludes the after-tax impact of discontinued operations, amortization of intangible assets and the lease exit charge, fell $5.4 million, or 4.3%, to $118.9 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of discontinued operations, the amortization of intangible assets and the lease exit charge, fell $0.01, or 1.0%, to $1.01.

See Table 12 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 11

Adjusted EBITDA, which excludes income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization and the lease exit charge, was $202.5 million, down $1.7 million from six months 2013. The Adjusted EBITDA margin declined to 41.0% from 45.6%.

See Table 11 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

Income from discontinued operations, net of income taxes, was $84.1 million for six months 2014. This compares with income from discontinued operations, net of income taxes of $10.9 million for six months 2013. Six months 2014 income included a net gain of $78.7 million associated with the sale of ISS.

Net Income and Earnings per Share

Net income was $188.1 million for six months 2014, up 56.7% from $120.0 million for six months 2013. Diluted EPS was $1.59 for six months 2014, up from $0.98 for six months 2013. The increase was driven by the net gain on the sale of ISS, partially offset by the decline in income from continuing operations.

Acquisition of GMI Ratings

On June 27, 2014, MSCI announced that it planned to acquire GMI Ratings, a provider of ESG ratings and research to institutional investors, for a total cash consideration of $15 million. The deal is expected to close during the third quarter of 2014, subject to customary closing conditions.

Business Outlook

The following forward-looking statements reflect MSCI's expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially from those presented. The Company does not intend to update its forward-looking statements until its next quarterly results announcement, other than in publicly available statements.

• Full year 2014 Adjusted EBITDA expenses, which include all operating expenses except amortization of intangible assets and depreciation and amortization of property, equipment and leasehold improvements, are expected to be in the range of $595 million to $605 million. The prior guidance was for 2014 Adjusted EBITDA expenses to be in the range of $569 million to $582 million. The revised guidance includes the impact of the acquisition of GMI Ratings, as well as higher spending in other areas. (See Table 13 titled “Reconciliation of Adjusted EBITDA Expenses to Operating Expenses (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures”.)
• The effective tax rate for full year 2014 is expected to be approximately 36%.
• Full year 2014 capital expenditures, including software capitalization, are expected to be in the range of $50 million to $55 million. The previous range was $45 million to $55 million.
• Full year 2014 cash flow from operations is expected to be in the range of $275 million to $325 million.

Conference Call Information

Investors will have the opportunity to listen to MSCI Inc.'s senior management review second quarter 2014 results on Thursday, July 31, 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 August 2, 2014. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-800-585-8367 (passcode: 73815772) within the United States. International callers dial 1-404-537-3406 (passcode: 73815772).

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 and portfolio risk and performance analytics.

For equity investors, MSCI’s flagship performance and risk tools include: the MSCI indexes with over $9 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 and Barra multi-asset class factor models, portfolio risk and performance analytics to investors in multi-asset class portfolios. MSCI also provides IPD real estate information, indexes and analytics for investors in and managers of commercial real estate. MSCI also offers 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, 2014, as reported on June 25, 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. 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 and the lease exit charge.

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 amortization of intangible assets and the lease exit charge.

Adjusted EBITDA expenses represent operating expenses, less depreciation and amortization and the lease exit charge.

We believe that adjusting for 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. Additionally, we believe that adjusting for income from discontinued operations, net of income tax, provides investors with a meaningful trend of results for our continuing operations. Finally, we believe that adjusting for one time and non-recurring expenses such as the lease exit charge is useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. 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 EBITDA expenses, 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
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

2014 MSCI Inc. All rights reserved. msci.com msci.com Second Quarter 2014 Earnings Presentation July 31, 2014

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 forwardlooking 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 risks 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. 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 Institutional Shareholder Services Inc. sale, results of our 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 an Commodity products on a standalone basis. Beginning with Q1’14, these results and metrics have been included in the risk management and analytics products. Prior periods have been updated accordingly.2

2014 MSCI Inc. All rights reserved. msci.com Summary of Second Quarter 2014 Financial Results Summary Financial Results Operating revenues increased 11% to $254 million Income from continuing operations increased 1% to $57 million Net Income rose 76% to $108 million Adjusted EBITDA1 was essentially unchanged from first quarter at $106 million Diluted EPS from continuing operations increased $0.02 to $0.48 and Adjusted EPS2 increased $0.03 to $0.55 Strong Operating Results Run Rate grew 12% to $987 million – subscription Run Rate grew 8% Retention rates rose to 93% Positive Run Rate growth in all three product lines Investment Plan Well Underway Total Adjusted EBITDA expenses3 rose 21% to $148 million Additional investments planned for 2014 and 2015 Completed sale of ISS for net cash proceeds of $363 million Net gain of $79 million in H1’14, of which $48 million was recorded in Q2’14 1 Net income before income from discontinued operations, net of income taxes, provision for income taxes, other expense (income), net, depreciation and amortization, and the lease exit charge. Please see page 17 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 amortization of intangible assets and the lease exit charge. Please see page 16 for reconciliation. 3 Adjusted EBITDA expenses represent operating expenses, less depreciation and amortization and the lease exit charge. Please see page 18 for a reconciliation. 3

2014 MSCI Inc. All rights reserved. msci.com 4 Breakdown of Q2’13 vs Q2’14 Revenue Growth (Dollars in millions) Year-over-Year Change in Revenues by Type Year-over-Year Change in Revenues by Product $228.4 $254.2 $18.9 $7.1 ($0.3 ) $200 $210 $220 $230 $240 $250 $260 Q2'13 revenue Subscription revenue Asset-based fees Non-recurring revenue Q2'14 revenue $228.4 $254.2 $18.1 $7.5 $0.2 $200 $210 $220 $230 $240 $250 $260 Q2'13 revenue Index & ESG Risk Management Analytics Portfolio Management Analytics Q2'14 revenue 4

2014 MSCI Inc. All rights reserved. msci.com 5 Summary of Second Quarter 2014 Operating Metrics MSCI Total Run Rate Total Sales and Retention Run Rate grew YoY by 12% to $987 million Subscription Run Rate grew by 8% Asset-based fee Run Rate growth of 34% $7 million currency benefit YoY but minimal sequential impact Total sales of $35 million, up 5% Sales growth in Index and ESG and PMA offset decline in RMA Recurring subscription sales up 6% from Q2’13 Aggregate retention rate improved to 93% in Q2’14 Gains in PMA retention rate drove the increase (Dollars in millions) $749 $810 $132 $177 $881 $987 $500 $600 $700 $800 $900 $1,000 Q2'13 Q2'14 Subscription ABF Subscription RR Growth: + 8 % ABF RR Growth: + 34 % Q2'13 Q2'14 % Chg H1'13 H1'14 % Chg Recurring Subscription Sales 28 $ 29 $ 6% 53 $ 60 $ 12% Non-Recurring Sales 6 6 -1% 11 10 -3% Total Sales 33 $ 35 $ 5% 64 $ 70 $ 9% Aggregate Retention 92% 93% 1% 92% 93% 1% 5

2014 MSCI Inc. All rights reserved. msci.com 6 Index and ESG Run Rate and Revenues Second Quarter Highlights: Revenues grew 14% to $150 million Subscription revenues grew by 12% Seasonally strong revenues from realestate products – expected to decline in Q3’14 Run Rate grew by 18% YoY to $570 million Subscription Run Rate grew by 12% Asset-based fee Run Rate rose 34% ESG growth continues to be strong Growth consistent across regions Total sales growth of 14% Driven by index benchmark products Aggregate Retention Rate strong at 94% in Q2’14 Index and ESG Sales and Retention (Dollars in millions) Index and ESG Products Q2'13 Q2'14 % Chg H1'13 H1'14 % Chg Total Sales $18 $21 14% $35 $40 14% Aggregate Retention 94% 94% 0% 95% 95% 0% $351 $394 $132 $177 $483 $570 $- $100 $200 $300 $400 $500 $600 $700 Q2'13 Q2'14 Run Rate $95 $106 $37 $44 $132 $150 $- $20 $40 $60 $80 $100 $120 $140 $160 Q2'13 Q2'14 Revenue 6

2014 MSCI Inc. All rights reserved. msci.com 7 Asset-Based Fees ABF Revenues versus ETF AUM MSCI-Linked ETF AUM by Market Exposure Second Quarter Highlights: Revenues grew 19% to $44 million Benefited from strong inflows into ETFs and increases in non-ETF passive funds Asset-based fee Run Rate rose 34% to $177 million, and rose 9% from Q1’14 3.5 average basis point fee at quarter-end Total ETF AUM increased by 40% to $379 billion at the end of Q2’14 $109 billion change comprised of inflows of $61 billion and market appreciation of $48 billion 75 ETFs1 based on MSCI indexes launched in H1’14 Greater than one third of total industry launches 31 new launches in Q2’14 AUM of $379 billion as of June 30, 2014 Source: Bloomberg $270 $379 $100 $150 $200 $250 $300 $350 $400 $450 ETF AUM M M BN $37 $44 $15 $20 $25 $30 $35 $40 $45 $50 ABF Revenues Q2'13 Q2'14 BN (in millions) (in billions) M 1 Defined as each share class of an exchange traded fund, as identified by a separate Bloomberg ticker. Only primary listings, and not crosslistings are counted. 7

2014 MSCI Inc. All rights reserved. msci.com 8 Risk Management Analytics Risk Management Analytics Run Rate and Revenues Second Quarter Highlights: Revenues grew by 11% to $78 million Revenue growth aided by timing of newcontract implementations Run Rate grew by 5% YoY to $310 million Growth strongest with asset owners and asset managers Total sales of $10 million in Q2’14, down 18% from Q2’13 Total sales up slightly for H1’14 Aggregate Retention Rate remained strong at 92% for Q2’14 Risk Management Analytics Sales and Retention (Dollars in millions) $294 $70 $310 $78 $- $50 $100 $150 $200 $250 $300 $350 Run Rate Revenues Q2'13 Q2'14 Q2'13 Q2'14 % Chg H1'13 H1'14 % Chg Total Sales $12 $10 -18% $23 $23 1% Aggregate Retention 92% 92% 0% 93% 91% -2% 8

2014 MSCI Inc. All rights reserved. msci.com $105 $26 $106 $26 $- $20 $40 $60 $80 $100 $120 $140 Run Rate Revenues Q2'13 Q2'14 9 Portfolio Management Analytics Portfolio Management Analytics Run Rate and Revenues Second Quarter Highlights: Revenues grew 1% to $26 million Run Rate grew by 2% YoY to $106 million Total sales of $4 million, up 44% from prior year Strongest sales quarter since 2011 New products driving sales growth Aggregate Retention Rate improved to 95% in Q2’14 from 87% Highest quarterly retention rate on record Driven by enhancements to legacy products, increasing pipeline of new products and increased focus on service Portfolio Management Analytics Sales and Retention (Dollars in millions) Q2'13 Q2'14 % Chg H1'13 H1'14 % Chg Total Sales $3 $4 44% $6 $7 15% Aggregate Retention 87% 95% 9% 84% 93% 11% Core Retention 88% 96% 9% 85% 95% 12% 9

2014 MSCI Inc. All rights reserved. msci.com 10 Compensation Expense (Dollars in millions) Higher compensation expense driven by higher headcount Headcount rose 18% versus Q2’13 to 2,762 Headcount rose 5% versus Q1’14 Continued growth in number of employees in lower cost emerging markets EMC % rose to 49% from 43% in Q2’13 Additional hiring planned for second half 2014 and 2015 88 90 94 102 103 2,346 2,480 2,580 2,623 2,762 2,000 2,200 2,400 2,600 2,800 3,000 $65 $75 $85 $95 $105 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Employees Total Compensation Expense (in millions) Compensation Headcount Quarterly Compensation Expense and Headcount 10

2014 MSCI Inc. All rights reserved. msci.com 11 Non-Compensation Expense (Dollars in millions) Non-Compensation expense rose 31% YoY 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 services and recruiting costs also contributed to the increase Quarterly Non-Compensation Expense +31% 11

2014 MSCI Inc. All rights reserved. msci.com 12 Income from continuing operations increased 1% Diluted EPS from continuing operations increased 4% to $0.48 Net Income rose 76% to $108 million Adjusted EBITDA1 remainedconstant at $106 million Adjusted EPS2 increased 6% to $0.55 Q2’14 tax rate from continuing operations of 32.4% 4% 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, and the lease exit charge. Please see page 17 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 the lease exit charge. Please see page 16 for reconciliation. $ per share +4 +6% Diluted EPS from Continuing Ops and Adjusted EPS2 Income from Continuing Operations and Adj. EBITDA1 0% $ in millions +1% 12

2014 MSCI Inc. All rights reserved. msci.com (Dollars in millions) June 30, 2014 December 31, 2013 Total cash and cash equivalents $683 $358 Current maturities of long-term debt $20 $20 Long-term debt, net of current maturities $778 $788 Total $798 $808 Q2'14 H1'14 Net Cash from Operations $69 $94 Select Non-Operating Cash Out-Flows Proceeds from ISS sale, net of $5 million of cash provided $363 $363 Capital expenditures (including software development costs) $12 $22 Debt repayment $5 $10 As of 13 Select Balance Sheet and Cash Flow Items 13

2014 MSCI Inc. All rights reserved. msci.com Key Guidance Updated 14 2014 Adjusted EBITDA expenses1 projected to be in the range of $595- $605 million Cash Flow from Operations projected to be $275-$325 million in 2014 2014 Capital expenditures projected to be $50-$55 million Full Year 2014 tax rate expected to be in the range of 36%1 Adjusted EBITDA expenses represent operating expenses, less depreciation and amortization and the lease exit charge. Please see page 18 for a 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 and the lease exit charge. 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 the lease exit charge. Adjusted EBITDA expenses represent operating expenses, less depreciation and amortization and the lease exit charge. We believe that adjusting for 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. Additionally, we believe that adjusting for income from discontinued operations, net of income tax, provides investors with a meaningful trend of results for our continuing operations. Finally, we believe that adjusting for one time and non-recurring expenses such as the lease exit charge is useful to management and investors because it allows for an evaluation of MSCI’s underlying operating performance. We believe that the non-GAAP financial measures presented in this earnings presentation facilitate meaningful period-to-period comparisons and provide a baseline for the evaluation of future results. Adjusted EBITDA, Adjusted EBITDA expenses, 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 for ETF fees, the market value on the last trading day of the period, and for non-ETF funds and futures and options, 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 for a period are calculated by annualizing the cancellations for which we have received a notice of termination or we believe there is an intention to not renew during the period and we believe that such notice or intention evidences the client’s final decision to terminate or not renew the applicable 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 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 cancellations in the period are reduced by the amount of product swaps. 15

2014 MSCI Inc. All rights reserved. msci.com 16 Reconciliation to Adjusted Net Income and Adjusted EPS Three Months Ended Six Months Ended June 30, June 30, March 31, June 30, June 30, In thousands, except per share data 2014 2013 2014 2014 2013 Net Income 107,660 $ 61,053 $ 80,399 $ 188,059 $ 119,990 $ Less: Income from discontinued operations, net of income taxes (50,857) $ (4,912) $ (33,253) $ (84,110) $ (10,891) $ Income from continuing operations 56,803 $ 56,141 $ 47,146 $ 103,949 $ 109,099 $ Plus: Amortization of intangible assets 11,442 11,222 11,270 22,712 22,388 Plus: Lease exit charge - (365) - - (365) Less: Income tax effect (3,689) (3,629) (4,044) (7,733) (6,825) Adjusted net income 64,556 $ 63,369 $ 54,372 $ 118,928 $ 124,297 $ Diluted EPS 0.91 $ 0.50 $ 0.68 $ 1.59 $ 0.98 $ Less: Earnings per diluted common share from discontinued operations (0.43) (0.04) (0.28) (0.71) (0.09) Earnings per diluted common share from continuing operations 0.48 0.46 0.40 0.88 0.89 Plus: Amortization of intangible assets 0.10 0.09 0.09 0.19 0.18 Plus: Lease exit charge Less: Income tax effect (0.03) (0.03) (0.03) (0.06) (0.05) Adjusted EPS 0.55 $ 0.52 $ 0.46 $ 1.01 $ 1.02 $ 16

2014 MSCI Inc. All rights reserved. msci.com 17 Reconciliation to Adjusted EBITDA June 30, June 30, March 31, June 30, June 30, In thousands 2014 2013 2014 2014 2013 Net Income 107,660 $ 61,053 $ 80,399 $ 188,059 $ 119,990 $ Less: Income from discontinued operations, net of income taxes (50,857) $ (4,912) $ (33,253) $ (84,110) $ (10,891) $ Income from continuing operations 56,803 $ 56,141 $ 47,146 $ 103,949 $ 109,099 $ Plus: Provision for income taxes 27,280 27,763 26,385 53,665 48,995 Plus: Other expense (income), net 4,448 5,985 5,974 10,422 14,686 Operating income 88,531 $ 89,889 $ 79,505 $ 168,036 $ 172,780 $ Plus: Depreciation and amortization of property, equipment and leasehold improvements 5,921 4,774 5,828 11,749 9,371 Plus: Amortization of intangible assets 11,442 11,222 11,270 22,712 22,388 Plus: Lease exit charge - (365) - - (365) Adjusted EBITDA 105,894 $ 105,520 $ 96,603 $ 202,497 $ 204,174 $ Three Months Ended Six Months Ended 17

2014 MSCI Inc. All rights reserved. msci.com 18 Reconciliation to Adjusted EBITDA Expenses Full Year June 30, June 30, March 31, June 30, June 30, 2014 In thousands 2014 2013 2014 2014 2013 Outlook Total operating expenses 165,695 $ 138,534 $ 160,183 $ 325,878 $ 275,112 $ $665,000 - $677,000 Less: Depreciation and amortization of property, equipment and leasehold improvements, and Amortization of intangible assets 17,363 15,996 17,098 34,461 31,759 70,000 - 72,000 Less: Lease exit charge - (365) (365) - Adjusted EBITDA expenses 148,332 $ 122,903 $ 143,085 $ 291,417 $ 243,718 $ $595,000 - $605,000 Three Months Ended Six Months Ended 18