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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): October 23, 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 October 23, 2024, Morningstar, Inc. (the "Company" or "we") issued a press release announcing its financial results for the third quarter ended September 30, 2024 (the "Earnings Release"). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Additionally, on October 23, 2024, the Company published a Supplemental Presentation. A copy of the Supplemental Presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Earnings Release and Supplemental Presentation shall each be deemed furnished, not filed, for purposes of this Current Report on Form 8-K (this "Report").
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2024, the Company announced that Jason Dubinsky, chief financial officer, will be stepping down from his role with the company effective December 31, 2024, after which he will serve in a consulting capacity through June 30, 2025. A copy of the press release is filed as Exhibit 99.3 to this Report and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 23, 2024, the Company published a Shareholder Letter. The Shareholder Letter is included as Exhibit 99.3 to this Report and incorporated herein by reference. 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.
Information or documents on the Company's website referred to in this Report or in the exhibits to this Report are not incorporated by reference into this Report.
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,” “estimate,” “forecast,” “future,” “goal,” “designed to,” “maintain,” “may,” “objective,” “ongoing,” “could,” “expect,” “intend,” “plan,” “possible,” “potential,” “anticipate,” “believe,” “predict,” “continue,” “strategy,” “strive,” “will,” “would,” "determine," "evaluate," 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 and index businesses; failing to innovate our product and service offerings, or anticipate our clients’ changing needs; the impact of artificial intelligence 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 close, or achieve the anticipated economic benefit of a strategic transaction, including the Transaction, on a timely basis or at all; 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 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: October 23, 2024 | | By:/s/ Jason Dubinsky |
| | Name: Jason Dubinsky |
| | Title: Chief Financial Officer |
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 Third-Quarter 2024 Financial Results
CHICAGO, Oct. 23, 2024 - Morningstar, Inc. (Nasdaq: MORN), a leading provider of independent investment insights, posted double-digit third-quarter revenue growth while expanding operating margins.
"Morningstar Credit led the way in the quarter with additional contributions from across the business supporting revenue and profit growth," said Kunal Kapoor, Morningstar's chief executive officer. "Our diverse portfolio continues to present opportunities for innovation and durable growth, including those arising from the accelerated convergence of public and private markets."
The Company's quarterly shareholder letter provides more context on its quarterly results and business performance and can be found at shareholders.morningstar.com.
Third-Quarter 2024 Financial Highlights
•Reported revenue increased 10.5% to $569.4 million compared to the prior-year period; organic revenue grew 10.1%.
•Reported operating income increased 65.0% to $115.5 million; adjusted operating income increased 41.6%.
•Diluted net income per share increased 204.4% to $2.77; adjusted diluted net income per share increased 56.3% to $2.00. The gain related to the Company's sale of its Commodity and Energy Data business in the quarter had a $1.05 impact on diluted net income per share.
•Cash provided by operating activities increased 46.8% to $191.9 million. Free cash flow increased 53.6% to $155.8 million. Cash flows were negatively impacted by certain items totaling $0.9 million in the third quarter of 2024 and $16.1 million in the prior-year period. Excluding these items, cash provided by operating activities and free cash flow would have increased by 31.3% and 33.4%, respectively.
Year-To-Date Financial Highlights
•Reported revenue increased 12.3% to $1.7 billion compared to the prior-year period; organic revenue grew 12.2%.
•Reported operating income increased 132.5% to $316.6 million; adjusted operating income increased 74.3%.
•Diluted net income per share increased 271.5% to $5.87; adjusted diluted net income per share increased 83.4% to $5.76. The gain related to the Company's sale of its Commodity and Energy Data business in the quarter had a $1.05 impact on diluted net income per share.
•Cash provided by operating activities increased 145.4% to $438.2 million. Free cash flow increased 275.5% to $336.1 million. Cash flows were negatively impacted by certain items totaling $0.9 million for the year-to-date, compared with $90.6 million in the prior-year period. Excluding these items, cash provided by operating activities and free cash flow would have increased by 63.1% and 87.1%, respectively.
Third-Quarter 2024 Results
Revenue increased 10.5% to $569.4 million on a reported basis and 10.1% on an organic basis versus the prior-year period, driven by strength across most of the business. Organic revenue growth excludes all foreign currency effects, which accounted for the entire difference between reported and organic revenue. Morningstar Credit, PitchBook, and Morningstar Data and Analytics were the biggest contributors to reported revenue growth.
Operating expense increased 1.9% to $453.9 million versus the prior-year period. Excluding the impact of M&A-related expenses (related to merger, acquisition, and divestiture activity including severance and earn-outs), amortization, and costs related to the transition of the Company's China activities in the prior-year period, operating expense increased 3.7%. Prior-year period operating expense included $6.0 million in SEC settlement-related expenses for DBRS, Inc. and $5.0 million in severance costs related to targeted reorganizations in certain parts of the business.
The largest contributors to the increase in reported operating expense were compensation costs and technology infrastructure costs.
•Compensation costs increased $16.2 million, due primarily to higher bonus costs, which reflected increased accruals due to favorable performance compared to targets in certain parts of the business.
•Technology infrastructure costs consisting of expenses related to SaaS-based software subscriptions and cloud computing increased $4.0 million.
Third-quarter operating income increased 65.0% to $115.5 million. Adjusted operating income was $130.3 million, an increase of 41.6%. Third-quarter operating margin was 20.3%, compared with 13.6% in the prior-year period. Adjusted operating margin was 22.9% in the third quarter of 2024, versus 17.8% in the prior-year period.
Net income in the third quarter of 2024 was $119.7 million, or $2.77 per diluted share, compared with net income of $39.1 million, or $0.91 per diluted share, in the third quarter of 2023, an increase of 204.4% on a per share basis. Adjusted diluted net income per share increased 56.3% to $2.00 in the third quarter of 2024, compared with $1.28 in the prior-year period. Net income included a $45.3 million gain related to the sale of the Company's Commodity and Energy Data business which had a $1.05 impact on diluted net income per share.
The Company's effective tax rate was 19.8% in the third quarter of 2024 compared to 29.9% in the prior-year period. The decrease is primarily due to the book gain in excess of taxable gain on the sale of its Commodity and Energy Data business in the third quarter of 2024.
Segment Highlights
Morningstar Data and Analytics
Morningstar Data and Analytics contributed $198.5 million to consolidated revenue and $9.8 million to consolidated revenue growth, with revenue increasing 5.2% compared to the prior-year period, or 4.7% on an organic basis. Higher revenues were primarily driven by growth in Morningstar Direct and Morningstar Data. This growth was partially offset by softness in research distribution, reflecting the loss of a large client who brought coverage in-house, and in Morningstar Advisor Workstation, due to revenue declines related to an evolving product strategy. Morningstar Direct benefited from growth across geographies, with licenses increasing 1.4%. Increases in managed investment (fund) data and Morningstar Essentials helped drive Morningstar Data growth, partially offset by softness in exchange market data.
Morningstar Data and Analytics adjusted operating income increased 3.4% to $91.4 million, and adjusted operating margin decreased 0.8 percentage points to 46.0% compared to the prior-year period, due in part to higher stock-based compensation.
PitchBook
PitchBook contributed $156.6 million to consolidated revenue and $17.0 million to consolidated revenue growth, with revenue increasing 12.2% on a reported and organic basis compared to the prior-year period. Higher revenue was primarily driven by the PitchBook platform, with licensed users growing 19.0%. PitchBook clients who were not previously Leveraged Commentary & Data (LCD) clients drove the majority of the increase in licensed users, although growth continued to reflect the impact of legacy LCD clients who have moved to the PitchBook platform and are now reflected in
licensed user counts. PitchBook platform growth drivers were consistent with recent quarters and reflected strength in PitchBook's core investor and advisor client segments, including venture capital, private equity, and investment banks. This was partially offset by continued softness in the corporate client segment, especially with smaller firms with more limited use cases.
PitchBook segment adjusted operating income increased 28.9% to $50.4 million, and adjusted operating margin increased 4.2 percentage points to 32.2%.
Morningstar Credit
Morningstar Credit contributed $70.9 million to consolidated revenue and $18.0 million to consolidated revenue growth, with revenue increasing 34.0% on a reported and organic basis compared to the prior-year period. Ratings-related revenue increased across asset classes and geographies, compared to a relatively soft prior-year period, with particular strength in commercial mortgage-backed securities, residential mortgage-backed securities, and asset-based securities. Higher corporate ratings revenue also contributed to growth.
Morningstar Credit adjusted operating income was $15.2 million compared with $2.8 million in the prior-year period, and adjusted operating margin was 21.4% compared with 5.3% in the prior-year period. Prior-year period operating expense included $6.0 million in costs related to the DBRS, Inc. SEC settlement and $1.1 million in severance related to targeted reorganizations.
Morningstar Wealth
Morningstar Wealth contributed $61.8 million to consolidated revenue and $3.8 million to consolidated revenue growth, with revenue increasing 6.6% compared to the prior-year period, or 6.1% on an organic basis. Growth was primarily driven by Investment Management, supported by higher revenue for strategist model portfolios offered on third-party platforms, which was partially offset by softness in advertising sales for Morningstar.com.
Reported assets under management and advisement (AUMA) increased 25.6% to $63.7 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 net inflows outside the United States and to strategist portfolios in the United States.
Morningstar Wealth adjusted operating loss was $0.7 million compared to an $8.2 million loss in the prior-year period, and adjusted operating margin was negative 1.1% compared with negative 14.1%. Prior-year period operating expense included $1.4 million in severance related to targeted reorganizations.
Morningstar Retirement
Morningstar Retirement contributed $31.8 million to consolidated revenue and $4.1 million to consolidated revenue growth, with revenue increasing 14.8% on a reported and organic basis compared to the prior-year period. AUMA increased 24.2% to $264.4 billion compared with the prior-year period, reflecting market gains and positive net flows, supported by strong growth in Advisor Managed Accounts.
Morningstar Retirement adjusted operating income increased 15.0% to $16.9 million, and adjusted operating margin was 53.1%, consistent with the prior-year period.
Corporate and All Other
Revenue attributable to Corporate and All Other contributed $49.8 million to consolidated revenue and $1.2 million to consolidated revenue growth, with revenue increasing 2.5% compared to the prior-year period, driven by growth in Morningstar Indexes.
The increase in Morningstar Indexes revenue was primarily due to higher investable product revenue as market performance and net inflows over the trailing 12 months increased asset value linked to Morningstar Indexes by 37.5% to $228.2 billion.
Morningstar Sustainalytics revenues declined compared to the prior-year period. The decline was largely driven by lower revenues for ESG Risk Ratings, reflecting increased cancellations due to vendor consolidation and softness in parts of the retail asset management and wealth client segments. Revenue was also negatively impacted by further streamlining of licensed-ratings offerings.
The impact of Corporate and All Other on consolidated adjusted operating income was negative $42.9 million compared with negative $44.8 million in the prior-year period. Prior-year period operating expense included $2.5 million in severance related to targeted reorganizations in Morningstar Sustainalytics.
Balance Sheet and Capital Allocation
As of Sept. 30, 2024, the Company had cash, cash equivalents, and investments totaling $601.7 million and $864.7 million of debt, compared with $389.0 million and $972.4 million, respectively, as of Dec. 31, 2023.
Cash provided by operating activities increased to $191.9 million in the third quarter of 2024, compared to $130.7 million in the prior-year period. Free cash flow increased to $155.8 million, compared to $101.4 million in the prior-year period. The increases in cash provided by operating activities and free cash flow were driven by both higher cash earnings and improvements in working capital. Operating cash flows were negatively impacted by $0.9 million in severance related to the expected sale of assets from the Morningstar Wealth Turnkey Asset Management Platform to AssetMark. As previously disclosed, operating cash flows were negatively impacted in the prior-year
period by certain items totaling $16.1 million. Excluding these items, cash provided by operating activities and free cash flow would have increased by 31.3% and 33.4%, respectively. In addition, the Company paid $17.4 million in dividends in the quarter.
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 $328 billion in AUMA as of Sept. 30, 2024. The Company operates through wholly-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. 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, and index businesses; failing to innovate our product and service offerings, or anticipate our clients’ changing needs; the impact of artificial intelligence 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 close, or achieve the anticipated economic or other benefits of, a strategic transaction on a timely basis or at all; 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 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
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended September 30, | | Nine months ended September 30, |
(in millions, except per share amounts) | | 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change |
| | | | | | | | | | | | |
Revenue | | $ | 569.4 | | | $ | 515.5 | | | 10.5 | % | | $ | 1,684.1 | | | $ | 1,499.9 | | | 12.3 | % |
Operating expense: | | | | | | | | | | | | |
Cost of revenue | | 222.7 | | | 202.9 | | | 9.8 | % | | 663.5 | | | 638.1 | | | 4.0 | % |
Sales and marketing | | 107.9 | | | 106.3 | | | 1.5 | % | | 323.8 | | | 323.4 | | | 0.1 | % |
General and administrative | | 77.6 | | | 89.7 | | | (13.5) | % | | 238.2 | | | 263.8 | | | (9.7) | % |
Depreciation and amortization | | 45.7 | | | 46.6 | | | (1.9) | % | | 142.0 | | | 138.4 | | | 2.6 | % |
| | | | | | | | | | | | |
Total operating expense | | 453.9 | | | 445.5 | | | 1.9 | % | | 1,367.5 | | | 1,363.7 | | | 0.3 | % |
Operating income | | 115.5 | | | 70.0 | | | 65.0 | % | | 316.6 | | | 136.2 | | | 132.5 | % |
Operating margin | | 20.3 | % | | 13.6 | % | | 6.7 pp | | 18.8 | % | | 9.1 | % | | 9.7 pp |
| | | | | | | | | | | | |
Non-operating income (expense), net: | | | | | | | | | | | | |
Interest expense, net | | (8.9) | | | (12.8) | | | (30.5) | % | | (30.7) | | | (40.2) | | | (23.6) | % |
| | | | | | | | | | | | |
Gain on sale of business | | 45.3 | | | — | | | NMF | | 45.3 | | | — | | | NMF |
| | | | | | | | | | | | |
Expense from equity method transaction, net | | — | | | — | | | — | % | | — | | | (11.8) | | | NMF |
| | | | | | | | | | | | |
Other income (expense), net | | — | | | 0.2 | | | NMF | | (2.8) | | | 7.0 | | | NMF |
Non-operating income (expense), net | | 36.4 | | | (12.6) | | | NMF | | 11.8 | | | (45.0) | | | NMF |
| | | | | | | | | | | | |
Income before income taxes and equity in investments of unconsolidated entities | | 151.9 | | | 57.4 | | | 164.6 | % | | 328.4 | | | 91.2 | | | 260.1 | % |
Equity in investments of unconsolidated entities | | (2.6) | | | (1.6) | | | 62.5 | % | | (5.3) | | | (4.7) | | | 12.8 | % |
Income tax expense | | 29.6 | | | 16.7 | | | 77.2 | % | | 70.1 | | | 18.9 | | | 270.9 | % |
Consolidated net income | | $ | 119.7 | | | $ | 39.1 | | | 206.1 | % | | $ | 253.0 | | | $ | 67.6 | | | 274.3 | % |
| | | | | | | | | | | | |
Net income per share: | | | | | | | | | | | | |
Basic | | $ | 2.79 | | | $ | 0.92 | | | 203.3 | % | | $ | 5.91 | | | $ | 1.59 | | | 271.7 | % |
Diluted | | $ | 2.77 | | | $ | 0.91 | | | 204.4 | % | | $ | 5.87 | | | $ | 1.58 | | | 271.5 | % |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | 42.9 | | | 42.7 | | | | | 42.8 | | | 42.6 | | | |
Diluted | | 43.2 | | | 42.9 | | | | | 43.1 | | | 42.8 | | | |
_________________________________________________________________
NMF - Not meaningful, pp - percentage points
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets | | | | | | | | | | | | | | |
(in millions) | | As of September 30, 2024 | | As of December 31, 2023 |
| | | | |
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 552.9 | | | $ | 337.9 | |
Investments | | 48.8 | | | 51.1 | |
Accounts receivable, net | | 328.4 | | | 343.9 | |
| | | | |
Income tax receivable, net | | — | | | 0.6 | |
Other current assets | | 92.7 | | | 82.2 | |
Total current assets | | 1,022.8 | | | 815.7 | |
| | | | |
Goodwill | | 1,579.6 | | | 1,578.8 | |
Intangible assets, net | | 432.5 | | | 484.4 | |
Property, equipment, and capitalized software, net | | 212.4 | | | 207.7 | |
Operating lease assets | | 157.5 | | | 163.9 | |
Investments in unconsolidated entities | | 96.0 | | | 100.2 | |
Deferred tax assets, net | | 30.9 | | | 14.6 | |
Other assets | | 34.6 | | | 38.1 | |
Total assets | | $ | 3,566.3 | | | $ | 3,403.4 | |
| | | | |
Liabilities and equity | | | | |
Current liabilities: | | | | |
Deferred revenue | | $ | 539.5 | | | $ | 517.7 | |
Accrued compensation | | 216.0 | | | 214.4 | |
Accounts payable and accrued liabilities | | 80.4 | | | 78.4 | |
| | | | |
Operating lease liabilities | | 32.2 | | | 36.4 | |
Current portion of long-term debt | | — | | | 32.1 | |
| | | | |
Other current liabilities | | 27.8 | | | 1.8 | |
Total current liabilities | | 895.9 | | | 880.8 | |
| | | | |
Operating lease liabilities | | 145.7 | | | 151.4 | |
Accrued compensation | | 21.2 | | | 23.7 | |
Deferred tax liabilities, net | | 29.9 | | | 35.6 | |
Long-term debt | | 864.7 | | | 940.3 | |
Other long-term liabilities | | 43.2 | | | 43.8 | |
Total liabilities | | 2,000.6 | | | 2,075.6 | |
Total equity | | 1,565.7 | | | 1,327.8 | |
Total liabilities and equity | | $ | 3,566.3 | | | $ | 3,403.4 | |
Morningstar, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | Three months ended September 30, | | Nine months ended September 30, | | |
(in millions) | | 2024 | | 2023 | | 2024 | | 2023 | | |
Operating activities | | | | | | | | | | |
Consolidated net income | | $ | 119.7 | | | $ | 39.1 | | | $ | 253.0 | | | $ | 67.6 | | | |
Adjustments to reconcile consolidated net income to net cash flows from operating activities | | 12.2 | | | 57.9 | | | 128.9 | | | 119.3 | | | |
Changes in operating assets and liabilities, net | | 60.0 | | | 33.7 | | | 56.3 | | | (8.3) | | | |
Cash provided by operating activities | | 191.9 | | | 130.7 | | | 438.2 | | | 178.6 | | | |
Investing activities | | | | | | | | | | |
Capital expenditures | | (36.1) | | | (29.3) | | | (102.1) | | | (89.1) | | | |
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Proceeds from sale of business | | 52.2 | | | — | | | 52.2 | | | — | | | |
Purchases of investments in unconsolidated entities | | (3.2) | | | (0.2) | | | (6.8) | | | (1.1) | | | |
Other, net | | 1.2 | | | 8.2 | | | 11.3 | | | 41.1 | | | |
Cash provided by (used for) investing activities | | 14.1 | | | (21.3) | | | (45.4) | | | (49.1) | | | |
Financing activities | | | | | | | | | | |
Common shares repurchased | | — | | | — | | | — | | | (1.4) | | | |
Dividends paid | | (17.4) | | | (16.0) | | | (52.0) | | | (47.9) | | | |
Repayments of debt | | (35.0) | | | (128.1) | | | (198.1) | | | (314.4) | | | |
Proceeds from debt | | — | | | 30.0 | | | 90.0 | | | 260.0 | | | |
Payment of acquisition-related earn-outs | | — | | | — | | | — | | | (45.5) | | | |
Other, net | | (7.8) | | | (6.0) | | | (25.2) | | | (25.8) | | | |
Cash used for financing activities | | (60.2) | | | (120.1) | | | (185.3) | | | (175.0) | | | |
Effect of exchange rate changes on cash and cash equivalents | | 15.9 | | | (7.6) | | | 7.5 | | | (6.1) | | | |
Net increase (decrease) in cash and cash equivalents | | 161.7 | | | (18.3) | | | 215.0 | | | (51.6) | | | |
Cash and cash equivalents-beginning of period | | 391.2 | | | 343.3 | | | 337.9 | | | 376.6 | | | |
Cash and cash equivalents-end of period | | $ | 552.9 | | | $ | 325.0 | | | $ | 552.9 | | | $ | 325.0 | | | |
Morningstar, Inc. and Subsidiaries
Supplemental Data (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended September 30, | | | Nine months ended September 30, | |
(in millions) | | 2024 | | 2023 | | Change | | Organic (1) | | | 2024 | | 2023 | | Change | | Organic (1) | |
Morningstar Data and Analytics | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 198.5 | | | $ | 188.7 | | | 5.2 | % | | 4.7 | % | | | $ | 592.1 | | | $ | 554.5 | | | 6.8 | % | | 6.6 | % | |
Adjusted Operating Income | | 91.4 | | | 88.4 | | | 3.4 | % | | | | | 269.9 | | | 249.4 | | | 8.2 | % | | | |
Adjusted Operating Margin | | 46.0 | % | | 46.8 | % | | (0.8) pp | | | | | 45.6 | % | | 45.0 | % | | 0.6 pp | | | |
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PitchBook | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 156.6 | | | $ | 139.6 | | | 12.2 | % | | 12.2 | % | | | $ | 455.9 | | | $ | 407.5 | | | 11.9 | % | | 11.9 | % | |
Adjusted Operating Income | | 50.4 | | | 39.1 | | | 28.9 | % | | | | | 137.7 | | | 106.7 | | | 29.1 | % | | | |
Adjusted Operating Margin | | 32.2 | % | | 28.0 | % | | 4.2 pp | | | | | 30.2 | % | | 26.2 | % | | 4.0 pp | | | |
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Morningstar Credit | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 70.9 | | | $ | 52.9 | | | 34.0 | % | | 34.0 | % | | | $ | 208.8 | | | $ | 153.9 | | | 35.7 | % | | 35.7 | % | |
Adjusted Operating Income | | 15.2 | | | 2.8 | | | 442.9 | % | | | | | 55.4 | | | 3.8 | | | NMF | | | |
Adjusted Operating Margin | | 21.4 | % | | 5.3 | % | | 16.1 pp | | | | | 26.5 | % | | 2.5 | % | | 24.0 pp | | | |
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Morningstar Wealth | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 61.8 | | | $ | 58.0 | | | 6.6 | % | | 6.1 | % | | | $ | 183.4 | | | $ | 168.7 | | | 8.7 | % | | 8.7 | % | |
Adjusted Operating Income (Loss) | | (0.7) | | | (8.2) | | | NMF | | | | | (8.5) | | | (35.1) | | | NMF | | | |
Adjusted Operating Margin | | (1.1) | % | | (14.1) | % | | 13.0 pp | | | | | (4.6) | % | | (20.8) | % | | 16.2 pp | | | |
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Morningstar Retirement | | | | | | | | | | | | | | | | | | |
Revenue | | $ | 31.8 | | | $ | 27.7 | | | 14.8 | % | | 14.8 | % | | | $ | 93.5 | | | $ | 80.3 | | | 16.4 | % | | 16.4 | % | |
Adjusted Operating Income | | 16.9 | | | 14.7 | | | 15.0 | % | | | | | 48.4 | | | 39.3 | | | 23.2 | % | | | |
Adjusted Operating Margin | | 53.1 | % | | 53.1 | % | | 0.0 pp | | | | | 51.8 | % | | 48.9 | % | | 2.9 pp | | | |
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Consolidated Revenue | | | | | | | | | | | | | | | | | | |
Total Reportable Segments | | $ | 519.6 | | | $ | 466.9 | | | 11.3 | % | | | | | $ | 1,533.7 | | | $ | 1,364.9 | | | 12.4 | % | | | |
Corporate and All Other (2) | | 49.8 | | | 48.6 | | | 2.5 | % | | | | | 150.4 | | | 135.0 | | | 11.4 | % | | | |
Total Revenue | | $ | 569.4 | | | $ | 515.5 | | | 10.5 | % | | 10.1 | % | | | $ | 1,684.1 | | | $ | 1,499.9 | | | 12.3 | % | | 12.2 | % | |
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Consolidated Adjusted Operating Income | | | | | | | | | | | | | | | | | | |
Total Reportable Segments | | $ | 173.2 | | | $ | 136.8 | | | 26.6 | % | | | | | $ | 502.9 | | | $ | 364.1 | | | 38.1 | % | | | |
Less: Corporate and All Other (3) | | (42.9) | | | (44.8) | | | (4.2) | % | | | | | (130.8) | | | (150.6) | | | (13.1) | % | | | |
Adjusted Operating Income | | $ | 130.3 | | | $ | 92.0 | | | 41.6 | % | | | | | $ | 372.1 | | | $ | 213.5 | | | 74.3 | % | | | |
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Adjusted Operating Margin | | 22.9 | % | | 17.8 | % | | 5.1 pp | | | | | 22.1 | % | | 14.3 | % | | 7.8 pp | | | |
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____________________________________________________________________________________________ (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.
(2) Corporate and All Other provides a reconciliation between revenue from the Company's 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 $27.9 million and $31.0 million for the three months ended Sept. 30, 2024 and 2023, respectively and $87.9 million and $87.8 million for the nine months ended Sept. 30, 2024 and 2023, respectively. Revenue from Morningstar Indexes was $21.9 million and $17.6 million for the three months ended Sept. 30, 2024 and 2023, respectively and $62.5 million and $47.2 million for the nine months ended Sept. 30, 2024 and 2023, respectively.
(3) Corporate and All Other includes unallocated corporate expenses as well as adjusted operating income (loss) from Morningstar Sustainalytics and Morningstar Indexes. During the third quarter of 2024 and 2023, unallocated corporate expenses were $43.5 million and $36.3 million, respectively. During the first nine months of 2024 and 2023, unallocated corporate expenses were $130.4 million and $111.4 million, respectively. Unallocated corporate expenses include finance, human resources, legal, marketing, and other management-related costs that are not considered when segment performance is evaluated.
Morningstar, Inc. and Subsidiaries
Supplemental Data (Unaudited)
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| | | As of September 30, | | | | | | | |
AUMA (approximate) ($bil) | | 2024 | | 2023 | | Change | | | | | | | |
| Morningstar Retirement | | | | | | | | | | | | | |
| Managed Accounts | | $ | 155.1 | | | $ | 121.1 | | | 28.1 | % | | | | | | | |
| Fiduciary Services | | 63.0 | | | 54.9 | | | 14.8 | % | | | | | | | |
| Custom Models/CIT | | 46.3 | | | 36.9 | | | 25.5 | % | | | | | | | |
| Morningstar Retirement (total) | | $ | 264.4 | | | $ | 212.9 | | | 24.2 | % | | | | | | | |
| Investment Management | | | | | | | | | | | | | |
| Morningstar Managed Portfolios | | $ | 44.6 | | | $ | 35.4 | | | 26.0 | % | | | | | | | |
| Institutional Asset Management | | 7.3 | | | 7.3 | | | — | % | | | | | | | |
| Asset Allocation Services | | 11.8 | | | 8.0 | | | 47.5 | % | | | | | | | |
| Investment Management (total) | | $ | 63.7 | | | $ | 50.7 | | | 25.6 | % | | | | | | | |
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Asset value linked to Morningstar Indexes ($bil) | | $ | 228.2 | | | $ | 166.0 | | | 37.5 | % | | | | | | | |
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| | | Three months ended September 30, | | Nine months ended September 30, | |
| | | 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change | |
Average AUMA ($bil) | | $ | 322.2 | | | $ | 263.5 | | | 22.3 | % | | $ | 306.0 | | | $ | 255.3 | | | 19.9 | % | |
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 related expenses (related to merger, acquisition, and divestiture activity including severance and earn-outs (M&A-related expenses)), 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, 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, items related to the significant reduction and shift of the Company's operations in China, and certain non-operating gains/losses and other (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 of 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 and divestiture 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 September 30, | | Nine months ended September 30, | |
(in millions) | | 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change | |
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Reconciliation from consolidated revenue to organic revenue: | | | | | | | | | | | | | |
Consolidated revenue | | $ | 569.4 | | | $ | 515.5 | | | 10.5 | % | | $ | 1,684.1 | | | $ | 1,499.9 | | | 12.3 | % | |
Less: acquisitions | | — | | | — | | | — | % | | — | | | — | | | — | % | |
Less: accounting changes | | — | | | — | | | — | % | | — | | | — | | | — | % | |
Effect of foreign currency translations | | (1.6) | | | — | | | NMF | | (1.4) | | | — | | | NMF | |
Organic revenue | | $ | 567.8 | | | $ | 515.5 | | | 10.1 | % | | $ | 1,682.7 | | | $ | 1,499.9 | | | 12.2 | % | |
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Reconciliation from consolidated operating income to adjusted operating income: | | | | | | | | | | | | | |
Consolidated operating income | | $ | 115.5 | | | $ | 70.0 | | | 65.0 | % | | $ | 316.6 | | | $ | 136.2 | | | 132.5 | % | |
Add: Intangible amortization expense (1) | | 14.7 | | | 17.7 | | | (16.9) | % | | 49.9 | | | 52.9 | | | (5.7) | % | |
Add: M&A-related expenses (2) | | 0.1 | | | 1.7 | | | (94.1) | % | | 5.6 | | | 8.9 | | | (37.1) | % | |
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Add: Severance and personnel expenses (3) | | — | | | 1.3 | | | NMF | | — | | | 5.4 | | | NMF | |
Add: Transformation costs (3) | | — | | | 0.6 | | | NMF | | — | | | 7.0 | | | NMF | |
Add: Asset impairment costs (3) | | — | | | 0.7 | | | NMF | | — | | | 3.1 | | | NMF | |
Adjusted operating income | | $ | 130.3 | | | $ | 92.0 | | | 41.6 | % | | $ | 372.1 | | | $ | 213.5 | | | 74.3 | % | |
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Reconciliation from consolidated operating margin to adjusted operating margin: | | | | | | | | | | | | | |
Consolidated operating margin | | 20.3 | % | | 13.6 | % | | 6.7 pp | | 18.8 | % | | 9.1 | % | | 9.7 pp | |
Add: Intangible amortization expense (1) | | 2.6 | % | | 3.4 | % | | (0.8) pp | | 3.0 | % | | 3.5 | % | | (0.5) pp | |
Add: M&A-related expenses (2) | | — | % | | 0.3 | % | | (0.3) pp | | 0.3 | % | | 0.6 | % | | (0.3) pp | |
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Add: Severance and personnel expenses (3) | | — | % | | 0.3 | % | | (0.3) pp | | — | % | | 0.4 | % | | (0.4) pp | |
Add: Transformation costs (3) | | — | % | | 0.1 | % | | (0.1) pp | | — | % | | 0.5 | % | | (0.5) pp | |
Add: Asset impairment costs (3) | | — | % | | 0.1 | % | | (0.1) pp | | — | % | | 0.2 | % | | (0.2) pp | |
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| | Three months ended September 30, | | Nine months ended September 30, | |
(in millions) | | 2024 | | 2023 | | Change | | 2024 | | 2023 | | Change | |
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Adjusted operating margin | | 22.9 | % | | 17.8 | % | | 5.1 pp | | 22.1 | % | | 14.3 | % | | 7.8 pp | |
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Reconciliation from consolidated diluted net income per share to adjusted diluted net income per share: | | | | | | | | | | | | | |
Consolidated diluted net income per share | | $ | 2.77 | | | $ | 0.91 | | | 204.4 | % | | $ | 5.87 | | | $ | 1.58 | | | 271.5 | % | |
Add: Intangible amortization expense (1) | | 0.25 | | | 0.31 | | | (19.4) | % | | 0.86 | | | 0.91 | | | (5.5) | % | |
Add: M&A-related expenses (2) | | — | | | 0.03 | | | NMF | | 0.10 | | | 0.15 | | | (33.3) | % | |
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Add: Severance and personnel expenses (3) | | — | | | 0.02 | | | NMF | | — | | | 0.09 | | | NMF | |
Add: Transformation costs (3) | | — | | | 0.01 | | | NMF | | — | | | 0.12 | | | NMF | |
Add: Asset impairment costs (3) | | — | | | 0.01 | | | NMF | | — | | | 0.05 | | | NMF | |
Less: Non-operating (gains) losses and other (4) | | (1.02) | | | (0.01) | | | NMF | | (1.07) | | | 0.24 | | | NMF | |
Adjusted diluted net income per share | | $ | 2.00 | | | $ | 1.28 | | | 56.3 | % | | $ | 5.76 | | | $ | 3.14 | | | 83.4 | % | |
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Reconciliation from cash provided by operating activities to free cash flow: | | | | | | | | | | | | | |
Cash provided by operating activities | | $ | 191.9 | | | $ | 130.7 | | | 46.8 | % | | $ | 438.2 | | | $ | 178.6 | | | 145.4 | % | |
Capital expenditures | | (36.1) | | | (29.3) | | | 23.2 | % | | (102.1) | | | (89.1) | | | 14.6 | % | |
Free cash flow | | $ | 155.8 | | | $ | 101.4 | | | 53.6 | % | | $ | 336.1 | | | $ | 89.5 | | | 275.5 | % | |
______________________________________________________________________
NMF - Not meaningful, pp - percentage points
(1) Excludes finance lease amortization expense of $0.1 million and $0.5 million during the three months ended Sept. 30, 2024 and 2023, respectively, and $0.5 million and $1.0 million during the nine months ended Sept. 30, 2024 and 2023, respectively.
(2) Reflects non-recurring expenses related to merger, acquisition, and divestiture activity including pre-deal due diligence, transaction costs, severance, and post-close integration costs.
(3) 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 stock 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.
(4) Reflects realized and unrealized gains and losses on investments in the three and nine months ended Sept. 30, 2024 and Sept. 30, 2023. In addition, for the three and nine months ended Sept. 30, 2024, includes gain on the sale of the Company's Commodity and Energy Data business and an impairment loss on an investment of unconsolidated entities. For the nine months ended Sept. 30, 2023, includes expense from equity method transaction, net.
Third-Quarter 2024 Supplemental Presentation October 23, 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 Q3 2024 Financial Performance ($mil) $115.5$70.0 2423 $130.3 +10.5% +41.6% 2423 $569.4$515.5 2423 $92.0 $155.8 2423 $101.4 Operating Income Free Cash Flow** Revenue Adjusted Operating Income* * 3 3 Adjusted operating income is a non-GAAP measure and excludes intangible amortization expense, all M&A-related expenses (related to merger, acquisition, and divestiture activity, including severance and earn-outs), and items related to the significant reduction and shift of the Company's operations in China in 2023 (“China transition”). **Free cash flow is a non-GAAP measure and is defined as cash provided by or used for operating activities less capital expenditures. See reconciliation tables in the appendix of this presentation. 53.6% +65.0% YTD 2024 Organic Revenue* Walk ($mil) 4 4 * Q3 2023 Reported Revenue Foreign Currency Adjustments PitchBook Morningstar Data and Analytics Morningstar Credit Morningstar Wealth Corporate and All Other** Morningstar Retirement Q3 2024 Reported Revenue $1,499.9 1.4 54.9 48.3 36.5 13.3 15.1 $1,684.1 Organic revenue is a non-GAAP measure. The Company's five reportable segment bars represent organic growth and may not match changes in reported revenue. See reconciliation tables in the appendix of this presentation. **Corporate and All Other provides a reconciliation between revenue from our Total Reportable Segments and consolidated revenue amounts. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues. 14.7
Quarterly Revenue Trend: Revenue Type ($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 Q3 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 20.3% 22.9% 2423 13.6% 17.8% Operating Margin Drivers: Revenue grew at a faster rate than expenses during the quarter, supporting increased operating and adjusted operating margins. Q3 23 operating and adjusted operating income included the impact of $6.0 million in Morningstar DBRS SEC settlement-related expenses and $5.0 million in severance costs related to targeted reorganizations in certain parts of the business. Compensation and benefits and technology infrastructure costs increased during the quarter. QTD Adjusted Operating Income(1) Walk Q3 2023 to Q3 2024 ($mil) (1) Adjusted operating income is a non-GAAP measure and excludes intangible amortization expense, all M&A-related expenses and items related to the China transition in 2023. 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) Q3 23 Morningstar DBRS SEC settlement expenses. (3) Severance from targeted reorganizations not related to the China transition. (4) Includes infrastructure costs (including 3rd party contracts with data providers, cloud costs, and Saas-based software subscriptions), facilities, depreciation/amortization, and capitalized labor. (5) Includes salaries, bonus, company-sponsored benefits, and severance not related to the Company's China operations or targeted reorganizations in certain parts of the business in Q3 23. 7 7 Q3 2023 Change in Revenue Sales Commissions Travel & Related Activities Professional Fees Advertising & Marketing $92.0 –2.1 53.9 6.0 Infrastructure Costs & Other (4) 0.8 –1.0 –6.0 C 5.0 –1.4C C Stock-based Compensation –17.9 Morningstar DBRS SEC Settlements (2) Severance (3) Q3 2024 $130.3 Compensation & Benefits (5) 1.0 Infrastructure Costs & Other (4) Compensation & Benefits (5) YTD Adjusted Operating Income(1) Walk Q2 2023 to Q2 2024 ($mil) (1) Adjusted operating income is a non-GAAP measure and excludes intangible amortization expense, all M&A-related expenses and items related to the China transition in 2023. 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) 2023 Morningstar DBRS SEC settlements expenses. (3) Severance from targeted reorganizations not related to the China transition. (4) Includes infrastructure costs (including 3rd party contracts with data providers, cloud costs, and Saas-based software subscriptions), facilities, depreciation/amortization, and capitalized labor. (5) Includes salaries, bonus, company-sponsored benefits, and severance not related to the Company's China operations or targeted reorganizations in certain parts of the business in Q3 23. 8 8 YTD 2023 Change in Revenue Sales Commissions Travel & Related Activities Professional Fees Advertising & Marketing Stock-based Compensation YTD 2024 $213.5 2.8184.2 –0.2 –1.9 1.5 –27.4 –11.7–1.7C Severance (3) 5.0 Morningstar DBRS SEC Settlements (2) 8.0 $372.1
Quarterly Operating Margin Trends Adjusted operating margin is a non-GAAP measure. See reconciliation table in the appendix of this presentation. 9 9 Revenue vs. Adjusted Operating Expense Growth 10 10 Adjusted operating expense growth is a non-GAAP measure. See reconciliation table in the appendix of this presentation. Headcount Trends 11 11 Headcount represents permanent, full-time employees. As of September 30, 2024, headcount was 11,149. Q3 2024 Cash Flow and Capital Allocation ($mil) 2 $191.9 $155.8 Operating Cash Flow Free Cash Flow Capital Allocation 12 12 ($mil) Capital Expenditures 36.1 Debt Repayments, Net 35.0 Dividends Paid 17.4 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 13 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 platforms; practice and portfolio management software for registered investment advisers (RIAs); data aggregation and enrichment capabilities; and our individual investor platform. PitchBook Licensed Data (Morningstar Data) Morningstar Direct Morningstar Advisor Workstation 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 Managed Portfolios Morningstar Office Morningstar DBRS Morningstar Credit (Credit data and analytics) Managed Accounts Corporate and All Other* The operating segments of Morningstar Sustainalytics and Morningstar Indexes have been combined and presented as part of Corporate and All Other, which is not a reportable segment. Morningstar Sustainalytics Morningstar Indexes * Morningstar Data and Analytics Q3 24Q3 23 Q3 24 Performance Drivers: Morningstar Direct (+11.0%) and Morningstar Data (+7.0%) were the primary revenue contributors. Morningstar Direct benefited from growth across geographies. Increases in managed investment (fund) data and Morningstar Essentials helped drive Morningstar Data growth, partially offset by softness in exchange market data. Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. $188.7 $198.5 14 14 Revenue ($mil) Q3 24Q3 23 $88.4 $91.4 Adjusted Operating Income ($mil) +3.4% 46.8% 46.0% Adj. Operating Margin +5.2% Reported +4.7% Organic Quarterly Segment Product Trends: Morningstar Data and Analytics Morningstar Direct* ($mil) 15 15 Morningstar Data ($mil) Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. *Morningstar Direct licenses totaled 18,767 as of the end of the third quarter of 2024, compared to 18,511 at the end of the prior-year quarter. Quarterly Segment Product Trends: Morningstar Data and Analytics Morningstar Advisor Workstation ($mil) 16 16 Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation
PitchBook Q3 24Q3 23 Q3 24 Performance Drivers: PitchBook revenue increased 12.2% on a reported and organic basis compared to the prior-year period, as PitchBook platform licenses users grew 19.0%, including the impact of legacy LCD clients who have moved to the PitchBook platform. Revenue growth reflected strength in PitchBook’s core investor and advisor client segments, including venture capital, private equity, and investment banks, partially offset by continued softness with corporates, especially smaller firms with more limited use cases. Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. $139.6 $156.6 17 17 Revenue ($mil) Q3 24Q3 23 $39.1 $50.4 Adjusted Operating Income ($mil) +28.9% 28.0% 32.2% Adj. Operating Margin +12.2% Reported and Organic Quarterly Segment Product Trends: PitchBook PitchBook Platform and LCD* ($mil) 18 18 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 quarterly supplemental presentations prior to Q1 2024, the PitchBook product area did not include LCD. PitchBook platform licensed users totaled 124,651 as of the end of the third quarter of 2024, compared to 104,792 at the end of 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 Credit Q3 24Q3 23 Q3 24 Performance Drivers: Morningstar Credit revenue increased 34.0% on an organic basis, compared to the prior-year period, as ratings-related revenue increased across asset classes and geographies with particular strength in commercial mortgage-backed securities, residential mortgage- backed securities, and asset-based securities. Higher corporate ratings revenue also contributed to growth. Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. $52.9 $70.9 19 19 Revenue ($mil) Q3 24Q3 23 $2.8 $15.2 Adjusted Operating Income ($mil) 5.3% 21.4% Adj. Operating Margin +34.0% Reported and Organic 442.9% Quarterly Segment Product Trends: Morningstar Credit Revenue by Asset Class ($mil) Morningstar Credit Q3 24 Organic Revenue Drivers: Structured finance ratings accounted for 63% of revenue, fundamental ratings accounted for 31% of revenue, and data licensing revenue totaled 6%. Recurring revenue, which is derived primarily from surveillance, research, and other transaction-related services, represented 43.5% of total Morningstar DBRS revenue. Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. (1) Structured Finance: Asset-Backed Securities, Commercial Mortgage-Backed Securities, Residential Mortgage-Backed Securities. (2) Fundamental Ratings include Corporate, Financial Institutions, Sovereign, and Other. (3) In quarterly supplemental presentations prior to Q4 2023, data licensing revenue was included in “Other” under Fundamental Ratings. 20 20
Quarterly Segment Product Trends: Morningstar Credit Revenue by Geography ($mil) Morningstar Credit Q3 24 Organic Revenue Drivers: Organic revenue increased 51.7% in the U.S., primarily due to higher residential and commercial mortgage-backed securities (RMBS and CMBS) revenue. Organic revenue increased 13.1% in Canada primarily due to higher CMBS and asset-backed securities revenue, and 19.6% in EMEA, primarily due to higher CMBS, corporate, and RMBS ratings revenue. 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. 21 21 27.6% 59.9% Morningstar Wealth Q3 24Q3 23 Q3 24 Performance Drivers: Morningstar Wealth revenue increased 6.1% on an organic basis compared to the prior-year period, primarily driven by growth in Investment Management, supported by higher revenue for strategist model portfolios offered on third-party platforms. Prior-year period operating expense included $1.4 million in severance related to targeted reorganizations. Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. $58.0 $61.8 22 22 Revenue ($mil) Q3 24Q3 23 ($8.2) ($0.7) Adjusted Operating Income (Loss) ($mil) (14.1%) (1.1%) Adj. Operating Margin +6.6% Reported +6.1% Organic NMF Quarterly Segment Product Trends: Investment Management ($bil) Investment Management Q3 24 AUMA: Investment Management’s assets under management and advisement (AUMA) increased 25.6% compared with the prior-year period, supported by strong market performance which drove higher asset values. Flows to Managed Portfolios were supported by net inflows outside the U.S. and to strategist portfolios in the U.S. 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. 23 23 Morningstar Retirement Q3 24Q3 23 Q3 24 Performance Drivers: Morningstar Retirement revenue increased 14.8% on an organic basis compared to the prior-year period as AUMA increased 24.2%. $27.7 $31.8 24 24 Revenue ($mil) Q3 24Q3 23 $14.7 $16.9 Adjusted Operating Income ($mil) +15.0% 53.1% 53.1% Adj. Operating Margin +14.8% Reported and Organic Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation.
Morningstar Retirement Q3 24 AUMA: The 24.2% increase in AUMA reflected market gains and positive net flows over the trailing 12 months, supported by strong growth in Advisor Managed Accounts. Quarterly Segment Product Trends: Morningstar Retirement ($bil) Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. (1) Managed Accounts include Retirement Manager and Advisor Managed Accounts. (2) Fiduciary Services helps retirement plan sponsors build appropriate investment lineups for their participants. (3) Custom Models/CITs offer customized investment lineups for clients based on plan participant demographics or other specific factors. 25 25 Quarterly Product Trends: Corporate and All Other Morningstar Sustainalytics* ($mil) 26 26 Morningstar Indexes ($mil) Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation. *Revenue for Morningstar Sustainalytics’ license-based products decreased 8.8% on an organic basis in the third quarter of 2024, while revenue for Morningstar Sustainalytics’ transaction-based products (second-party opinions) decreased 25.1% on an organic basis. Quarterly Product Trends: Morningstar Indexes ($bil) 27 27 Organic revenue is a non-GAAP measure. See reconciliation table in the appendix of this presentation Morningstar Indexes Q3 24 Assets: Asset value linked to Morningstar Indexes increased 37.5% compared to the prior-year period, driven by market performance and positive net inflows. Appendix
Q3 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. Q3 2024 Q3 2023 % Change Cash provided by operating activities $191.9 $130.7 46.8% Capital expenditures (36.1) (29.3) 23.2% Free cash flow $155.8 $101.4 53.6% Items included in cash provided by operating activities Payments related to the Termination Agreement — — Non-recurring severance and related costs paid for the China transition and related to merger, acquisition, and divestiture activity 0.9 16.1 Contingent consideration related to acquisitions — — Cash provided by operating activities, excluding certain items $192.8 $146.8 31.3% Free cash flow, excluding certain items $156.7 $117.5 33.4% 29 29 YTD 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. YTD 2024 YTD 2023 % Change Cash provided by operating activities $438.2 $178.6 145.4% Capital expenditures (102.1) (89.1) 14.6% Free cash flow $336.1 $89.5 275.5% Items included in cash provided by operating activities Payments related to the Termination Agreement* — 59.9 Non-recurring severance and related costs paid for the China transition and related to merger, acquisition, and divestiture activity 0.9 26.2 Contingent consideration related to acquisitions** — 4.5 Cash provided by operating activities, excluding certain items $439.1 $269.2 63.1% Free cash flow, excluding certain items $337.0 $180.1 87.1% 30 30 Key Product Area Revenue ($mil) 31 31 Q3 2024 Q3 2023 % Change % Organic Change Morningstar Data and Analytics $198.5 $188.7 5.2% 4.7% Morningstar Data $76.6 $71.2 7.6% 7.0% Morningstar Direct $57.1 $51.2 11.5% 11.0% Morningstar Advisor Workstation $24.5 $25.2 (2.8%) (2.3%) PitchBook $156.6 $139.6 12.2% 12.2% PitchBook Platform and LCD* $153.8 $136.7 12.5% 12.5% Morningstar Wealth $61.8 $58.0 6.6% 6.1% Investment Management $35.6 $31.1 14.5% 13.3% Morningstar Credit $70.9 $52.9 34.0% 34.0% Morningstar Retirement $31.8 $27.7 14.8% 14.8% Corporate and All Other Morningstar Sustainalytics $27.9 $30.9 (9.7%) (10.3%) Morningstar Indexes $21.9 $17.6 24.4% 23.7% Organic revenue is a non-GAAP measure. See reconciliation tables in the appendix of this presentation. *Also includes PitchBook direct data. In quarterly supplemental presentations prior to Q1 2024, the PitchBook product area included the PitchBook Platform and direct data, but not LCD. 32 32 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 33 33 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 34 34 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 35 35 Organic revenue is a non-GAAP measure. *Also includes PitchBook direct data. In quarterly supplemental presentations prior to Q1 2024, the PitchBook product area included the PitchBook Platform and direct data, but not LCD. Reconciliation from Reported to Organic Revenue Change by Product Area 36 36 Organic revenue is a non-GAAP measure.
Reconciliation from Reported to Organic Revenue Change by Product Area 37 37 Organic revenue is a non-GAAP measure. 38 38 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) 39 39 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 merger, acquisition, and divestiture activity including pre-deal due diligence, transaction costs, severance, and post-close integration costs. (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. Reconciliation from Operating Margin to Adjusted Operating Margin 40 40 Adjusted operating margin is a non-GAAP measure.
Reconciliation from Total Operating Expenses to Adjusted Operating Expense 41 41 Adjusted operating expense is a non-GAAP measure.
1 of 2 Investor Relations Contact: Sarah Bush, investors@morningstar.com Media Relations Contact: Stephanie Lerdall, newsroom@morningstar.com FOR IMMEDIATE RELEASE Morningstar Chief Financial Officer Jason Dubinsky to Depart CHICAGO, Oct. 23, 2024—Morningstar, Inc. (Nasdaq: MORN), a leading provider of independent investment insights, today announced Jason Dubinsky, chief financial officer, will step down from his role at the end of the year to pursue other interests. Chief Executive Officer Kunal Kapoor said, “Jason has been an exemplary CFO and leader. He lives Morningstar's values every day and has created significant value for shareholders during his seven-plus years here. Jason has helped position the company for continued durable growth and, on behalf of the Morningstar team, I want to thank him for his leadership, stewardship, and friendship.” Dubinsky joined Morningstar in 2017 and has been the firm’s chief financial officer for over 7 years—a period in which the company’s value tripled and its revenue, operating profit, and cash flow have more than doubled. He leads a strong global finance function and has been instrumental in driving the company’s growth, helping to strengthen and diversify Morningstar's financial and business profile. “I’ve been privileged to be part of Morningstar’s 40-year history and to have had the opportunity to work across our teams to grow the business in this chapter of the company,” Dubinsky said. “It’s a special place with a great culture, and I am proud of what we accomplished together. While this is a difficult decision for me, I will leave confident in Morningstar’s bright future.” Morningstar has initiated a succession process. Dubinsky will continue to serve as chief financial officer until Dec. 31, 2024, and will be engaged in a consulting role to support a smooth transition through June 30, 2025. The company reported third-quarter earnings results today, reflecting continued growth and margin expansion in the quarter and ongoing cost management discipline. 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
2 of 2 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 $328 billion in AUMA as of Sept. 30, 2024. The Company operates through wholly-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. 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 filings with the SEC on Forms 10-K, 10-Q and 8-K. # # # ©2024 Morningstar, Inc. All Rights Reserved. MORN-C
© Oct. 23, 2024. Morningstar. All Rights Reserved. Letter from CEO Kunal Kapoor Third-Quarter Earnings 2024 Dear Morningstar shareholders, In the third quarter of 2024, revenue increased 10.5%, or 10.1% on an organic basis. Operating margins and cash flow grew significantly compared to the prior-year period. Before I dive into an update, we announced today that Jason Dubinsky, our chief financial officer for the past seven-plus years, will step down at the end of this year to pursue other interests. Jason has been a terrific partner to me over his Morningstar tenure, and shareholders have benefited from his steadfast stewardship of the business. Jason leads a strong finance function that has and will continue to evolve to support the needs of our growing global organization. To ensure a smooth transition, Jason will remain engaged as a consultant through June 30, 2025, and we look forward to celebrating his leadership and friendship over the years. We are evaluating candidates to succeed Jason and will provide an update at a later date. Another strong quarter for Morningstar Credit Morningstar Credit had another top-notch quarter, making it the largest contributor to revenue growth. Overall, while increased CMBS ratings revenue has been an important driver of our strong year-to-date results, we’re also seeing strength in other areas of the structured finance market and corporates. We’re pleased to see our efforts to diversify revenue drivers paying off. We saw growth across most other parts of the business in the quarter, including PitchBook and Morningstar Data and Analytics, while continued strength in financial markets helped support growth in revenue tied to assets under management. Morningstar Sustainalytics was an exception to this strong showing, with a revenue slowdown reflecting challenges in a few areas, including ESG Risk Ratings, where vendor consolidation and softness in parts of the retail asset and wealth client segments has hurt, and in licensed ratings, where we’ve shifted our approach. While recent results are disappointing, we believe that the changes we’ve made in licensed ratings, together with enhancements to the ESG Risk Ratings launched in May and the recent extension of our EU Action Plan solutions, will support growth over the long-term. Turning to expenses, we’re continuing to manage costs effectively. Operating income increased 65% to $115.5 million and adjusted operating income increased 41.6% to $130.3 million, compared to the prior-year period. Operating margin increased from 13.6% to 20.3%, and adjusted operating margin increased from 17.8% to 22.9%. We remain focused on durable growth and increasing revenues at a faster rate than expenses over time. Our increased profitability supported higher operating and free cash flows during the quarter. We reduced outstanding debt by $35.0 million and paid a dividend of 40.5 cents per share, or $17.4 million, in the quarter. Public-private market convergence: the opportunity The past few months have seen a flurry of activity that signals accelerated efforts to bring private market investments to an ever-wider audience. Notable announcements include BlackRock’s acquisitions of Global Infrastructure Partners and Preqin, Capital Group’s collaboration with KKR to make hybrid-public private market solutions available to retail investors, Janus Henderson’s acquisition of Victory Park Capital, and State Street and Apollo’s plans to launch what would be a first-of-its-kind actively managed exchange-traded fund to invest in public and private credit. Of course, private market investing is hardly new. Pensions, endowments, and foundations have invested across a mix of public and private assets for more than two decades. But with private markets’ rapid growth to more than $13 trillion in assets as of June 2023 and a history of attractive returns, the asset management industry is increasingly determined to bring private market investments to retail investors, enabling portfolio diversification alongside higher management fees. Morningstar was early to predict the growing convergence of public and private markets, and we believe that no one has better building blocks in place to support investors of all sizes, whether they are new to investing in private assets or already established players. That growth has helped fuel PitchBook’s success since we acquired it, with revenues increasing from $31.1 million for the trailing 12 months ended June 30, 2016 to $583.3 million for the trailing 12 months ended Sept. 30, 2024. Along the way, we’ve invested to expand PitchBook’s capabilities and the reach of its data. Today, PitchBook is a platform that hosts all of Morningstar’s private market data and research together with our public equity data and research. Building on our 2022 acquisition of Leveraged Commentary & Data, we also now offer news, data, and research for the leveraged finance and
Letter from CEO Kunal Kapoor Third-Quarter Earnings 2024 © Oct. 23, 2024. Morningstar. All Rights Reserved. private credit markets. We’ve further enriched the platform with proprietary IP, including the recently launched Manager Scores, which rank asset managers’ various fund families by strategy using a proprietary methodology designed to help limited partners evaluate a manager’s track record. While PitchBook will continue to be a key part of our value proposition as we look to the further convergence of public and private markets, the opportunity touches just about every part of the business, including, importantly, our Morningstar Data and Analytics segment. Here we bring deep expertise in building portfolio analytics and tools, developed over decades, and coverage of a wide range of investment vehicles, including open-end and exchange-traded funds, interval funds, separately managed accounts, and model portfolios. We are keenly focused on adapting these tools to help investors analyze portfolios that span public and private markets. To that end, our data teams are working to enable better portfolio analytics, including Portfolio X-Ray, Morningstar Portfolio Risk Score, and liquidity tools for portfolios that hold private assets. Other items on our road map include a standalone interval fund universe that enables better discoverability in Direct and an updated classification schema for alternative investments. Expansion of private market investments to retail investors will require improved benchmarking capabilities, and there’s also demand from asset owners and other institutional investors in this space. PitchBook continues to enhance its series of benchmarks covering all private market asset classes to help investors understand fund performance across asset class, industry, size, and vintage year, and providing transparency down to the underlying fund level in each benchmark. Meanwhile, Morningstar Indexes is also working closely with PitchBook in an ongoing effort to deliver better private market indexes, which includes the next generation of Morningstar PitchBook Global Unicorn Indexes. As retirement plan sponsors consider adding private market options to retirement plans through target date funds and managed accounts, Morningstar Retirement is developing a scalable approach to modeling and allocating to private markets. This would include identifying key factors for plan sponsors to consider when adding investment options, modeling the characteristics of private market vehicles to aid comparison to other vehicles, and extending our personalized retirement plan participant portfolio construction methodology to include private market investments or working with advisor managed accounts where the advisory firm would determine the own allocation. Further, public-private credit market convergence presents a particularly attractive opportunity for Morningstar Credit. As banks have increasingly looked to reduce on-balance sheet risks, an increasing share of debt market financing has moved to the private arena. By early 2024, private credit markets had grown to roughly $1.5 trillion in assets – on par with the size of the high-yield credit market—and are forecasted to nearly double by 2028. That growth is expected to drive a surge in demand for private credit ratings in sectors ranging from so-called esoteric asset-backed securities and asset-based lending to investment-grade and non-investment grade private placement corporate transactions. Morningstar Credit has already made meaningful inroads in private credit and can serve this market with its already existing methodologies. We believe we’re well-positioned given the private market’s focus on execution and relationships, which we view as our competitive strengths. Since Joe Mansueto founded Morningstar 40 years ago, we’ve focused on our mission of empowering investor success, and a key part of that mission is helping investors make sense of the ever-changing investing landscape through our insights and tools. The rapid growth of private markets and their extension to retail investors presents a whole new set of opportunities and risks that have not previously been on the menu. We’re ready to bring much- needed transparency to this space. Sale of Morningstar Commodity and Energy Data Finally, a quick note on a change in our Data and Analytics segment. At the end of the quarter, we closed on the sale of our Morningstar Commodity & Energy Data business to ZEMA Global Data Corporation for $52.4 million, which is not included in the Morningstar Data product area. We initially entered this business with the acquisition of Logical Information Machines at the end of 2009, with the thesis that the datasets would prove to be complementary to our core data offering. While we’ve been pleased with the product’s performance and contributions to profit, we found that its buyer base has remained distinct from our core client segments, and we haven’t seen a meaningful opportunity to cross-sell with our other data. We ultimately decided that the business would best fit with a firm that was singularly focused on this segment of the market, driving the decision to sell it. If a business doesn’t integrate with our broader offering and enable us to better meet our clients’ needs, we will focus elsewhere.
Letter from CEO Kunal Kapoor Third-Quarter Earnings 2024 © Oct. 23, 2024. Morningstar. All Rights Reserved. What I'm reading Here’s recent commentary by our researchers that I especially enjoyed: • Direct Indexing & Separately Managed Accounts: Maximizing Tax Efficiency, Jason Kephart, Bridget Hughes, Zachary Evens, and Andy Kunzweiler, October 17, 2024 • EU Taxonomy Reporting Review, Hortense Bioy, Noemi Pucci, Lisette Brackel, and Kate Dzhaha, October 3, 2023 • US Presidential Election Guide, Nizar Tarhuni, Dylan Cox, and Paul Condra, October 1, 2024 • 3 Lessons for Investors From Recent Market Drama, Dan Lefkovitz and Aditya Pillai, September 27, 2024 • The Evergreen Evolution, Zane Carmean, Hilary Wiek, Tim Clarke, and Emily Zheng, September 27, 2024 • 2024 Health Savings Account Landscape, Greg Carlson and Stephen Margaria, September 26, 2024 • PitchBook Sustainable Investment Survey, Hilary Wiek and Anikka Villegas, September 25, 2024 • Voice of the Asset Owner Survey 2024 Quantitative Analysis, Thomas Kuh, Arnold Gast, and Paul Schutzman, September 23, 2024 • A Closer Look at a Groundbreaking Active ETF Proposal, Brian Moriarty and Ryan Jackson, September 12, 2024 • 2024 Semiconductor Industry Outlook, Eric Compton, William Kerwin, Javier Correonero, Phelix Lee, Brian Colello, and Kazunori Ito, September 2024 • Obesity Drug Market: The Next Wave of GLP-1 Competition, Karen Andersen, Kazi Helal, and Damien Conover, September 2024 • Mutual Funds & Unicorns: Will Public and Private Equity Markets Finally Converge?,Jack Shannon, September 2024 • Morningstar DBRS Credit Estimate Snapshot: Q2 2024 Financial Metrics Deteriorate Modestly, Siyun Chen, Orest Gavrylak, Glen Leppert, and Jerry van Koolbergen, August 23, 2024 • Data Centres: An Introduction to Key Market Participants, Prime Markets in Europe, Challenges and Emerging Trends, Deniz Gokce, Michael Vidmar, Mirco Lacobucci, Mudasar Chaudhry, and Christian Aufsatz, August 6, 2024 You may also appreciate these recent pieces that share more about our strategy and product innovations: • Asset Owners Find ESG Growing ‘More Material,’ Morningstar Says, Bloomberg, September 24, 2024 • Investors First: The Convergence of Public and Private Markets, LinkedIn Live, September 20, 2024 • AssetMark amps up advisor offerings with Morningstar Wealth strategies, InvestmentNews, September 12, 2024 • Why AI Makes Data Governance Essential, Morningstar, September 5, 2024 • The Past, Present and Future with Morningstar Retirement’s Brock Johnson, 401(k) Specialist, August 2024 • Morningstar CEO on AI's investing impact, stock market outlook, and Fed rate cuts, CNBC, July 30, 2024 • Private Markets Are "Where the Momentum Is": Morningstar Investment Conference, Family Wealth Report, July 2, 2024 Best regards, Kunal
Letter from CEO Kunal Kapoor Third-Quarter Earnings 2024 © Oct. 23, 2024. Morningstar. All Rights Reserved. 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,” “will,” “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 third 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 Sept. 30, 2024, which has been furnished to the SEC and is available on our website.
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Morningstar (NASDAQ:MORN)
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