株探米国株
日本語 英語
エドガーで原本を確認する
0001289419false00012894192024-04-242024-04-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2024


MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)

Illinois
(State or other jurisdiction
of incorporation)
000-51280
(Commission
File Number)

36-3297908
(I.R.S. Employer
Identification No.)
22 West Washington Street
Chicago, Illinois
(Address of principal executive offices)

60602
(Zip Code)
(312) 696-6000
(Registrant’s telephone number, including area code)

N/A
(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:

    o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common stock, no par value MORN The Nasdaq Stock Market LLC







Item 2.02.    Results of Operations and Financial Condition.

On April 24, 2024, Morningstar, Inc. (the "Company" or "we") issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1. Additionally, on April 24, 2024, the Company published a Supplemental Presentation. A copy of the Supplemental Presentation is attached hereto as Exhibit 99.2. The Press Release and Supplemental Presentation shall be deemed furnished, not filed, for purposes of this Current Report on Form 8-K (this "Report").

Item 7.01.    Regulation FD Disclosure.

On April 24, 2024, the Company published a Shareholder Letter. The Shareholder Letter is included as Exhibit 99.3 to this Report. The Shareholder Letter shall be deemed furnished, not filed, for purposes of this Report.

The information set forth under Item 2.02, "Results of Operations and Financial Condition" is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Report contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “consider,” “future,” “maintain,” “may,” “expect,” “potential,” “anticipate,” “believe,” “continue,” “will,” or the negative thereof, and similar expressions. These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. For us, these risks and uncertainties include, among others, failing to maintain and protect our brand, independence, and reputation; failure to prevent and/or mitigate cybersecurity events and the failure to protect confidential information, including personal information about individuals; compliance failures, regulatory action, or changes in laws applicable to our credit ratings operations, investment advisory, environmental, social, and governance (ESG) and index businesses; failing to innovate our product and service offerings, or anticipate our clients’ changing needs; the impact of artificial intelligence (AI) and related technologies on our business, legal and regulatory exposure profile and reputation; failing to detect errors in our products or the failure of our products to perform properly due to defects, malfunctions or similar problems; failing to recruit, develop, and retain qualified employees; prolonged volatility or downturns affecting the financial sector, global financial markets, and the global economy and its effect on our revenue from asset-based fees and our credit ratings business; failing to scale our operations and increase productivity in order to implement our business plans and strategies; liability for any losses that result from errors in our automated advisory tools or errors in the use of the information and data we collect; inadequacy of our operational risk management, business continuity programs and insurance coverage in the event of a material disruptive event; failing to efficiently integrate and leverage acquisitions and other investments, which may not realize the expected business or financial benefits, to produce the results we anticipate; failing to maintain growth across our businesses in today's fragmented geopolitical, regulatory and cultural world; liability relating to the information and data we collect, store, use, create, and distribute or the reports that we publish or are produced by our software products; the potential adverse effect of our indebtedness on our cash flows and financial and operational flexibility; challenges in accounting for tax complexities in the global jurisdictions which we operate in and their effect on our tax obligations and tax rates; and failing to protect our intellectual property rights or claims of intellectual property infringement against us. A more complete description of these risks and uncertainties, among others, can be found in our filings with the Securities and Exchange Commission (SEC), including our most recent Reports on Forms 10-K and 10-Q.
2



If any of these risks and uncertainties materialize, our actual future results and other future events may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties and assumptions in our future filings with the SEC on Forms 10-K, 10-Q and 8-K.


Item 9.01. Financial Statements and Exhibits.
    (d)    Exhibits:
Exhibit No. Description
104
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
_____________________________________________________________________________________


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MORNINGSTAR, INC.
Date: April 25, 2024 By:/s/ Jason Dubinsky
Name: Jason Dubinsky
Title: Chief Financial Officer
3

EX-99.1 2 exhibit991-pressrelease_03.htm EX-99.1 Document
image_0.jpg
image_1.jpg        News Release
22 West Washington Street         Telephone: +1 312 696-6000
Chicago                Facsimile: +1 312 696-6009
Illinois 60602                


FOR IMMEDIATE RELEASE
Morningstar, Inc. Reports First-Quarter 2024 Financial Results
CHICAGO, April 24, 2024 - Morningstar, Inc. (Nasdaq: MORN), a leading provider of independent investment insights, posted solid first-quarter revenue growth, driven by strength across its business.
“Morningstar celebrates its 40th anniversary next month,” said Kunal Kapoor, Morningstar's chief executive officer. “We’re proud of the difference we’ve made on behalf of investors, the long-term returns we have delivered for our shareholders, and the distinctive workplace we've built for our colleagues. With a strong start to 2024, we remain focused on our goal of generating durable, long-term growth."
The Company's quarterly shareholder letter provides more context on its quarterly results and business and can be found at shareholders.morningstar.com.
First-Quarter 2024 Financial Highlights
•Reported revenue increased 13.2% to $542.8 million compared to the prior-year period; organic revenue grew 12.9%.
•Reported operating income increased to $92.6 million from $24.5 million; adjusted operating income increased 113.9%.
•Diluted net income (loss) per share increased to $1.49 versus $(0.18); adjusted diluted net income per share increased 208.9% to $1.73.
•Cash provided by operating activities increased 300.0% to $93.6 million. Free cash flow increased to $59.5 million compared to negative $6.1 million in the prior-year period.

First-Quarter 2024 Results
Revenue increased 13.2% to $542.8 million on a reported basis and 12.9% on an organic basis versus the prior-year period, driven by strength across the business. Morningstar Data and Analytics, PitchBook, and Morningstar Credit were the biggest contributors to reported revenue growth.
Operating expense decreased 1.1% to $450.2 million. Excluding the impact of M&A-related expenses, amortization in both periods, and costs related to the transition of the Company's China activities in the prior-year period, operating expense increased 1.0% in the quarter.





The largest contributor to the decline in reported operating expense was professional fees, primarily due to lower expenses for third-party resources supporting M&A integration-related activity. This decrease was partially offset by increases in compensation and benefits.
First-quarter operating income was $92.6 million, compared to $24.5 million in the prior-year period. Adjusted operating income was $110.8 million, an increase of 113.9%. First-quarter operating margin was 17.1%, compared with 5.1% in the prior-year period. Adjusted operating margin was 20.4% in the first quarter of 2024, versus 10.8% in the prior-year period.
Net income (loss) in the first quarter of 2024 was $64.2 million, or $1.49 per diluted share, compared with net income (loss) of $(7.6) million, or $(0.18) per diluted share, in the first quarter of 2023. Adjusted diluted net income per share increased 208.9% to $1.73 in the first quarter of 2024, compared with $0.56 in the prior-year period.
The Company's income tax expense was $21.3 million, an increase of $12.9 million compared to the prior-year period. The Company's effective tax rate was 24.9% in the first quarter of 2024. The Company's prior-year period effective tax rate was not meaningful due to the low level of pretax income in the period.
Segment Highlights
Morningstar Data and Analytics
Morningstar Data and Analytics contributed $196.7 million to consolidated revenue and $16.9 million to consolidated revenue growth, with revenue increasing 9.4% in the first quarter versus the prior-year period, or 8.9% on an organic basis. Growth was primarily driven by strength in Morningstar Data and Morningstar Direct. Both product areas benefited from growth in North America and Europe, while managed investment data, including mutual fund data, continued to be a key driver of higher revenue for Morningstar Data. Morningstar Direct licenses increased 0.7%. Morningstar Advisor Workstation also made a positive contribution to growth in the quarter.
Morningstar Data and Analytics adjusted operating income increased 12.7% to $91.2 million, and adjusted operating margin increased 1.4 percentage points to 46.4% compared with the prior-year period.
PitchBook
PitchBook contributed $147.6 million to consolidated revenue and $16.5 million to consolidated revenue growth, with revenue increasing 12.6% on a reported and organic basis. Growth was primarily driven by the PitchBook platform with licensed users growing 10.5%. With the substantial completion of the Leveraged Commentary & Data (LCD) integration, LCD's core news, research, and data are now available on the platform. Legacy LCD clients are starting to successfully migrate to the PitchBook platform and are included in PitchBook licensed user counts. PitchBook platform growth drivers were consistent with recent quarters with revenue increasing primarily due to strength in PitchBook's core investor and advisor client groups which offset some softness in corporates.
Page 2 of 13



PitchBook segment adjusted operating income increased 31.6% to $40.0 million, and adjusted operating margin increased 3.9 percentage points to 27.1%.
Morningstar Wealth
Morningstar Wealth contributed $59.0 million to consolidated revenue and $4.1 million to consolidated revenue growth, with revenue increasing 7.5% in the first quarter versus the prior-year period, or 7.7% on an organic basis. Growth was primarily driven by Investment Management, supported by higher revenue for strategist model portfolios offered on third-party platforms and revenue growth for the international wealth platform.
Reported assets under management and advisement (AUMA) increased 12.3% to $57.6 billion compared with the prior-year period, helped by strong market performance which drove higher asset values. Positive net flows to Morningstar Managed Portfolios over the trailing 12 months primarily reflected strong net inflows outside the United States (U.S.). Those offset lower AUM for Institutional Asset Management which experienced significant expected outflows from a large institutional client.
Morningstar Wealth adjusted operating loss was $5.6 million, compared to a $14.6 million loss in the prior-year period and adjusted operating margin was negative 9.5%, compared with negative 26.6%. The loss narrowed compared to the prior-year period due in part to cost containment efforts, including targeted reorganizations in 2023 and a focus on discretionary expenses.
Morningstar Credit
Morningstar Credit contributed $60.3 million to consolidated revenue and $13.5 million to consolidated revenue growth, with revenue increasing 28.8% in the first quarter versus the prior-year period, or 27.9% on an organic basis. Growth was driven by higher revenue in the U.S., Canada, and Europe. Ratings-related revenue increased across asset classes, compared to a relatively soft prior-year period, with particular strength in U.S. commercial and residential mortgage-backed securities. Increased revenue from financial institution ratings also contributed to growth, as did higher corporate ratings revenue, especially in Europe.
Morningstar Credit adjusted operating income was $12.3 million, compared with a $4.0 million adjusted operating loss in the prior-year period and adjusted operating income margin was 20.4%, compared with negative 8.5% in the prior-year period.
Morningstar Retirement
Morningstar Retirement contributed $28.4 million to consolidated revenue and $3.2 million to consolidated revenue growth, with revenue increasing 12.7% in the first quarter versus the prior-year period on a reported and organic basis. AUMA increased 19.6% to $235.9 billion compared with the prior-year period, primarily driven by strong market performance.
Page 3 of 13



Net inflows to Managed Accounts over the trailing 12 months also contributed to higher AUMA, supported by participant growth and flows to Advisor Managed Accounts.
Morningstar Retirement adjusted operating income increased 26.8% to $14.2 million and adjusted operating margin increased 5.6 percentage points to 50.0%.
Corporate and All Other
Revenue attributable to Corporate and All Other contributed $50.8 million to consolidated revenue and $8.9 million to consolidated revenue growth, with revenue increasing 21.2% in the first quarter versus the prior-year period primarily driven by growth in Morningstar Indexes and Morningstar Sustainalytics.
The increase in Morningstar Indexes revenue was driven primarily by higher investable product revenue as market performance and net inflows over the trailing 12 months increased asset value linked to Morningstar Indexes by 13.3% to $190.2 billion. Morningstar Indexes licensed data sales also increased.
The increase in Morningstar Sustainalytics revenue was supported by growth in license-based revenue, primarily driven by regulatory use cases in Europe. Transaction-based revenue also grew due to increased issuance of sustainable bonds.
The impact of Corporate and All Other on consolidated adjusted operating income was negative $41.3 million, compared with negative $52.1 million in the prior-year period.
Balance Sheet and Capital Allocation
As of March 31, 2024, the Company had cash, cash equivalents, and investments totaling $409.1 million and $949.4 million of debt, compared with $389.0 million and $972.4 million, respectively, as of Dec. 31, 2023.
Cash provided by operating activities increased 300.0% to $93.6 million for the first quarter of 2024, compared to the prior-year period. Free cash flow increased to $59.5 million, compared to negative $6.1 million in the prior-year period. The increases in cash provided by operating activities and free cash flow were driven primarily by higher cash earnings. As previously disclosed, operating cash flows were negatively impacted in the prior year period by certain items totaling $11.4 million. In addition, the Company paid $17.3 million in dividends in the quarter.
2024 Annual Meeting of Shareholders
The Company's 2024 Annual Meeting of Shareholders will be held at 9 a.m. Central time on Friday, May 10, at Morningstar's corporate headquarters at 22 W. Washington St. in Chicago. If you would like to attend, either in person or virtually, please register here. The meeting will cover the official business described in Morningstar's 2024 proxy statement and include presentations from Morningstar's management team, along with a live question and answer session open to participants both in-person and online.
Page 4 of 13



Use of Non-GAAP Financial Measures
The tables at the end of this press release include a reconciliation of the non-GAAP financial measures used by the Company to comparable GAAP measures and an explanation of why the Company uses them.
Investor Communication
Morningstar encourages all interested parties — including securities analysts, current shareholders, potential shareholders, and others — to submit questions in writing. Investors and others may send questions about Morningstar’s business to investors@morningstar.com. Morningstar will make written responses to selected inquiries available to all investors at the same time in Form 8-Ks furnished to the SEC, periodically.
About Morningstar, Inc.
Morningstar, Inc. is a leading provider of independent investment insights in North America, Europe, Australia, and Asia. The Company offers an extensive line of products and solutions that serve a wide range of market participants, including individual and institutional investors in public and private capital markets, financial advisors and wealth managers, asset managers, retirement plan providers and sponsors, and issuers of fixed-income securities. Morningstar provides data and research insights on a wide range of investment offerings, including managed investment products, publicly listed companies, private capital markets, debt securities, and real-time global market data. Morningstar also offers investment management services through its investment advisory subsidiaries, with approximately $294 billion in AUMA as of March 31, 2024. The Company operates through wholly- or majority-owned subsidiaries in 32 countries. For more information, visit www.morningstar.com/company. Follow Morningstar on X (formerly known as Twitter) @MorningstarInc.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “consider,” “future,” “maintain,” “may,” “expect,” “potential,” “anticipate,” “believe,” “continue,” “will,” or the negative thereof, and similar expressions. These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect.
Page 5 of 13



For us, these risks and uncertainties include, among others, failing to maintain and protect our brand, independence, and reputation; failure to prevent and/or mitigate cybersecurity events and the failure to protect confidential information, including personal information about individuals; compliance failures, regulatory action, or changes in laws applicable to our credit ratings operations, investment advisory, environmental, social, and governance (ESG) and index businesses; failing to innovate our product and service offerings, or anticipate our clients’ changing needs; the impact of artificial intelligence (AI) and related technologies on our business, legal and regulatory exposure profile and reputation; failing to detect errors in our products or the failure of our products to perform properly due to defects, malfunctions or similar problems; failing to recruit, develop, and retain qualified employees; prolonged volatility or downturns affecting the financial sector, global financial markets, and the global economy and its effect on our revenue from asset-based fees and our credit ratings business; failing to scale our operations and increase productivity in order to implement our business plans and strategies; liability for any losses that result from errors in our automated advisory tools or errors in the use of the information and data we collect; inadequacy of our operational risk management, business continuity programs and insurance coverage in the event of a material disruptive event; failing to efficiently integrate and leverage acquisitions and other investments, which may not realize the expected business or financial benefits, to produce the results we anticipate; failing to maintain growth across our businesses in today's fragmented geopolitical, regulatory and cultural world; liability relating to the information and data we collect, store, use, create, and distribute or the reports that we publish or are produced by our software products; the potential adverse effect of our indebtedness on our cash flows and financial and operational flexibility; challenges in accounting for tax complexities in the global jurisdictions which we operate in and their effect on our tax obligations and tax rates; and failing to protect our intellectual property rights or claims of intellectual property infringement against us. A more complete description of these risks and uncertainties, among others, can be found in our filings with the Securities and Exchange Commission (SEC), including our most recent Reports on Forms 10-K and 10-Q. If any of these risks and uncertainties materialize, our actual future results and other future events may vary significantly from what we expect. We do not undertake to update our forward-looking statements as a result of new information, future events or otherwise, except as may be required by law. You are, however, advised to review any further disclosures we make on related subjects, and about new or additional risks, uncertainties and assumptions in our future filings with the SEC on Forms 10-K, 10-Q and 8-K.
# # #
Media Relations Contact:
Stephanie Lerdall, +1 312-244-7805, stephanie.lerdall@morningstar.com
Investor Relations Contact:
Sarah Bush, +1 312-384-3754, sarah.bush@morningstar.com
©2024 Morningstar, Inc. All Rights Reserved.
MORN-E
Page 6 of 13




Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income
Three months ended March 31,
(in millions, except per share amounts) 2024 2023 Change
Revenue $ 542.8  $ 479.7  13.2  %
Operating expense:
Cost of revenue 218.1  218.8  (0.3) %
Sales and marketing 104.6  107.6  (2.8) %
General and administrative 80.3  84.0  (4.4) %
Depreciation and amortization 47.2  44.8  5.4  %
Total operating expense 450.2  455.2  (1.1) %
Operating income 92.6  24.5  278.0  %
Operating margin 17.1  % 5.1  % 12.0 pp
Non-operating expense, net:
Interest expense, net
(11.5) (13.3) (13.5) %
Expense from equity method transaction, net
—  (11.8) NMF
Other income, net
5.9  2.7  118.5  %
Non-operating expense, net
(5.6) (22.4) (75.0) %
Income before income taxes and equity in investments of unconsolidated entities
87.0  2.1  NMF
Equity in investments of unconsolidated entities
(1.5) (1.3) 15.4  %
Income tax expense
21.3  8.4  153.6  %
Consolidated net income (loss)
$ 64.2  $ (7.6) NMF
Net income (loss) per share:
Basic $ 1.50  $ (0.18) NMF
Diluted $ 1.49  $ (0.18) NMF
Weighted average shares outstanding:
Basic 42.7  42.5 
Diluted 43.0  42.5 
_________________________________________________________________
NMF - Not meaningful, pp - percentage points
Page 7 of 13



Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in millions)   As of March 31, 2024 As of December 31, 2023
     
Assets    
Current assets:    
Cash and cash equivalents   $ 353.7  $ 337.9 
Investments   55.4  51.1 
Accounts receivable, net   326.2  343.9 
Income tax receivable, net
  —  0.6 
Other current assets   95.3  82.2 
Total current assets   830.6  815.7 
   
Goodwill 1,574.1  1,578.8 
Intangible assets, net 463.4  484.4 
Property, equipment, and capitalized software, net   210.8  207.7 
Operating lease assets 156.5  163.9 
Investments in unconsolidated entities   96.1  100.2 
Deferred tax assets, net
19.7  14.6 
Other assets   38.2  38.1 
Total assets   $ 3,389.4  $ 3,403.4 
   
Liabilities and equity  
Current liabilities:  
Deferred revenue $ 565.2  $ 517.7 
Accrued compensation 122.9  214.4 
Accounts payable and accrued liabilities   72.0  78.4 
Operating lease liabilities 34.7  36.4 
Current portion of long-term debt 32.1  32.1 
Other current liabilities   19.9  1.8 
Total current liabilities   846.8  880.8 
   
Operating lease liabilities
143.8  151.4 
Accrued compensation   23.3  23.7 
Deferred tax liabilities, net
  32.8  35.6 
Long-term debt   917.3  940.3 
Other long-term liabilities   42.3  43.8 
Total liabilities   2,006.3  2,075.6 
Total equity   1,383.1  1,327.8 
Total liabilities and equity   $ 3,389.4  $ 3,403.4 

Page 8 of 13



Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
    Three months ended March 31,
(in millions)   2024 2023
Operating activities    
Consolidated net income (loss)
$ 64.2  $ (7.6)
Adjustments to reconcile consolidated net income (loss) to net cash flows from operating activities
43.0  9.0 
Changes in operating assets and liabilities, net (13.6) 22.0 
Cash provided by operating activities 93.6  23.4 
Investing activities
Capital expenditures (34.1) (29.5)
Purchases of investments in unconsolidated entities (2.8) (0.1)
Other, net 10.2  28.9 
Cash used for investing activities
(26.7) (0.7)
Financing activities
Dividends paid (17.3) (15.9)
Repayments of debt
(113.1) (73.1)
Proceeds from debt
90.0  95.0 
Payment of acquisition-related earn-outs
—  (45.5)
Other, net (3.1) (9.3)
Cash used for financing activities
(43.5) (48.8)
Effect of exchange rate changes on cash and cash equivalents (7.6) 1.7 
Net increase (decrease) in cash and cash equivalents
15.8  (24.4)
Cash and cash equivalents-beginning of period 337.9  376.6 
Cash and cash equivalents-end of period $ 353.7  $ 352.2 

Page 9 of 13



Morningstar, Inc. and Subsidiaries
Supplemental Data (Unaudited)
Three months ended March 31,
(in millions) 2024 2023 Change Organic (1)
Morningstar Data and Analytics
Revenue
$ 196.7  $ 179.8  9.4  % 8.9  %
Adjusted Operating Income
91.2  80.9  12.7  %
Adjusted Operating Margin
46.4  % 45.0  % 1.4 pp
PitchBook
Revenue
$ 147.6  $ 131.1  12.6  % 12.6  %
Adjusted Operating Income
40.0  30.4  31.6  %
Adjusted Operating Margin
27.1  % 23.2  % 3.9 pp
Morningstar Wealth
Revenue
$ 59.0  $ 54.9  7.5  % 7.7  %
Adjusted Operating Income (Loss) (5.6) (14.6) (61.6) %
Adjusted Operating Margin
(9.5) % (26.6) % 17.1 pp
Morningstar Credit
Revenue
$ 60.3  $ 46.8  28.8  % 27.9  %
Adjusted Operating Income (Loss) 12.3  (4.0) NMF
Adjusted Operating Margin
20.4  % (8.5) % 28.9 pp
Morningstar Retirement
Revenue
$ 28.4  $ 25.2  12.7  % 12.7  %
Adjusted Operating Income
14.2  11.2  26.8  %
Adjusted Operating Margin
50.0  % 44.4  % 5.6 pp
Consolidated Revenue
Total Reportable Segments $ 492.0  $ 437.8  12.4  %
Corporate and All Other (2)
50.8  41.9  21.2  %
Total Revenue $ 542.8  $ 479.7  13.2  % 12.9  %
Consolidated Adjusted Operating Income
Total Reportable Segments $ 152.1  $ 103.9  46.4  %
Less: Corporate and All Other (3)
(41.3) (52.1) (20.7) %
Adjusted Operating Income $ 110.8  $ 51.8  113.9  %
Adjusted Operating Margin
20.4  % 10.8  % 9.6 pp
____________________________________________________________________________________________
(1) Organic revenue is a non-GAAP measure that excludes acquisitions, divestitures, the impacts of the adoption of new accounting standards or revisions to accounting practices, and the effect of foreign currency translations. In addition, the calculation of organic revenue growth by product revenue type compares the three months ended March 31, 2024 revenue to the prior periods on the basis of the updated classifications.

(2) Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues. Revenue from Morningstar Sustainalytics was $30.8 million and $27.3 million for the three months ended March 31, 2024 and 2023, respectively. Revenue from Morningstar Indexes was $20.0 million and $14.6 million for the three months ended March 31, 2024 and 2023, respectively.
(3) Corporate and All Other includes unallocated corporate expenses of $40.9 million and $36.1 million for the three months ended March 31, 2024 and 2023, respectively, as well as adjusted operating income (loss) from Morningstar Sustainalytics and Morningstar Indexes. Unallocated corporate expenses include certain finance, human resources, legal, marketing, and other management-related costs that are not considered when segment performance is evaluated.




Page 10 of 13




Morningstar, Inc. and Subsidiaries
Supplemental Data (Unaudited)
As of March 31,
AUMA (approximate) ($bil)
2024 2023 Change
Morningstar Retirement
Managed Accounts $ 136.1  $ 111.7  21.8  %
Fiduciary Services 57.8  50.6  14.2  %
Custom Models/CIT 42.0  34.9  20.3  %
Morningstar Retirement (total)
$ 235.9  $ 197.2  19.6  %
Investment Management
Morningstar Managed Portfolios $ 40.6  $ 34.0  19.4  %
Institutional Asset Management 7.3  9.7  (24.7) %
Asset Allocation Services 9.7  7.6  27.6  %
Investment Management (total) $ 57.6  $ 51.3  12.3  %
Asset value linked to Morningstar Indexes ($bil) $ 190.2  $ 167.8  13.3  %
Three months ended March 31,
2024 2023 Change
Average AUMA ($bil)
$ 289.7  $ 247.0  17.3  %




Page 11 of 13



Morningstar, Inc. and Subsidiaries
Reconciliations of Non-GAAP Measures with the Nearest Comparable GAAP Measures (Unaudited)
To supplement Morningstar’s condensed consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), Morningstar uses the following measures considered as non-GAAP by the Securities and Exchange Commission, including:
•consolidated revenue, excluding acquisitions, divestitures, adoption of new accounting standards or revisions to accounting practices (accounting changes), and the effect of foreign currency translations (organic revenue);
•consolidated operating income, excluding intangible amortization expense, all merger and acquisition (M&A)-related expenses (including M&A-related earn-outs), and expenses related to the significant reduction and shift of the Company's operations in China (adjusted operating income);
•consolidated operating margin, excluding intangible amortization expense, all M&A-related expenses (including M&A-related earn-outs), and expenses related to the significant reduction and shift of the Company's operations in China (adjusted operating margin);
•consolidated diluted net income (loss) per share, excluding intangible amortization expense, all M&A-related expenses (including M&A-related earn-outs), items related to the significant reduction and shift of the Company's operations in China, and certain non-operating gains/losses (adjusted diluted net income per share); and
•cash provided by or used for operating activities less capital expenditures (free cash flow).
These non-GAAP measures may not be comparable to similarly titled measures reported by other companies and should not be considered an alternative to any measure or performance as promulgated under GAAP.
Morningstar presents organic revenue because the Company believes this non-GAAP measure helps investors better compare period-over-period results, and Morningstar’s management team uses this measure to evaluate the performance of the business. Morningstar excludes revenue from acquired businesses from its organic revenue growth calculation for a period of 12 months after it completes the acquisition. For divestitures, Morningstar excludes revenue in the prior-year period for which there is no comparable revenue in the current period.
Morningstar presents adjusted operating income, adjusted operating margin, and adjusted diluted net income per share to show the effect of significant acquisition activity, better compare period-over-period results, and improve overall understanding of the underlying performance of the business absent the impact of M&A and the shift of Morningstar's operations in China.
In addition, Morningstar presents free cash flow solely as supplemental disclosure to help investors better understand how much cash is available after making capital expenditures. Morningstar's management team uses free cash flow to evaluate the health of its business. Free cash flow should not be considered an alternative to any measure required to be reported under GAAP (such as cash provided by (used for) operating, investing, and financing activities).
  Three months ended March 31,
(in millions)   2024 2023   Change
Reconciliation from consolidated revenue to organic revenue:  
Consolidated revenue   $ 542.8  $ 479.7  13.2  %
Less: acquisitions   —  —  —  %
Less: accounting changes —  —  —  %
Effect of foreign currency translations   (1.2) —  NMF
Organic revenue $ 541.6  $ 479.7  12.9  %
Reconciliation from consolidated operating income to adjusted operating income:  
Consolidated operating income   $ 92.6  $ 24.5  278.0  %
Add: Intangible amortization expense (1)
  17.7  17.5  1.1  %
Add: M&A-related expenses (2)
  0.5  4.2  (88.1) %
Add: M&A-related earn-outs (3) —  —  —  %
Add: Severance and personnel expenses (4) —  1.1  NMF
Add: Transformation costs (4)
—  4.2  NMF
Add: Asset impairment costs (4)
—  0.3  NMF
Adjusted operating income $ 110.8  $ 51.8  113.9  %
Reconciliation from consolidated operating margin to adjusted operating margin:  
Consolidated operating margin   17.1  % 5.1  % 12.0 pp
Add: Intangible amortization expense (1)   3.2  % 3.6  % (0.4) pp
Add: M&A-related expenses (2)   0.1  % 0.9  % (0.8) pp
Add: M&A-related earn-outs (3) —  % —  % 0.0 pp
Add: Severance and personnel expenses (4) —  % 0.2  % (0.2) pp
Add: Transformation costs (4) —  % 0.9  % (0.9) pp
Page 12 of 13



  Three months ended March 31,
(in millions)   2024 2023   Change
Add: Asset impairment costs (4) —  % 0.1  % (0.1) pp
Adjusted operating margin 20.4  % 10.8  % 9.6 pp
Reconciliation from consolidated diluted net income (loss) per share to adjusted diluted net income per share:
 
Consolidated diluted net income (loss) per share
  $ 1.49  $ (0.18) NMF
Add: Intangible amortization expense (1)   0.30  0.30  —  %
Add: M&A-related expenses (2)   0.01  0.07  (85.7) %
Add: M&A-related earn-outs (3) —  —  —  %
Add: Severance and personnel expenses (4) —  0.02  NMF
Add: Transformation costs (4) —  0.07  NMF
Add: Asset impairment costs (4) —  0.01  NMF
Less: Non-operating (gains) losses (5) (0.07) 0.27  NMF
Adjusted diluted net income per share
$ 1.73  $ 0.56  208.9  %
Reconciliation from cash provided by operating activities to free cash flow:
Cash provided by operating activities $ 93.6  $ 23.4  300.0  %
Capital expenditures (34.1) (29.5) 15.6  %
Free cash flow $ 59.5  $ (6.1) NMF
______________________________________________________________________
NMF - Not meaningful, pp - percentage points
(1) Excludes finance lease amortization expense of $0.3 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively.
(2) Reflects non-recurring expenses related to M&A activity including pre-deal due diligence, transaction costs, and post-close integration costs.
(3) Reflects the impact of M&A-related earn-outs included in operating expense.
(4) Reflects costs associated with the significant reduction of the Company's operations in Shenzhen, China, and the shift of work related to its global business functions to other Morningstar locations.
Severance and personnel expenses include severance charges, incentive payments related to early signing of severance agreements, transition bonuses, and stock-based compensation related to the accelerated vesting of restricted stock unit and market share unit awards. In addition, the reversal of accrued sabbatical liabilities is included in this category.
Transformation costs include professional fees and the temporary duplication of headcount. As the Company hired replacement roles in other markets and shifted capabilities, it employed certain Shenzhen-based staff through the transition period, which resulted in elevated compensation costs on a temporary basis.
Asset impairment costs include the write-off or accelerated depreciation of fixed assets in the Shenzhen, China office that were not redeployed, in addition to lease abandonment costs as the Company downsized its office space prior to the lease termination date.
(5) Non-operating (gains) losses in the three months ended March 31, 2024 and March 31, 2023, related to realized and unrealized gains and losses on investments. In addition, non-operating (gains) losses as of March 31, 2023 also includes expense from an equity method transaction, net.
Page 13 of 13
EX-99.2 3 morningstar_q1x2024xsupp.htm EX-99.2 morningstar_q1x2024xsupp
First-Quarter 2024 Supplemental Presentation April 24, 2024 This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “prospects,” or “continue.” These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. More information about factors that could affect Morningstar’s business and financial results are in our filings with the SEC, including our most recent Forms 8-K, 10-K, and 10-Q. Morningstar undertakes no obligation to publicly update any forward-looking statements as a result of new information, future events, or otherwise, except as required by law. In addition, this presentation references non-GAAP financial measures including, but not limited to, organic revenue, adjusted operating income, adjusted operating margin, adjusted operating expense, and free cash flow. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the appendix to this presentation and in our filings with the SEC, including our most recent Forms 8-K, 10-K and 10-Q. 2 2 Q1 2024 Financial Performance ($mil) $92.6$24.5 2423 $110.8 +13.2% +113.9% 2423 $542.8$479.7 2423 $51.8 $59.5 2423 ($6.1) Operating Income Free Cash Flow** Revenue Adjusted Operating Income* * 3 3 Adjusted operating income is a non-GAAP measure and excludes intangible amortization expense, other merger and acquisition (M&A) related expenses and earn-outs, and items related to the significant reduction and shift of the Company’s operations in China in 2023. **Free cash flow is a non-GAAP measure and is defined as cash provided by or used for operating activities less capital expenditures. See reconciliation tables in the appendix of this presentation. NMF+278.0% YTD 2024 Organic Revenue Walk* ($mil) 4 4 * YTD Q1 2023 Reported Revenue Foreign Currency Adjustments PitchBook Morningstar Data and Analytics Morningstar Credit Morningstar Wealth Corporate and All Other Morningstar Retirement YTD Q1 2024 Reported Revenue $479.7 1.2 16.5 16.0 13.2 3.2 8.8 $542.8 Organic revenue is a non-GAAP measure. The Company's five reportable segment bars represent organic growth and may not match changes in reported revenue. See reconciliation tables in the appendix of this presentation. Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues. 4.2


 
Quarterly Revenue Trend: Revenue Type ($mil) Bars represent reported revenue. Percentages represent YOY organic revenue growth (decline), which is a non-GAAP measure. *In 2023 and 2024, the Company updated its revenue-type classifications for product areas with more than one revenue type. Prior periods have not been restated to reflect the updated classifications. The calculation of organic revenue growth by revenue type compares quarterly revenue in 2024 and 2023 to respective quarterly revenue in 2023 and 2022, based on the updated classifications; these adjustments are reflected in the Currency and Other line of the reconciliation tables in the appendix of this presentation. 5 Q1 2024 Operating Margins 6 6 Adjusted operating margin is a non-GAAP measure. See reconciliation table in the appendix of this presentation. Adjusted Operating Margin Operating Margin 2423 17.1% 20.4% 2423 5.1% 10.8% Operating Margin Drivers: Revenue grew and reported operating expenses declined in the quarter, supporting increased operating and adjusted operating margins. The largest contributor to the decline in reported operating expense was professional fees, primarily due to lower expenses for third-party resources supporting M&A integration-related activity. This decrease was partially offset by increases in compensation and benefits. QTD Adjusted Operating Income(1) Walk Q1 2023 to Q1 2024 ($mil) (1) Adjusted operating income, a non-GAAP measure, excludes intangible amortization expenses, all M&A-related expenses (including M&A earn-outs), and items related to the significant reduction and shift of the Company’s operations in China. See reconciliation table in the appendix of this presentation. Changes in this chart reflect these adjustments and may not match changes in reported expenses. (2) Includes infrastructure costs (including 3rd party contracts with data providers, cloud costs, and software subscriptions), facilities, depreciation/amortization, and capitalized labor. (3) Includes salaries, bonus, company-sponsored benefits, and severance not related to targeted reorganizations or the Company’s China activities. 7 7 Q1 2023 Change in Revenue Sales Commissions Travel and Related Activities Professional Fees Advertising and Marketing Stock-based Compensation Q1 2024 $51.8 2.263.1 0.6 $110.8 Infrastructure Costs & Other (2) –6.9 –0.3 Compensation and Benefits (3) –0.7C 0.6 0.4 C C Quarterly Operating Margin Trends Adjusted operating margin is a non-GAAP measure. See reconciliation table in the appendix of this presentation. 8 8


 
Revenue vs. Adjusted Operating Expense Growth 9 9 Adjusted operating expense is a non-GAAP measure. See reconciliation table in the appendix of this presentation. Headcount Trends 10 10 Headcount represents permanent, full-time employees. As of March 31, 2024, headcount was 11,271. Q1 2024 Cash Flow and Capital Allocation ($mil) 2 $93.6 $59.5 Operating Cash Flow Free Cash Flow* Capital Allocation 11 11 * ($mil) Capital Expenditures 34.1 Debt Repayments, Net 23.1 Dividends Paid 17.3 Free cash flow, a non-GAAP measure, is defined as cash provided by or used for operating activities less capital expenditures. See reconciliation table in the appendix of this presentation. Morningstar Reportable Segments and Representative Products 12 12 Morningstar Data and Analytics Provides investors comprehensive data, research and insights, and investment analysis to empower investment decision-making. Morningstar Retirement Offers products to help individuals reach their retirement goals with highly personalized savings and investment advice at the employee level and scalable investment advisory and risk mitigation services at the employer and advisor level. Morningstar Credit Provides investors with credit ratings, research, data, and credit analytics solutions that contribute to the transparency of international and domestic credit markets. Morningstar Wealth Brings together our model portfolios and wealth platform, practice and portfolio management software for registered investment advisers (RIAs); data aggregation and enrichment capabilities; and our individual investor platform. PitchBook Morningstar Data Morningstar Direct Morningstar Advisor Workstation Morningstar Research Distribution Provides investors with access to a broad collection of data and research covering the private capital markets, including venture capital, private equity, private credit and bank loans, and merger and acquisition (M&A) activities. Investors can also access Morningstar’s data and research on public equities. PitchBook Platform LCD Investment Management/Managed Portfolios Morningstar.com Morningstar Office Morningstar DBRS Morningstar Credit (Credit data and analytics) Managed Accounts


 
Morningstar Data and Analytics Q1 24Q1 23 Q1 24 Performance Drivers: Morningstar Data (+10.0%) and Morningstar Direct (+11.5%) were the primary revenue contributors. Morningstar Advisor Workstation also made a positive contribution to revenue growth in the quarter. Morningstar Data and Morningstar Direct both benefited from growth in North America and Europe, while managed investment data, including mutual fund data, continued to be a key driver of higher revenue for Morningstar Data. Morningstar Direct licenses increased 0.7% compared to the prior-year period. Organic revenue and adjusted operating income are non-GAAP measures. See reconciliation tables in the appendix of this presentation. $179.8 $196.7 13 13 Revenue ($mil) Q1 24Q1 23 $80.9 $91.2 Adjusted Operating Income ($mil) +12.7% 45.0% 46.4% Adj. Operating Margin +9.4% Reported +8.9% Organic Quarterly Segment Product Trends: Morningstar Data and Analytics Morningstar Direct* ($mil) 14 14 Morningstar Data ($mil) Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. Morningstar Direct licenses totaled 18,680 as of the end of the first quarter of 2024, compared to 18,558 in the prior-year quarter. Quarterly Segment Product Trends: Morningstar Data and Analytics Morningstar Advisor Workstation ($mil) 15 15 Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. PitchBook Q1 24Q1 23 Q1 24 Performance Drivers: PitchBook revenue increased 12.6% on a reported and organic basis. Revenue for the PitchBook platform, direct data, and Leveraged Commentary & Data (LCD) increased 13.0% on an organic basis compared to the prior-year period, as PitchBook platform licensed users grew 10.5%. Revenue increases were primarily due to strength in PitchBook’s core investor and advisor client groups which offset some softness in corporates. Organic revenue and adjusted operating income are non-GAAP measures. See reconciliation tables in the appendix of this presentation. $131.1 $147.6 16 16 Revenue ($mil) Q1 24Q1 23 $30.4 $40.0 Adjusted Operating Income ($mil) +31.6% 23.2% 27.1% Adj. Operating Margin +12.6% Reported +12.6% Organic


 
Quarterly Segment Product Trends: PitchBook PitchBook Platform and LCD* ($mil) 17 17 Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. *Includes revenue from the PitchBook platform, direct data, and LCD. In prior presentations, the PitchBook product area did not include LCD. PitchBook platform licensed users totaled 111,199 as of the end of the first quarter of 2024, compared to 100,671 in the prior-year quarter. License counts reflect active users, including Morningstar active users, as well as legacy LCD clients who have migrated to PitchBook licenses. The timing of activities, such as user maintenance, user audits, provisioning access shutting off of users, and updates to the user lists when enterprise clients renew, result in fluctuations in license counts over time. As a result, license growth trends are best assessed on a rolling 12-month basis. Morningstar Wealth Q1 24Q1 23 Q1 24 Performance Drivers: Morningstar Wealth revenue increased 7.5%, or 7.7% on an organic basis, compared to the prior-year period, primarily driven by growth in Investment Management (+13.9%). The adjusted operating loss narrowed compared to the prior-year period due in part to cost containment efforts, including targeted reorganizations in 2023, and a focus on discretionary expenses.   Organic revenue and adjusted operating income (loss) are non-GAAP measures. See reconciliation tables in the appendix of this presentation. $54.9 $59.0 18 18 Revenue ($mil) Q1 24Q1 23 ($14.6) ($5.6) Adjusted Operating Income (Loss) ($mil) (26.6%) (9.5%) Adj. Operating Margin +7.5% Reported +7.7% Organic Quarterly Segment Product Trends: Investment Management ($bil) Investment Management Q1 2024 AUM/A: Investment Management’s assets under management and advisement (AUM/A) increased 12.3% compared with the prior-year period, supported by strong market performance which drove higher asset values. Positive net flows to Morningstar Managed Portfolios reflected strong net inflows outside the U.S. Those offset lower AUM for Institutional Asset Management which experienced significant expected outflows from a large institutional client. Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. *Managed Portfolios – Wholesale: Through our distribution sales team, the Company offers investment strategies and services directly to financial advisors in banks, broker dealers with a corporate RIA, who have a corporate RIA insurance, and RIA channels that offer the Company’s investment strategies and services to their clients (the end investor). This remains the Company’s strategic focus. **Managed Portfolios – Non-Wholesale: The Company sells services directly to financial institutions, such as broker dealers, discount brokers, and warehouses. Our distribution sales team is not involved with the advisors of these firms. 19 19 Morningstar Credit Q1 24Q1 23 Q1 24 Performance Drivers: Morningstar Credit revenue increased 28.8%, or 27.9% on an organic basis, compared to the prior-year period, as ratings-related revenue increased across asset classes with particular strength in U.S. commercial and residential mortgage-backed securities. Increased revenue from financial institution ratings and higher corporate ratings revenue, especially in Europe, also contributed.   Organic revenue and adjusted operating income are non-GAAP measures. See reconciliation tables in the appendix of this presentation. $46.8 $60.3 20 20 Revenue ($mil) Q1 24Q1 23 ($4.0) $12.3 Adjusted Operating Income (Loss) ($mil)  (8.5%) 20.4% Adj. Operating Margin +28.8% Reported +27.9% Organic


 
Quarterly Segment Product Trends: Morningstar DBRS Revenue by Asset Class ($mil) Morningstar DBRS Q1 2024 Organic Revenue Drivers: In Q1 2024, structured finance ratings accounted for 56% of revenue, fundamental ratings accounted for 37% of revenue, and data licensing revenue totaled 7%. Recurring revenue, which is derived primarily from surveillance, research, and other transaction-related services, represented 46.6% of total Morningstar DBRS revenue. Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. (1) Structured Finance: Asset-Backed Securities, Commercial Mortgage-Backed Securities, Residential Mortgage-Backed Securities. (2) Fundamental Ratings include Corporate, Financial Institutions, Sovereign, and Other. (3) In quarterly supplemental presentations prior to Q4 2023, data licensing revenue was included in “Other” under Fundamental Ratings. 21 21 Quarterly Segment Product Trends: Morningstar DBRS Revenue by Geography ($mil) Morningstar DBRS Q1 2024 Organic Revenue Drivers: Organic revenue increased 43.0% in the U.S. primarily due to higher commercial and residential mortgage- backed securities ratings revenue compared to the prior-year period. Organic revenue increased 14.6% in Canada primarily due to higher financial institutions ratings revenue compared to the prior-year period. Organic revenue increased 13.5% in EMEA, primarily due to higher corporate ratings revenue compared to the prior-year period. Bars represent reported revenue. Percentages represent organic revenue growth (decline). Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. 22 22 Morningstar Retirement Q1 24Q1 23 Q1 24 Performance Drivers: Morningstar Retirement revenue increased 12.7% on an organic basis compared to the prior-year period as AUMA increased 19.6%. $25.2 $28.4 23 23 Revenue ($mil) Q1 24Q1 23 $11.2 $14.2 Adjusted Operating Income ($mil) +26.8% 44.4% 50.0% Adj. Operating Margin +12.7% Reported +12.7% Organic Organic revenue and adjusted operating income are non-GAAP measures. See reconciliation tables in the appendix of this presentation. Morningstar Retirement Q1 2024 AUM/A: The 19.6% increase in AUMA was supported by strong market performance. Net inflows to Managed Accounts over the trailing 12 months also contributed to higher AUMA, supported by participant growth and flows to Advisor Managed Accounts. Quarterly Segment Product Trends: Morningstar Retirement ($bil) Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. (1) Managed Accounts include Retirement Manager and Advisor Managed Accounts. (2) Fiduciary Services helps retirement plan sponsors build appropriate investment lineups for their participants. (3) Custom Models/CITs offer customized investment lineups for clients based on plan participant demographics or other specific factors. 24 24


 
Quarterly Product Trends: Corporate and All Other Morningstar Sustainalytics* ($mil) 25 25 Morningstar Indexes ($mil) Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. *Revenue for Morningstar Sustainalytics’ license-based products increased 8.2% on an organic basis in the first quarter of 2024, while revenue for Morningstar Sustainalytics’ transaction-based products (second-party opinions) increased 84.8% on an organic basis. Quarterly Product Trends: Morningstar Indexes ($bil) 26 26 Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. Morningstar Indexes Q1 2024 Assets: Asset value linked to Morningstar Indexes increased 13.3%, compared to the prior-year period, driven by market performance and positive net flows. Appendix Q1 2024 Operating and Free Cash Flow Excluding Certain Items Free cash flow is a non-GAAP measure and is defined as cash provided by or used for operating activities less capital expenditures. *Relates to the 2023 termination of the Company’s license agreement with Morningstar Japan K.K. (renamed SBI Global Asset Management). **Includes the operating cash flow impact of contingent consideration payments related to the LCD earn-out payment in 2023. Q1 2024 Q1 2023 % Change Cash provided by operating activities $93.6 $23.4 300.0% Capital expenditures (34.1) (29.5) 15.6% Free cash flow $59.5 ($6.1) NMF Items included in cash provided by operating activities Payments related to the Termination Agreement* — — Severance and related costs paid for reduction and shift of China operations S — $6.9 Contingent consideration related to acquisitions** — $4.5 Cash provided by operating activities, excluding certain items $93.6 $34.8 169.0% Free cash flow, excluding certain items $59.5 $5.3 NMF 28 28


 
Key Product Area Revenue ($mil) 29 29 Q1 2024 Q1 2023 % Change % Organic Change Morningstar Data and Analytics $196.7 $179.8 9.4% 8.9% Morningstar Data $74.6 $67.3 10.8% 10.0% Morningstar Direct $54.6 $48.8 11.9% 11.5% Morningstar Advisor Workstation $25.6 $24.5 4.5% 4.5% PitchBook $147.6 $131.1 12.6% 12.6% PitchBook Platform and LCD* $144.9 $128.2 13.0% 13.0% Morningstar Wealth $59.0 $54.9 7.5% 7.7% Investment Management $33.6 $29.6 13.5% 13.9% Morningstar Credit $60.3 $46.8 28.8% 27.9% Morningstar Retirement $28.4 $25.2 12.7% 12.7% Corporate and All Other Morningstar Sustainalytics $30.8 $27.3 12.8% 12.2% Morningstar Indexes $20.0 $14.6 37.0% 37.1% Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. *Also includes PitchBook direct data. In prior presentations, the PitchBook product area included the PitchBook Platform and direct data, but not LCD. 30 30 Historical Segment Performance (1) Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues. (2) Corporate and All Other includes unallocated corporate expenses as well as adjusted operating income/loss from Morningstar Sustainalytics and Morningstar Indexes. Unallocated corporate expenses include certain management-related costs that are not considered when segment performance is evaluated. Reconciliation from Reported to Organic Revenue Change by Revenue Type 31 31 Organic revenue is a non-GAAP number. In 2023 and 2024, the Company updated its revenue-type classifications for product areas with more than one revenue type. Prior periods have not been restated to reflect the updated classifications. The calculation of organic revenue growth by revenue type compares quarterly revenue in 2024 and 2023 to respective quarterly revenue in 2023 and 2022 based on the updated classifications; these adjustments are reflected in the Currency and Other line. Reconciliation from Reported to Organic Revenue Change by Revenue Type 32 32 Organic revenue is a non-GAAP number. In 2023 and 2024, the Company updated its revenue-type classifications for product areas with more than one revenue type. Prior periods have not been restated to reflect the updated classifications. The calculation of organic revenue growth by revenue type compares quarterly revenue in 2024 and 2023 to respective quarterly revenue in 2023 and 2022 based on the updated classifications; these adjustments are reflected in the Currency and Other line.


 
Reconciliation from Reported to Organic Revenue Change by Product Area 33 33 Organic revenue is a non-GAAP measure. *Also includes PitchBook direct data. In prior presentations, the PitchBook product area included the PitchBook Platform and direct data, but not LCD. Reconciliation from Reported to Organic Revenue Change by Product Area 34 34 Organic revenue is a non-GAAP measure. Reconciliation from Reported to Organic Revenue Change by Product Area 35 35 Organic revenue is a non-GAAP measure. 36 36 Reconciliation from Reported to Organic Revenue Change by Segment Organic revenue is a non-GAAP measure.


 
Reconciliation from Consolidated Adjusted Operating Income to Consolidated Operating Income ($mil) 37 37 Adjusted operating income is a non-GAAP measure. (1) Corporate and All Other includes unallocated corporate expenses as well as adjusted operating income/loss from Morningstar Sustainalytics and Morningstar Indexes. Unallocated corporate expenses include certain management-related costs that are not considered when segment performance is evaluated. (2) Excludes finance lease amortization expense. (3) Reflects non-recurring expenses related to M&A activity including pre-deal due diligence, transaction costs, and post-close integration costs. (4) Reflects the impact of M&A-related earn-outs included in operating expense. (5) Reflects costs associated with the significant reduction of the Company's operations in Shenzhen, China and the shift of work related to its global business functions to other Morningstar locations. Reconciliation from Operating Margin to Adjusted Operating Margin 38 38 Adjusted operating margin is a non-GAAP measure. Reconciliation from Total Operating Expenses to Adjusted Operating Expense 39 39 Adjusted operating expense is a non-GAAP measure.


 
EX-99.3 4 shareholderletter-q124.htm EX-99.3 shareholderletter-q124
© April 24, 2024. Morningstar. All Rights Reserved. Letter from CEO Kunal Kapoor First-Quarter Earnings 2024 Dear Morningstar shareholders, We began 2024 with broad-based growth, increasing revenue 13.2% or 12.9% on an organic basis. Margins and cash flow also grew significantly compared to the prior-year period. In this quarter’s letter, I’ll provide an update on our business, followed by a focus on the opportunity for Morningstar Retirement. But first, a quick note on our first-quarter reporting package. We’ve made some changes to the format of our earnings release which is now focused on the reportable segments we introduced in our 10-K. You can find additional details, including product area growth trends, in the supplemental deck which is available at shareholders.morningstar.com. A strong start to 2024 We experienced strength across the business in the quarter, a shift from last year when market headwinds posed challenges for our asset-based and credit areas. PitchBook and Morningstar Data and Analytics were the largest contributors to revenue growth in 2023 and continued to perform well in the first quarter of 2024. Now that the LCD integration is largely complete and LCD’s core news, research, and data are available on the PitchBook platform, we are licensing legacy LCD clients to become users of the PitchBook platform as their contracts come up for renewal. PitchBook is on track to have fully migrated LCD users by the end of the year. After a difficult 2023, Morningstar Credit (comprised of Morningstar DBRS’ ratings business and related data licensing products) contributed meaningfully to growth in the first quarter. Increased revenue was driven by a rebound in debt issuance activity across asset classes. Higher revenue from U.S. commercial mortgage-backed securities (CMBS) and residential mortgage-backed securities (RMBS), which have historically represented a significant portion of Morningstar DBRS revenue, contributed to the results. Both sectors benefited from the stabilization of the rates market and more attractive credit spreads, which represent the difference between the yield of two different debt instruments with the same maturity but different credit risk profiles. We were also pleased with continued growth in corporate credit ratings revenue (especially in Europe), and U.S. asset-backed securities ratings revenue. Finally, across the business, we were well-positioned to benefit from increased ratings activity thanks to our ongoing expansion of ratings methodologies to cover more types of securitizations, such as those backed by data centers and home improvement loans. Morningstar Retirement and Morningstar Wealth (which includes the Investment Management product area) benefited primarily from strong market performance over the trailing 12 months, supported by net inflows across key products. We narrowed the adjusted operating loss for Morningstar Wealth and are managing the business with a focus on improving profitability. Morningstar Indexes had a particularly strong quarter, boosted by both market gains and net inflows, with products including VanEck Morningstar Wide Moat ETF (MOAT) and Invesco Senior Loan ETF (BLKN) contributing to growth. Morningstar Sustainalytics license-based products grew at a solid clip, supported by regulatory use cases in Europe, while second-party opinion revenue benefited from increased issuance of sustainable bonds. Turning to expenses, we are managing them at a level that allows for margin expansion, contributing to increased profitability with operating income increasing $68.1 million to $92.6 million and adjusted operating income up 113.9% to $110.8 million, compared to the prior-year period. Operating margin increased from 5.1% to 17.1% and adjusted operating margin increased from 10.8% to 20.4%. While we experience fluctuations in adjusted operating margins quarter-to-quarter due to factors such as bonus accruals, we are driving year-over-year improvements.


 
Letter from CEO Kunal Kapoor First-Quarter Earnings 2024 © April 24, 2024. Morningstar. All Rights Reserved. Our increased profitability supported increases in operating and free cash flows during the quarter. We reduced outstanding debt by $23.1 million, and we paid a dividend of 40.5 cents per share in the quarter. Morningstar Retirement Morningstar Retirement serves the U.S. retirement market with three key services that we like to say internally are designed to “save retirement.” The first is fiduciary services, which helps smaller employers with limited investment expertise to offer the most appropriate investment lineup for their employees. The second is a custom models service where we build an investment model using an employer’s existing fund lineup with a glide path designed around the employer’s unique employee profile. This is geared toward retirement plans that are seeking an all-in-one portfolio solution that better addresses the needs of their employee base than what could be achieved by a generic, off-the-shelf target-date fund. And the third, our Managed Accounts flagship robo-advice service, is offered through several different distribution channels and takes an individual’s unique profile and data and builds an investment portfolio and savings strategy that is designed to help them achieve the best possible retirement outcome. Although some in the industry have criticized managed accounts as providing limited value beyond a standard target date fund to less engaged users, we get enough information from recordkeepers to build a highly personalized investment portfolio and to nudge users toward higher savings rates. Managed accounts users often have higher projected retirement income as the result of our service and tend to remain invested during periods of market volatility (don't try to time the market). Apart from our investment methodologies and engines, which we believe are second to none, a key differentiator of our managed accounts service is our distribution model. We offer our service three different ways: through recordkeepers, through registered investment advisors (RIAs) and broker dealers who help employers select retirement plans (via our advisor managed accounts service), and by selling directly to employers. This distribution model, and, in particular our far-reaching integrated recordkeeper network, enables us to help far more plan participants—more than two million as of year-end 2023—than any of our competitors. It’s taken us decades to build out our network, the breadth of which represents a key competitive advantage. By contrast, our main competitor in this space, Edelman Financial Engines (EFE), has predominately sold its product directly to plans and has focused on the larger/mega plan market. We’ve made great strides chipping away at their hold on that end of the market, winning three of the largest 401(k) plans in the country in recent years. We did this by offering what I believe is a far superior advisory service as well as enhancing our sales, marketing, and operations infrastructure to better reach and serve this market. One of the drawbacks of our distribution model is that we have fewer levers to pull to drive adoption within our service as the relationship with investors and employers tends to be “owned” by the recordkeeper or RIA firm. We are countering this challenge in three ways. The first is by bolstering our engagement team and looking at opportunities to use artificial intelligence and machine learning to drive better engagement campaigns. Second, we are working more closely with the RIAs in our Advisor Managed Account solution to help support their engagement practices and in some cases oversee them on their behalf. We are also building out a new solution called Personal Finance Builder, which we soft-launched in Q1 2024 with the goal of adding clients by year’s end. Personal Finance Builder helps employees address financial challenges outside of retirement planning, such as saving for an emergency, paying off debt, and investing in a health savings account. Designed to help users lay the foundation for future wealth building, this product, when paired with our managed accounts solution, provides us new ways to engage with a participant population and help them find more money to save for retirement. More importantly, it will give us more data about each individual in a plan, which we can then feed back into our managed accounts service to further personalize our advice. That advice, combined with our Personal Finance Builder service, can begin to not only help individuals achieve better retirement outcomes but also potentially addresses some of the shortcomings of retirement plan design and investing behavior, especially as it relates to gender and race. We recently collaborated with the Defined Contribution Institutional Investment Association and Aspen Institute Financial Security Program to study race and gender disparities in 401(k) plans. That groundbreaking study showed, among other things, that Black and Hispanic females contribute lower percentages of their salaries than their counterparts and often withdraw a larger portion of their account balances before retirement. That is a worrying finding that needs to be solved, and I believe personalization through services like managed accounts are part of the answer.


 
Letter from CEO Kunal Kapoor First-Quarter Earnings 2024 © April 24, 2024. Morningstar. All Rights Reserved. We are bullish on Morningstar Retirement, which is well-positioned to take advantage of the growing push by employers for more personalized retirement and wealth-building services. We also see an opportunity to grow our assets by driving up adoption rates within our existing network of plans – currently in the high single digits – and by adding new plans. Finally, we expect the retirement industry to grow meaningfully over the next few years as more and more employers begin offering retirement plans due to tax incentives, regulatory changes, and state mandates. Cerulli Associates anticipates a surge in 401(k) plans, projecting more than 900,000 by 2028, or roughly 230,000 more than there were in 2022, and believes we could be looking at more than 1 million 401(k) plans by the end of the decade. Shareholder Meeting Finally, I’d like to extend an invitation to attend our annual shareholder meeting on May 10 in Chicago, with a virtual option for anyone who can’t attend in person. (You can register here.) We’re excited to celebrate our 40th anniversary in May, and we’ll take the opportunity to reflect on where we’ve been and how we’re thinking about the business as we look to further our mission of empowering investor success in the years to come. I’ll be joined on stage by Jason Dubinsky, our Chief Financial Officer, Marie Trzupek Lynch, our Chief People Officer, James Rhodes, President of Morningstar Data, Research, and Enterprise Solutions and Chief Technology Officer, and Lee Davidson, our Chief Data and Analytics Officer. We look forward each year to seeing many of you at this event and the agenda provides a good opportunity to ask questions. We hope you can join us. What I'm reading Here’s recent commentary by our researchers that I especially enjoyed: • Morningstar's Guide to US Active ETFs, Bryan Armour, April 23, 2024 • Investing in Times of Climate Change, Hortense Bioy, April 19, 2024 • US Financial Health Report 2024, Preston Caldwell, April 15, 2024 • Industry Landscape: Biopharmaceuticals, Karen Andersen and Damien Conover, April 3, 2024 • Top 15 Wealth-Creating Stocks of the Past Decade, Amy Arnott, April 2, 2024 • US Credit Markets Quarterly Wrap, PitchBook LCD, First Quarter 2024 • Baltimore Bridge’s Losses Within Absorption Capacity of the Insurance Industry but Will Add Pressure to the Marine Market, Marcos Alvarez and Elisabeth Rudman, March 27, 2024 • 2024 Target-Date Strategy Landscape, Megan Pacholok and Adam Millson, March 26, 2024 • The C-Suite Gender Pay Gap Persists. It’s Not About Pay Discrimination, Jackie Cook, March 6, 2024 • PitchBook Analyst Note: Surfing Turbulent Cash Flow Waves, Juliet Clemens and Zane Carmean, March 11, 2024 • Proxy Voting: Expect More Divergence on ESG Among Investors, Lindsey Stewart, March 5, 2024 • Low Carbon Transition Rating Industry Report, Daniel Teodoro, February 2024 • Quantitative Research: VC Emerging Opportunities, Andrew Akers, February 28, 2024 • Industry Pulse: US Asset Managers - Q1 2024, Gregg Warren, Feb. 23, 2024 • Electrification 2035: Auto Insurance Rates to Increase as the Transition to Electric Vehicles Becomes Law in Canada, Victor Adesanya and Robert Streda, February 12, 2024 • Why Didn't Sustainable Investments Thrive Amid 2023's Tech Rebound?, Robert Edwards, Jan. 23, 2024


 
Letter from CEO Kunal Kapoor First-Quarter Earnings 2024 © April 24, 2024. Morningstar. All Rights Reserved. You may also appreciate these recent pieces that share more about our strategy and recent product innovations: • Nationwide and Morningstar forge retirement plan partnership, InvestmentNews, March 15, 2024 • Morningstar to expand to superannuation ratings, Money Management, March 14, 2024 • Morningstar Rethinks Its Conference Experience, ThinkAdvisor, March 14, 2024 • Morningstar CEO urges greater engagement in shifting wealth landscape, Money Management, March 6, 2024 • Morningstar Wealth Adds SMAs to U.S. Wealth Platform, WealthManagement, February 12, 2024 • How CTOs can make the case that AI investments create value, Fortune, January 12, 2024 Best regards, Kunal This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “prospects,” or “continue.” These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expect. More information about factors that could affect Morningstar’s business and financial results are in our filings with the SEC, including our most recent reports on Forms 8-K, 10-K and 10-Q. Morningstar undertakes no obligation to publicly update any forward-looking statements as a result of new information, future events, or otherwise, except as required by law. In addition, this letter references non-GAAP financial measures including, but not limited to, organic revenue, adjusted operating income and adjusted operating margin. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. A discussion of our first quarter results, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures described in this letter, is provided in our earnings release for the three months ended March 31, 2024, which has been furnished to the SEC and is available on our website.