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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): October 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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On October 30, 2014, MSCI Inc. (the “Registrant”) released financial information with respect to its third quarter ended September 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, October 30, 2014 at 11:00 a.m. Eastern Time, is furnished as Exhibit 99.2 to this Current Report on Form 8-K (this “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.

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 Third Quarter 2014

NEW YORK--(BUSINESS WIRE)--October 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 third quarter and nine months ended September 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 refer to the comparable period in 2013, unless otherwise noted.)

• Operating revenues increased 10.1% to $251.7 million for third quarter 2014.
• Income from continuing operations increased 3.6% to $51.7 million for third quarter 2014 and Diluted EPS from continuing operations increased 4.8% to $0.44.
• Net income declined 6.5% to $51.7 million for third quarter 2014, and Diluted EPS decreased 4.3% to $0.44.
• Adjusted EBITDA¹ increased 1.4% to $102.0 million for third quarter 2014.
• Adjusted EPS² increased 6.4% to $0.50 for third quarter 2014.
• Run Rate grew 9.7% to $1,001.2 million for third quarter 2014.
• MSCI’s Board declared the company’s first regular quarterly cash dividend, of $0.18 per share of common stock.
• MSCI increased its share repurchase authorization to $850 million. As part of that authorization, MSCI entered into a $300 million accelerated share repurchase agreement and received an initial delivery of 4.5 million shares of common stock.

“We are pleased with the strong operating results MSCI generated in the third quarter of 2014, reflecting solid execution of our strategy and the investments we have been making in product development, sales and marketing, and client service,” said Henry A. Fernandez, Chairman and CEO. “MSCI is benefiting from market leading flows into MSCI-linked ETFs, which we attribute to our decision to increase our focus on ETF providers. Another driver of our growth is the increase in retention rates, which reflects our investments in client service.”

“MSCI is focused intently on capital efficiency,” Fernandez continued. “During the quarter, we announced a plan to return $1 billion to shareholders by 2016 via a regular dividend and a stepped up buy-back program. We took the first step in implementing that program with a $300 million ASR that lowered our share count immediately by 4.5 million shares.”

Operating Revenues – See Table 4

Operating revenues for the three months ended September 30, 2014 (“third quarter 2014”) increased $23.1 million, or 10.1%, to $251.7 million compared to $228.6 million for the three months ended September 30, 2013 (“third quarter 2013”). Third quarter 2014 recurring subscription revenues rose $10.7 million, or 5.6%, to $199.9 million, asset-based fees increased $9.9 million, or 26.8%, to $46.7 million and non-recurring revenues rose $2.5 million to $5.1 million.

Operating Expenses – See Table 6

Total operating expenses from continuing operations rose $22.9 million, or 15.8%, to $167.6 million from third 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 17.9% to $105.9 million for third quarter 2014, driven by an increase in overall headcount of 16.0%. Employees located in emerging market centers represent 50% of the workforce, up from 45% at the end of third quarter 2013.
• Non-compensation costs excluding depreciation and amortization: Non-compensation costs rose 14.6% to $43.8 million for third quarter 2014 primarily reflecting increases in professional services, information technology and occupancy costs, among other items.
• Depreciation and amortization: Amortization of intangible assets totaled $11.6 million for third quarter 2014, an increase of 3.4% compared to third quarter 2013. Depreciation and amortization of property, equipment and leasehold improvements rose 16.5% to $6.3 million, primarily reflecting higher depreciation associated with investment in information technology infrastructure.

Other Expense (Income), Net

Other expense (income), net for third quarter 2014 was $4.0 million, a decline of $2.1 million from third quarter 2013, driven primarily by an increase in non-recurring income.

Provision for Income Taxes – Continuing Operations

The provision for income tax expense was $28.3 million for third quarter 2014, compared with $27.8 million for third quarter 2013. The effective tax rate for third quarter 2014 was 35.3% versus 35.8% a year ago.

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

Income from continuing operations increased $1.8 million, or 3.6%, to $51.7 million for third quarter 2014. Diluted EPS from continuing operations was $0.44, up 4.8%, aided in part by a 2.8% decline in weighted average shares outstanding.

Adjusted Net Income, which excludes the after-tax impact of discontinued operations and the amortization of intangible assets, increased $2.1 million, or 3.6%, to $59.2 million. Adjusted EPS, which excludes the after-tax, per diluted share impact of discontinued operations and the amortization of intangible assets, increased 6.4%, to $0.50.

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, and depreciation and amortization was $102.0 million, up 1.4% from third quarter 2013. The Adjusted EBITDA margin decreased to 40.5% from 44.0%.

See Table 11 titled “Reconciliation of Adjusted EBITDA to Net Income (unaudited)” and “Notes Regarding the Use of Non-GAAP Financial Measures” below.

Acquisition of GMI

On August 11, 2014, MSCI completed the previously announced acquisition of Governance Holdings Co. (“GMI”) for a purchase price of $15.5 million. Results from the acquisition are now reported as part of the Index and ESG product lines. The acquisition is not expected to have a material impact on MSCI’s results of operations.

Net Income and Earnings per Share

Net income was $51.7 million for third quarter 2014, down 6.5% from third quarter 2013. Diluted EPS was $0.44 for third quarter 2014, down from $0.46 for third quarter 2013. The decline was driven by the disposition of ISS, which was sold in second quarter 2014 and contributed $5.4 million to third quarter 2013 net income.

Enhanced Capital Return Plan

On September 17, 2014, MSCI's Board of Directors approved a plan to initiate a quarterly cash dividend and significantly increased the company’s share repurchase authorization to $850 million from $300 million. This enhanced capital return plan is expected to return approximately $1 billion to MSCI shareholders by the end of 2016.

• Declaration of Dividend: The Board of Directors of MSCI declared a regular quarterly cash dividend, the first in the company’s history, of $0.18 per share of common stock payable on October 31, 2014 to shareholders of record as of the close of trading on October 15, 2014. MSCI expects the initial annual dividend rate to be $0.72 per share.
• Share Repurchase Activity: As part of the share repurchase authorization discussed above, MSCI entered into an accelerated share repurchase (“ASR”) agreement with Goldman Sachs. Under this ASR agreement, MSCI paid Goldman Sachs $300 million in cash and received delivery of 4.5 million shares of its common stock. Additional shares may be delivered to MSCI at or prior to maturity of the ASR agreement in second quarter 2015.

Potential Refinancing of Existing Debt

MSCI is exploring refinancing its existing $795 million of variable rate, senior secured, long-term debt due December 2018. The goal of the potential refinancing would be to increase our financial flexibility, take advantage of the current low interest rate environment and decrease our exposure to interest rate changes. Assuming current market rates and that MSCI refinances all of its outstanding debt, the Company expects its annual interest expense to significantly increase from its third quarter 2014 annualized expense of $22 million. Any such refinancing is subject to market and other conditions, and there can be no assurance that MSCI will be able to refinance on terms and conditions acceptable to the Company.

Key Operating Metrics – See Tables 8, 9, 10

Total Run Rate grew by $88.3 million, or 9.7%, to $1,001.2 million as of September 30, 2014 compared to September 30, 2013. Total subscription Run Rate grew by $57.5 million, or 7.5%, to $823.4 million as of September 30, 2014 compared to September 30, 2013. Excluding the impact of foreign currency changes and GMI, subscription Run Rate grew by 7.6% as the negative impact of changes in foreign currency were offset by the acquisition of GMI.

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.

MSCI’s forward looking guidance for fiscal year 2014 remains unchanged from the previous guidance.

• 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. (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.
• Full year 2014 cash flow from operations is expected to be in the range of $275 million to $325 million.
• Annual rate of Adjusted EBITDA Expenses growth is expected to decline in 2015 versus the 17-19% growth implied by our 2014 Adjusted EBITDA Expenses guidance.

Conference Call Information

Investors will have the opportunity to listen to MSCI Inc.'s senior management review third quarter 2014 results on Thursday, October 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 November 1, 2014. To listen to the recording, visit http://ir.msci.com/events.cfm, or dial 1-800-585-8367 (passcode: 20929993) within the United States. International callers dial 1-404-537-3406 (passcode: 20929993).

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 subscribe to the notification service available through our website by visiting the “Email Alert Subscription” webpage 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

Third Quarter 2014 Earnings Presentation October 30, 2014 MSCI

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 risks and uncertainties that could materially affect actual results, levels of activity, performance or achievements, please see the most recent Annual Report on Form 10‐K for the fiscal year ended December 31, 2013 of MSCI Inc. (the “Company”) and its other periodic or current reports filed with the SEC. Any forward‐looking statements included in this presentation reflect the Company’s view as of the date of this 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. �� Notes and definitions relating to non‐GAAP measures and operating metrics used in this presentation, as well as definitions of Run Rate, Retention Rate and Organic Subscription Run Rate Growth ex FX, are provided on page 16. �� Due to the sale of Institutional Shareholder Services Inc. (“ISS”) and the Center for Financial Research and Analysis product line, 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 and 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

Summary of Third Quarter 2014 Results Strong Financial Results Operating revenues increased 10% to $252 million Net Income declined 7% to $52 million and Diluted EPS fell 4% to $0.44 due to sale of ISS Adjusted EBITDA1 rose 1% despite impact of investments Adjusted EPS2 increased 6% to $0.50 Strong Operating Results Run Rate grew 10% to $1 billion Retention rates rose to 95% in Q3 and to 94% YTD New product development starting to accelerate Announced $1 billion capital return plan First‐ever regular quarterly dividend to be paid on October 31 $300 million ASR commencing in September 2014 lowered share count by 4.5 million shares $550 million of additional buybacks planned before the end of 2016 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 18 for reconciliation of Adjusted EBITDA as a non‐GAAP measure. 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 17 for reconciliation of Adjusted EPS as a non‐GAAP measure. 3

Breakdown of Q3’13 vs Q3’14 Revenue Growth 4 (in millions; percentage changes refer to the comparable period in 2013) Year‐over‐Year Change in Revenues by Type $228.6 $251.7 $10.7 $9.9 $2.5 $200 $210 $220 $230 $240 $250 $260 Q3'13 revenue Subscription revenue Asset‐based fees Non‐recurring revenue Q3'14 revenue 5.6% 26.8% 95.5% Year‐over‐Year Change in Revenues by Product $228.6 $251.7 $18.8 $4.2 $0.1 $200 $210 $220 $230 $240 $250 $260 Q3'13 revenue Index & ESG Risk Management Analytics Portfolio Management Analytics Q3'14 revenue 14.5% 5.8% 0.2%

10% 11% 12% 7% 8% 8% 8% ‐2% 2% 28% 25% 21% 34% 21% 8% 9% 14% 10% 10% 12% 10% ‐5% 5% 15% 25% 35% Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Subscription Total ABF MSCI Total Run Rate Growth Trends: Q1’13‐Q3’14 Year‐over‐Year Run Rate Growth as Reported Year‐over‐Year Subscription Run Rate Growth As Reported vs Growth ex‐impact of FX and Acquisitions 4% 4% 5% 6% 7% 7% 8% 10% 11% 12% 7% 8% 8% 8% 0% 2% 4% 6% 8% 10% 12% 14% Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Organic Subscription Run Rate Growth ex FX Subscription Growth as Reported 1 1 Organic Subscription Run Rate Growth ex FX is the Run Rate growth, excluding changes in foreign currency and the first year impact of any acquisitions. Please see page 16 for additional information. 5

Summary of Third Quarter 2014 Operating Metrics 6 (in millions) �� Run Rate grew by 10% to $1 billion versus Q3’13 �� Subscription Run Rate grew by 8% �� Asset‐based fee Run Rate grew by 21% �� Impact of GMI acquisition offset FX impact on subscription Run Rate �� Total sales of $31 million, up 4% versus Q3’13 �� Sales grew in all major product lines �� Aggregate Retention Rate improved to 95% in Q3’14 �� Retention rates increased in all major product lines �� YTD retention rate rose to 94% MSCI Total Run Rate $766 $823 $147 $178 $913 $1,001 $550 $650 $750 $850 $950 $1,050 Q3'13 Q3'14 Subscription ABF Subscription RR Growth: + 8% ABF RR Growth: + 21 % Total Sales and Retention Q3'13 Q3'14 % Chg 9M'13 9M'14 % Chg Recurring Subscription Sales 27 $ 26 $ ‐2% 80 $ 86 $ 7% Non‐Recurring Sales 3 5 56% 14 15 9% Total Sales 30 $ 31 $ 4% 94 $ 101 $ 8% Aggregate Retention Rate 93% 95% 2% 92% 94% 2%

10% 9% 9% 10% 10% 11% 11% 24% 23% 23% 10% 11% 12% 13% 0% 5% 10% 15% 20% 25% Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Organic Subscription Run Rate Growth ex FX Subscription Growth as Reported Index and ESG Products 7 (in millions) Third Quarter Highlights: �� Revenues grew 15% to $148 million versus Q3’13 �� Subscription revenues grew by 10% �� Organic subscription growth of 9% �� Run Rate grew by 15% to $583 million versus Q3’13 �� Subscription Run Rate grew by 13%, or by 11% ex‐impact of GMI and FX �� Asset‐based fee Run Rate rose 21% �� Aggregate Retention Rate strong at 95% in Q3’14 and YTD �� 15 new index families launched to date in 2014 – more than twice the pace of 2013 $360 $405 $147 $178 $507 $583 $‐ $100 $200 $300 $400 $500 $600 $700 Q3'13 Q3'14 Run Rate $93 $102 $37 $47 $130 $148 $‐ $20 $40 $60 $80 $100 $120 $140 $160 Q3'13 Q3'14 Revenue Index and ESG Subscription Run Rate Trends 1 Index and ESG Run Rate and Revenues 1 Organic Subscription Run Rate Growth ex FX is the Run Rate growth, excluding changes in foreign currency and the first year impact of any acquisitions. Please see page 16 for additional information.

Asset‐Based Fees 8 Third Quarter Highlights: �� Revenues grew 27% to $47 million �� Benefited from strong inflows into ETFs and increases in non‐ETF passive funds �� Asset‐based fee Run Rate rose 21% to $178 million �� 3.5 average basis point fee at quarter‐end �� Total ETF AUM increased by 25% to $378 billion at the end of Q3’14 �� $75 billion change comprised of inflows of $65 billion and market appreciation of $10 Billion �� 83 ETFs1 based on MSCI indexes launched in YTD �� Almost 30% of all equity ETFs launched worldwide through September 2014 �� 25 new ETF launches in Q3’14 ABF Revenues vs. ETF AUM $37M $47M $15 $20 $25 $30 $35 $40 $45 $50 ABF Revenues Q3'13 Q3'14 $303 $378 $100 $150 $200 $250 $300 $350 $400 $450 ETF AUM (in millions) (in billions) Quarterly Change in AUM of MSCI‐Linked ETFs BN BN 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. $11 $1 $15 ($17) $19 $7 $23 $16 $30 $8 $38 ($1) $(20) $(10) $‐ $10 $20 $30 $40 Q4'13 Q1'14 Q2'14 Q3'14 (in billions) Appreciation (Depreciation) Cash Inflow (Outflow)

3% 4% 5% 6% 6% 4% 5% 5% 7% 9% 10% 7% 5% 3% 0% 2% 4% 6% 8% 10% 12% Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Organic Subscription Run Rate Growth ex FX Subscription Growth as Reported $301 $73 $311 $77 $‐ $50 $100 $150 $200 $250 $300 $350 Run Rate Revenues Q3'13 Q3'14 9 Risk Management Analytics Risk Mgmt. Analytics Run Rate and Revenues (in millions) Third Quarter Highlights: �� Revenues grew by 6% to $77 million versus Q3’13 �� Run Rate grew by 3% to $311 million versus Q3’13 �� Run Rate growth of 5% excluding impact of FX changes �� Total sales of $11 million in Q3’14, up 4% versus Q3’13 �� Total sales up slightly for 9M’14 �� Aggregate Retention Rate improved to 94% for Q3’14 �� Retention rate was 92% YTD �� Enhancements to RiskManager and BarraOne platforms continued Risk Mgmt. Analytics Run Rate Trends 1 1 Organic Subscription Run Rate Growth ex FX is the Run Rate growth, excluding changes in foreign currency and the first year impact of any acquisitions. Please see page 16 for additional information.

‐8% ‐8% ‐7% ‐4% ‐2% 2% 3% ‐10% ‐11% ‐10% ‐6% ‐2% 2% 2% ‐12% ‐8% ‐4% 0% 4% Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Organic Subscription Run Rate Growth ex FX Subscription Growth as Reported $105 $26 $107 $26 $‐ $20 $40 $60 $80 $100 $120 $140 Run Rate Revenues Q3'13 Q3'14 10 Portfolio Management Analytics (in millions) Third Quarter Highlights: �� Revenues were flat at $26 million �� Run Rate grew by 2% to $107 million versus Q3’13 �� Excluding impact of FX, Run Rate grew by 3% �� Total sales of $3 million, up 13% from prior year �� New products drove sales growth, offsetting declines in legacy products �� Aggregate Retention Rate improved to 94% in Q3’14 from 89% in Q3’13 �� 13 new market models introduced to date in 2014 Portfolio Mgmt. Analytics Run Rate and Revenues Portfolio Mgmt. Analytics Run Rate Trends 1 1 Organic Subscription Run Rate Growth ex FX is the Run Rate growth, excluding changes in foreign currency and the first year impact of any acquisitions. Please see page 16 for additional information.

11 Adjusted EBITDA Expenses1 2014 Adjusted EBITDA Expenses1 (in millions) 1 Adjusted EBITDA Expenses represent operating expenses, less depreciation and amortization and the lease exit charge. Please see page 19 for a reconciliation of Adjusted EBITDA Expenses as a non‐GAAP measure. �� Adjusted EBITDA Expenses1 increased 17% to $150 million versus Q3’13 143 148 150 18% 21% 17% 10% 12% 14% 16% 18% 20% 22% 24% $138 $140 $142 $144 $146 $148 $150 $152 Q1'14 Q2'14 Q3'14 Dollars in Millions Adjusted EBITDA Expenses YOY Growth Percentage Breakdown of 2014 Adjusted EBITDA Expenses1 Increase Client Service 8% Corp Infra 12% Product Development & Support 63% Sales & Marketing 17%

12 Summary of Profitability Metrics 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 18 for reconciliation of Adjusted EBITDA as a non‐GAAP measure. 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 17 for reconciliation of Adjusted EPS as a non‐GAAP measure. $ per share +5% +6% +1% $ in millions ‐7% Net Income and Adj. EBITDA1 Diluted EPS from Continuing Ops and Adjusted EPS2 �� Net Income fell 7% to $52 Million �� Adjusted EBITDA1 rose 1% to $102 million �� Income from continuing operations increased 4% �� Diluted EPS from continuing operations increased 5% to $0.44 �� Adjusted EPS2 increased 6% to $0.50 �� Q3’14 tax rate from continuing operations of 35% �� 3% decrease in diluted weighted average shares outstanding 1 2 $ in millions -7% +1% $120 $101 $102 $100 $80 $55 $52 $60 $40 $20 Q3’13 Q3’14 Net Income Adj. EBITDA $ per share +5% +6% $0.55 $0.50 $0.45 $0.40 $0.35 $0.30 $0.42 $0.47 $0.44 $0.50 Diluted EPS from Continuing Operations Adjusted EPS

Sept. 30, 2014 December 31, 2013 Total cash and cash equivalents $448 $358 Current maturities of long‐term debt $20 $20 Long‐term debt, net of current maturities $773 $788 Total $793 $808 Q3'14 9M'14 Net Cash from Operations $108 $202 Select Non‐Operating Cash Inflows / (Outflows) Proceeds from ISS sale, net of $5 million of cash provided ‐ $363 Capital expenditures (including software development costs) ($20) ($42) Debt repayment ($5) ($15) Accelerated Share Repurchase Agreements ($300) ($400) Acquisition of GMI ($15) ($15) As of 13 Select Balance Sheet and Cash Flow Items (in millions)

14 Key Guidance: No Change �� 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 approximately 36% �� Rate of Adjusted EBITDA Expenses1 growth is expected to decline in 2015 versus the 17‐19% growth implied by our 2014 Adjusted EBITDA Expenses1 guidance 1 Adjusted EBITDA Expenses represent operating expenses, less depreciation and amortization and the lease exit charge. Please see page 19 for a reconciliation of Adjusted EBITDA Expenses as a non‐GAAP measure.

Summary of Third Quarter 2014 Results 15 Strong Financial Results �� Operating revenues increased 10% to $252 million �� Net Income declined 7% to $52 million and Diluted EPS fell 4% to $0.44 due to sale of ISS �� Adjusted EBITDA1 rose 1% despite impact of investments �� Adjusted EPS2 increased 6% to $0.50 Strong Operating Results �� Run Rate grew 10% to $1 billion �� Retention rates rose to 95% in Q3 and to 94% YTD �� New product development starting to accelerate Announced $1 billion capital return plan �� First‐ever regular quarterly dividend to be paid on October 31 �� $300 million ASR commencing in September 2014 lowered share count by 4.5 million shares �� $550 million of additional buybacks planned before the end of 2016 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 18 for reconciliation of Adjusted EBITDA as a non‐GAAP measure. 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 17 for reconciliation of Adjusted EPS as a non‐GAAP measure.

16 Use of Non‐GAAP Financial Measures and Operating Metrics �� MSCI Inc. 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 fees related to 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. �� Organic Subscription Run Rate Growth ex FX is defined as the period over period Run Rate growth, excluding the impact of changes in foreign currency. Changes in foreign currency are calculated by applying the end of period currency exchange rate from the comparable prior period to current period foreign currency denominated Run Rate. This metric also excludes the impact on the growth in subscription Run Rate of the acquisitions of IPD, InvestorForce and GMI for their respective first year of operations as part of MSCI. �� 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.

17 Reconciliation to Adjusted Net Income and Adjusted EPS Three Months Ended Nine Months Ended Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30, In thousands, except per share data 2014 2013 2014 2014 2013 Net Income 51,714 $ 55,310 $ 107,660 $ 239,773 $ 175,300 $ Less: Income from discontinued operations, net of income taxes 10 $ (5,374) $ (50,857) $ (84,100) $ (16,265) $ Income from continuing operations 51,724 $ 49,936 $ 56,803 $ 155,673 $ 159,035 $ Plus: Amortization of intangible assets 11,574 11,193 11,442 34,286 33,581 Plus: Lease exit charge - - - - (365) Less: Income tax effect (4,090) (3,990) (3,689) (11,823) (10,815) Adjusted net income 59,208 $ 57,139 $ 64,556 $ 178,136 $ 181,436 $ Diluted EPS 0.44 $ 0.46 $ 0.91 $ 2.03 $ 1.44 $ Less: Earnings per diluted common share from discontinued operations - (0.04) (0.43) (0.71) (0.13) Earnings per diluted common share from continuing operations 0.44 0.42 0.48 1.32 1.31 Plus: Amortization of intangible assets 0.10 0.09 0.10 0.29 0.28 Plus: Lease exit charge - - - - - Less: Income tax effect (0.04) (0.04) (0.03) (0.10) (0.10) Adjusted EPS 0.50 $ 0.47 $ 0.55 $ 1.51 $ 1.49 $

18 Reconciliation to Adjusted EBITDA . Three Months Ended Nine Months Ended Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30, In thousands 2014 2013 2014 2014 2013 Net Income 51,714 $ 55,310 $ 107,660 $ 239,773 $ 175,300 $ Less: Income from discontinued operations, net of income taxes 10 $ (5,374) $ (50,857) $ (84,100) $ (16,265) $ Income from continuing operations 51,724 $ 49,936 $ 56,803 $ 155,673 $ 159,035 $ Plus: Provision for income taxes 28,272 27,804 27,280 81,937 76,799 Plus: Other expense (income), net 4,040 6,164 4,448 14,462 20,850 Operating income 84,036 $ 83,904 $ 88,531 $ 252,072 $ 256,684 $ Plus: Depreciation and amortization of property, equipment and leasehold improvements 6,342 5,443 5,921 18,091 14,814 Plus: Amortization of intangible assets 11,574 11,193 11,442 34,286 33,581 Plus: Lease exit charge - - - - (365) Adjusted EBITDA 101,952 $ 100,540 $ 105,894 $ 304,449 $ 304,714 $

19 Reconciliation to Adjusted EBITDA Expenses Full Year Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30, 2014 In thousands 2014 2013 2014 2014 2013 Outlook Total operating expenses 167,625 $ 144,704 $ 165,695 $ 493,503 $ 419,816 $ $665,000 - $677,000 Less: Depreciation and amortization of property, equipment and leasehold improvements, and Amortization of intangible assets 17,916 16,636 17,363 52,377 48,395 70,000 - 72,000 Less: Lease exit charge - - - - (365) - Adjusted EBITDA expenses 149,709 $ 128,068 $ 148,332 $ 441,126 $ 371,786 $ $595,000 - $605,000 Three Months Ended Nine Months Ended