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.