NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation of Interim Financial Information
The accompanying unaudited consolidated financial statements of Morningstar, Inc. and subsidiaries (Morningstar, we, our, the company) have been prepared to conform to the rules and regulations of the Securities and Exchange Commission (SEC). The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues, and expenses. Actual results could differ from those estimates. In the opinion of management, the statements reflect all adjustments, which are of a normal recurring nature, necessary to present fairly our financial position, results of operations, equity, and cash flows. These financial statements and notes are unaudited and should be read in conjunction with our Audited Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024 (our Annual Report).
The acronyms that appear in the Notes to our Unaudited Consolidated Financial Statements refer to the following:
ASC: Accounting Standards Codification
ASU: Accounting Standards Update
FASB: Financial Accounting Standards Board
2. Summary of Significant Accounting Policies
Our significant accounting policies are included in Note 2 of the Notes to our Audited Consolidated Financial Statements included in our Annual Report.
Divestitures: We may sell certain portions of our business from time to time for various reasons. In accordance with FASB ASC 360, Property, Plant, and Equipment (FASB ASC 360), we classify a disposal group to be sold as held for sale in the period in which all of the following criteria are met: management commits to a plan to sell the disposal group; the disposal group is available for immediate sale; the sale and transfer of the disposal group is expected within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. A disposal group that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell and the assets are not depreciated or amortized.
If the disposal group meets the definition of a business, the goodwill within the reporting unit is allocated to the disposal group based on its relative fair value. When the disposal group is a component of a reporting unit, the remaining unallocated goodwill is assessed to determine if any triggering events have occurred in accordance with FASB ASC 350, Intangibles – Goodwill and Other (FASB ASC 350). We assess the fair value of a disposal group, less any costs to sell, each reporting period the disposal group remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group.
We recognize a gain or loss on divestiture activity when we transfer control of the disposal group and when it is probable that we will collect substantially all of the related consideration.
Recently Issued Accounting Pronouncements Not Yet Adopted
Segment reporting: In November 2023, the FASB issued ASU No. 2023-07: Improvements to Reportable Segment Disclosures (Topic 280) (ASU No. 2023-07), which requires improved reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. This standard is effective for our fiscal year beginning on January 1, 2024 and interim periods beginning on January 1, 2025. Entities should apply the new guidance retrospectively to all prior periods presented in the financial statements. While the company is continuing to analyze the impact of the adoption on reportable segment disclosures, the standard will not impact the company's consolidated operating results, financial condition, or cash flows.
Income Taxes: In December 2023, the FASB issued ASU No 2023-09: Improvements to Income Tax Disclosures (Topic 740) (ASU No. 2023-09), which requires additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. This standard is effective for our fiscal year beginning on January 1, 2025. Entities should apply the guidance prospectively. We are evaluating the effect that ASU No. 2023-09 will have on our consolidated financial statements and related disclosures.
3. Credit Arrangements
Debt
The following table summarizes our debt as of September 30, 2024 and December 31, 2023:
(in millions)
As of September 30, 2024
As of December 31, 2023
Amended 2022 Term Facility, net of unamortized debt issuance costs of $0.4 million and $0.5 million, respectively
$
515.9
$
608.9
Amended 2022 Revolving Credit Facility
—
15.0
2.32% Senior Notes due October 26, 2030, net of unamortized debt issuance costs of $1.2 million and $1.5 million, respectively
348.8
348.5
Total debt
$
864.7
$
972.4
Credit Agreement
On May 6, 2022, the company entered into a senior credit agreement (the 2022 Credit Agreement), providing the company with a five-year multi-currency credit facility with an initial borrowing capacity of up to $1.1 billion, including a $650.0 million term loan and a $450.0 million revolving credit facility. The 2022 Credit Agreement also provided for the issuance of letters of credit and a swingline facility. The 2022 Credit Agreement was amended twice in September 2022 and again most recently in June 2024 (Amended 2022 Credit Agreement) to, among other items, eliminate the options for a second term loan draw and increase both the term loan and revolving credit facility to $650.0 million each, raising the total borrowing capacity to $1.3 billion (Amended 2022 Term Facility and Amended 2022 Revolving Credit Facility, respectively), and to update the reference rate for credit extensions in Canadian dollars. Aside from the increased borrowing capacity, the Amended 2022 Credit Agreement left the 2022 Credit Agreement terms largely unchanged. As of September 30, 2024, our total outstanding debt under the Amended 2022 Credit Agreement was $515.9 million, net of debt issuance costs, with borrowing availability of $650.0 million under the Amended 2022 Revolving Credit Facility.
The interest rate applicable to any loan under the Amended 2022 Credit Agreement is, at the company's option, either: (i) the applicable Secured Overnight Financing Rate plus an applicable margin for such loans, which ranges between 1.00% and 1.48%, based on the company's consolidated leverage ratio or (ii) the lender's base rate plus the applicable margin for such loans, which ranges between 0.00% and 0.38%, based on the company's consolidated leverage ratio.
The portions of deferred debt issuance costs related to the Amended 2022 Revolving Credit Facility are included in other current and non-current assets, and the portion of deferred debt issuance costs related to the Amended 2022 Term Facility is reported as a reduction to the carrying amount of the Amended 2022 Term Facility. Debt issuance costs related to the Amended 2022 Revolving Credit Facility are amortized on a straight-line basis to interest expense over the term of the Amended 2022 Credit Agreement. Debt issuance costs related to the Amended 2022 Term Facility are amortized to interest expense using the effective interest method over the term of the Amended 2022 Credit Agreement.
Private Placement Debt Offering
On October 26, 2020, we completed the issuance and sale of $350.0 million aggregate principal amount of 2.32% senior notes due October 26, 2030 (the 2030 Notes), in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. Proceeds were primarily used to repay a portion of the company's outstanding debt under the company's prior credit facility. Interest on the 2030 Notes is paid semi-annually on each October 30 and April 30 during the term of the 2030 Notes and at maturity, with the first interest payment date having occurred on April 30, 2021. As of September 30, 2024, our total outstanding debt, net of issuance costs, under the 2030 Notes was $348.8 million.
Each of the Amended 2022 Credit Agreement and the 2030 Notes include customary representations, warranties, and covenants, including financial covenants, that require us to maintain specified ratios of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges and consolidated funded indebtedness to consolidated EBITDA, which are evaluated on a quarterly basis. We were in compliance with these financial covenants as of September 30, 2024.
4. Acquisitions, Goodwill, and Other Intangible Assets
2024 Acquisitions
We did not make any acquisitions during the first nine months of 2024.
Goodwill
The company has seven operating segments, which are presented as the following five reportable segments: Morningstar Data and Analytics, PitchBook, Morningstar Wealth, Morningstar Credit, and Morningstar Retirement. The company's operating segments also represent the company's reporting units to which goodwill is assigned. The company allocated goodwill by reporting unit in accordance with FASB ASC 350 Intangibles—Goodwill and Other (FASB ASC 350). Under this reporting unit structure, the consolidated goodwill balance was allocated based on each reporting unit's relative fair value at January 1, 2021. The company used a market approach and assigned goodwill to the reporting units. The following table shows the changes in our goodwill balances from December 31, 2023 to September 30, 2024:
(in millions)
Morningstar Data and Analytics
PitchBook
Morningstar Wealth
Morningstar Credit
Morningstar Retirement
Total Reportable Segments
Corporate and All Other
Total
Balance as of December 31, 2023
$
605.5
$
607.4
$
94.2
$
108.6
$
93.5
$
1,509.2
$
69.6
$
1,578.8
Divestiture of Commodity and Energy Data business (See Note 5)
(3.9)
—
—
—
—
(3.9)
—
(3.9)
Foreign currency translation
3.7
—
0.8
0.1
—
4.6
0.1
4.7
Balance as of September 30, 2024
$
605.3
$
607.4
$
95.0
$
108.7
$
93.5
$
1,509.9
$
69.7
$
1,579.6
Changes in the carrying amount of the company’s recorded goodwill are mainly the result of business acquisitions, divestitures, and the effect of foreign currency translations. In accordance with FASB ASC 350, the company does not amortize goodwill; instead, goodwill is subject to an impairment test annually, or whenever indicators of impairment exist. When reviewing goodwill for impairment, we assess a number of qualitative factors to determine whether it is more likely than not that the fair value of our reporting units is less than their respective carrying values. Examples of qualitative factors that we assess include macroeconomic conditions affecting our reporting units, financial performance of our reporting units, market and competitive factors related to our reporting units, and other events specific to our reporting units. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative impairment test. The quantitative impairment test compares the estimated fair value of the reporting unit to its carrying value, and recognizes an impairment loss for the amount by which a reporting unit’s carrying amount exceeds its fair value, without exceeding the total amount of goodwill allocated to that reporting unit. We determine the fair value of a reporting unit using a market approach. Determining the fair value of a reporting unit involves judgment and the use of significant estimates and assumptions, which include assumptions regarding the revenue growth rates and operating margins used to calculate estimated future cash flows, as well as revenue and earnings multiples of publicly traded companies whose services and markets are comparable.
We perform our annual impairment reviews in the fourth quarter or when impairment indicators and triggering events are identified. The company did not record any goodwill impairment in the first nine months of 2024. Refer to Note 8 for detailed segment information.
The following table summarizes our intangible assets:
As of September 30, 2024
As of December 31, 2023
(in millions)
Gross
Accumulated Amortization
Net
Weighted Average Useful Life (years)
Gross
Accumulated Amortization
Net
Weighted Average Useful Life (years)
Customer-related assets
$
587.9
$
(281.2)
$
306.7
14
$
601.7
$
(263.8)
$
337.9
14
Technology-based assets
307.2
(204.2)
103.0
8
315.3
(197.0)
118.3
8
Intellectual property & other
91.7
(68.9)
22.8
8
93.2
(65.0)
28.2
8
Total intangible assets
$
986.8
$
(554.3)
$
432.5
12
$
1,010.2
$
(525.8)
$
484.4
12
The following table summarizes our amortization expense related to intangible assets:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
Amortization expense
$
14.7
$
17.7
$
49.9
$
52.9
We amortize intangible assets using the straight-line method over their estimated useful lives.
As of September 30, 2024, we expect intangible amortization expense for the remainder of 2024 and subsequent years to be as follows:
(in millions)
Remainder of 2024 (October 1 through December 31)
$
15.2
2025
56.6
2026
52.8
2027
46.1
2028
42.1
Thereafter
219.7
Total
$
432.5
Our estimates of future amortization expense for intangible assets may be affected by future acquisitions, divestitures, changes in the estimated useful lives, impairments, and foreign currency translation.
5. Divestitures
Effective September 30, 2024, we sold our Commodity and Energy Data business within the Morningstar Data and Analytics segment for a purchase price of $52.4 million. We recorded a $45.3 million gain on sale of business in the Consolidated Statements of Income for the three and nine months ended September 30, 2024.
The following table shows how we reconcile our net income and the number of shares used in computing basic and diluted net income per share:
Three months ended September 30,
Nine months ended September 30,
(in millions, except per share amounts)
2024
2023
2024
2023
Basic net income per share:
Consolidated net income
$
119.7
$
39.1
$
253.0
$
67.6
Weighted average common shares outstanding
42.9
42.7
42.8
42.6
Basic net income per share
$
2.79
$
0.92
$
5.91
$
1.59
Diluted net income per share:
Consolidated net income
$
119.7
$
39.1
$
253.0
$
67.6
Weighted average common shares outstanding
42.9
42.7
42.8
42.6
Net effect of dilutive stock awards
0.3
0.2
0.3
0.2
Weighted average common shares outstanding for computing diluted income per share
43.2
42.9
43.1
42.8
Diluted net income per share
$
2.77
$
0.91
$
5.87
$
1.58
During the periods presented, we have outstanding restricted stock units (RSUs), performance share awards (PSUs), and market stock units (MSUs) that are excluded from our calculation of diluted earnings per share as their effect is antidilutive. The amount of these potential antidilutive shares was immaterial.
7. Revenue
Disaggregation of Revenue
The following table presents our revenue disaggregated by revenue type. Sales and usage-based taxes are excluded from revenue.
(1) Starting with the quarter ended March 31, 2024, revenue from PitchBook media sales product was reclassified from license-based to transaction-based. Prior periods have not been restated to reflect the updated classifications.
License-based performance obligations are generally satisfied over time as the customer has access to the product or service during the term of the subscription license and the level of service is consistent during the contract period. License-based agreements typically have a term of 1 to 3 years and are accounted for as subscription services available to customers and not as a license under the accounting guidance.
Asset-based performance obligations are satisfied over time as the customer receives continuous access to a service for the term of the agreement. Asset-based arrangements typically have a term of 1 to 3 years. Asset-based fees represent variable consideration, and the customer does not make separate purchasing decisions that result in additional performance obligations. Significant changes in the underlying fund assets and significant disruptions in the market are evaluated to determine whether estimates of earned asset-based fees need to be revised for the current quarter. The timing of client asset reporting and the structure of certain contracts can result in a lag between market movements and the impact on earned revenue. An estimate of variable consideration is included in the initial transaction price only to the extent it is probable that a significant reversal in the amount of the revenue recognized will not occur. Estimates of asset-based fees are based on the most recently completed quarter and, as a result, it is unlikely a significant reversal of revenue would occur.
Transaction-based performance obligations are satisfied when the product or service is completed or delivered. Some transaction-based revenue includes revenue from surveillance services, which is recognized over time, as the customer has access to the service during the surveillance period.
Contract Liabilities
Our contract liabilities represent deferred revenue. We record contract liabilities when cash payments are received or due in advance of our performance, including amounts which may be refundable. The contract liabilities balance as of September 30, 2024 had a net increase of $18.6 million, primarily driven by cash payments received or payable in advance of satisfying our performance obligations. We recognized $453.6 million of revenue in the nine months ended September 30, 2024 that was included in the contract liabilities balance as of December 31, 2023.
We expect to recognize revenue related to our contract liabilities, including future billings, for the remainder of 2024 and subsequent years as follows:
(in millions)
As of September 30, 2024
Remainder of 2024 (October 1 through December 31)
$
364.9
2025
721.0
2026
201.6
2027
41.4
2028
9.5
Thereafter
21.8
Total
$
1,360.2
The aggregate amount of revenue we expect to recognize for the remainder of 2024 and subsequent years is higher than our contract liability balance of $562.6 million as of September 30, 2024. The difference represents the value of future obligations for signed contracts that have yet to be billed.
The table above does not include variable consideration for unsatisfied performance obligations related to certain of our license-based, asset-based, and transaction-based contracts as of September 30, 2024. We are applying the optional exemption available under ASC Topic 606, as the variable consideration relates to these unsatisfied performance obligations being fulfilled as a series. The performance obligations related to these contracts are expected to be satisfied over the next 1 to 3 years as services are provided to the client. For license-based contracts, the consideration received for services performed is based on the number of future users, which is not known until the services are performed. The variable consideration for this revenue can be affected by the number of user licenses, which cannot be reasonably estimated. For asset-based contracts, the consideration received for services performed is based on future asset values, which are not known until the services are performed. The variable consideration for this revenue can be affected by changes in the underlying value of fund assets due to client redemptions, additional investments, or movements in the market. For transaction-based contracts, the consideration received for most Internet advertising services performed is based on the number of impressions, which is not known until the impressions are created. The variable consideration for this revenue can be affected by the timing and quantity of impressions in any given period and cannot be reasonably estimated.
As of September 30, 2024, the table above also does not include revenue for unsatisfied performance obligations related to certain of our license-based and transaction-based contracts with durations of one year or less since we are applying the optional exemption under ASC Topic 606. For certain license-based contracts, the remaining performance obligation is expected to be less than one year based on the corresponding subscription terms or the existence of cancellation terms that may be exercised causing the contract term to be less than one year from September 30, 2024. For transaction-based contracts, such as new credit rating issuances and Morningstar-sponsored conferences, the related performance obligations are expected to be satisfied within the next 12 months.
Contract Assets
Our contract assets represent accounts receivable, less allowance for credit losses, and deferred commissions.
The following table summarizes our contract assets balance:
(in millions)
As of September 30, 2024
As of December 31, 2023
Accounts receivable, less allowance for credit losses
$
328.4
$
343.9
Deferred commissions
68.4
71.2
Total contract assets
$
396.8
$
415.1
8. Segment and Geographical Area Information
Segment Information
Our segments are generally organized around the company's products offerings. The company concluded that it has seven operating segments which are presented as the following five reportable segments:
•Morningstar Data and Analytics
•PitchBook
•Morningstar Wealth
•Morningstar Credit
•Morningstar Retirement
The operating segments of Morningstar Sustainalytics and Morningstar Indexes do not individually meet the quantitative segment reporting thresholds and have been combined and presented as part of Corporate and All Other, which is not a reportable segment. Corporate and All Other provides a reconciliation between revenue from our total reportable segments and consolidated revenue amounts.
Morningstar Data and Analytics provides investors comprehensive data, research and insights, and investment analysis to empower investment decision-making. Morningstar Data and Analytics includes product areas such as Morningstar Data, Morningstar Direct, and Morningstar Advisor Workstation.
PitchBook 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.
Morningstar Wealth brings together our model portfolios and wealth platform; practice and portfolio management software for registered investment advisers; data aggregation and enrichment capabilities; and our individual investor platform. Morningstar Wealth includes the Investment Management product area.
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 Credit includes the Morningstar DBRS product area and the Morningstar Credit data and credit analytics product areas.
Morningstar Retirement offers products designed to help individuals reach their retirement goals. Its offerings include managed retirement accounts, fiduciary services, Morningstar Lifetime Allocation funds, and custom models.
FASB ASC 280 establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), in deciding how to allocate resources and assess performance. The company's chief executive officer, who is considered to be its CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance.
The CODM allocates resources and assesses performance of segments based on segment revenue as well as Adjusted Operating Income. Segment Adjusted Operating Income excludes intangible amortization, M&A-related expenses (related to merger, acquisition, and divestiture activity including severance and earn-outs), and items related to the significant reduction and prior shift of the company's operations in China, such as severance and personnel expenses, transformation costs, and asset impairment costs. The CODM does not consider these items for the purposes of making decisions to allocate resources among segments or to assess segment performance. Although the amounts are excluded from segment Adjusted Operating Income, they are included in reported consolidated operating income and are included in the reconciliation to consolidated results. Expenses presented as part of the company's segments include both direct costs and allocations of shared costs. Shared costs include technology, investment research, sales, facilities, and marketing. These allocations are based on estimated utilization of shared resources and other factors. Adjusted Operating Income is the reported measure that the company believes is most consistent with those used in measuring the corresponding amount in the consolidated financial statements.
The CODM does not review any information regarding total assets on a segment basis. Operating segments do not record intersegment revenues; therefore, there is none to be reported.
The following tables present information about the company’s reportable segments for the three and nine months ended September 30, 2024 and 2023, along with the items necessary to reconcile the segment information to the totals reported in the accompanying consolidated financial statements. Prior period segment information is presented on a comparable basis to the basis on which current period segment information is presented and reviewed by the CODM.
(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. Revenue from Morningstar Sustainalytics was $27.9 million and $31.0 million for the three months ended September 30, 2024 and 2023, respectively, and $87.9 million and $87.8 million for the nine months ended September 30, 2024 and 2023, respectively. Revenue from Morningstar Indexes was $21.9 million and $17.6 million for the three months ended September 30, 2024 and 2023, respectively, and $62.5 million and $47.2 million for the nine months ended September 30, 2024 and 2023, respectively.
(2) 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 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.
(3) Excludes finance lease amortization expense of $0.1 million and $0.5 million during the three months ended September 30, 2024 and 2023, respectively, and $0.5 million and $1.0 million during the nine months ended September 30, 2024and 2023, respectively.
(4) Reflects non-recurring expenses related to merger, acquisition, and divestiture activity including pre-deal due diligence, transaction costs, severance, and post-close integration costs.
(5) Reflects costs associated with the significant reduction of the company's operations in Shenzhen, China and the shift of work related to its global business functions to other Morningstar locations.
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 RSU and MSU 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.
(6) 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.
(7) Starting with the quarter ended March 31, 2024, revenue from PitchBook's media sales product was reclassified from license-based to transaction-based. Prior periods have not been restated to reflect the updated classifications.
Geographical Area Information
The tables below summarize our revenue, long-lived assets, which includes property, equipment, and capitalized software, net, and operating lease assets by geographical area:
Revenue by geographical area
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
United States
$
411.3
$
370.7
$
1,212.5
$
1,083.5
Asia
11.9
13.0
37.6
36.7
Australia
16.3
14.5
47.0
43.5
Canada
33.0
28.8
103.4
86.2
Continental Europe
51.6
47.3
151.4
136.0
United Kingdom
42.1
38.4
123.0
106.2
Other
3.2
2.8
9.2
7.8
Total International
158.1
144.8
471.6
416.4
Consolidated revenue
$
569.4
$
515.5
$
1,684.1
$
1,499.9
Property, equipment, and capitalized software, net by geographical area
(in millions)
As of September 30, 2024
As of December 31, 2023
United States
$
187.1
$
178.5
Asia
9.2
9.9
Australia
1.8
1.9
Canada
2.3
3.6
Continental Europe
5.4
6.5
United Kingdom
6.5
7.2
Other
0.1
0.1
Total International
25.3
29.2
Consolidated property, equipment, and capitalized software, net
As of September 30, 2024 and December 31, 2023, our investment balances totaled $48.8 million and $51.1 million, respectively. We classify our investments into two categories: equity investments and debt securities. We further classify our debt securities into available-for-sale, held-to-maturity, and trading securities. Our investment portfolio consists of stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar. These investment accounts may also include exchange-traded products where Morningstar is an index provider. As of September 30, 2024, all investments in our investment portfolio have valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access, and, therefore, are classified as Level 1 within the fair value hierarchy. We recognize unrealized holding gains or losses within "Other income (expense), net" on our Consolidated Statements of Income.
10. Investments in Unconsolidated Entities
As of September 30, 2024 and December 31, 2023, our investment in unconsolidated entities balance totaled $96.0 million and $100.2 million, respectively. We have investments in both equity method investments and investments in equity securities with and without a readily determinable fair value.
The carrying amount of other investments in unconsolidated entities without a readily determinable fair value was $50.6 million and $49.9 million as of September 30, 2024 and December 31, 2023, respectively. We did not record any material adjustments or impairment losses in the first nine months of 2024 or 2023.
On January 27, 2023, we entered into a Termination Agreement (the Termination Agreement) with Morningstar Japan K.K. (now known as SBI Global Asset Management Co., Ltd. (Wealth Advisors)), and a Tender Offer Agreement (the Tender Offer Agreement) with SBI Global Asset Management Co., Ltd. (now known as SBI Asset Management Group Co., Ltd. (SBI)).
Pursuant to the Termination Agreement, Wealth Advisors agreed to cease use of the Morningstar brand and Morningstar and Wealth Advisors agreed to terminate the License Agreement originally entered into in 1998. As consideration for the transaction, Morningstar agreed to pay Wealth Advisors 8 billion Japanese yen upon the termination of the license agreement and the achievement of certain conditions related primarily to the termination of the use of the Morningstar brand by Wealth Advisors’ customers.
On April 6, 2023, we made the first cash payment of 6 billion Japanese yen ($45.1 million) and on April 19, 2023, we made the second and final cash payment of 2 billion Japanese yen ($14.8 million), pursuant to the Termination Agreement. The expense related to the Termination Agreement is recorded within "Expense from equity method transaction, net" in our Consolidated Statements of Income for the nine months ended September 30, 2023.
As part of this transaction, pursuant to the Tender Offer Agreement, Morningstar agreed to tender up to 10 million shares in Wealth Advisors to SBI. The tender offer closed on February 28, 2023, and SBI purchased 8,040,600 shares of Wealth Advisors from Morningstar, resulting in net proceeds of $26.2 million and a pre-tax gain of $18.4 million. The pre-tax gain is recorded within "Expense from equity method transaction, net" in our Consolidated Statements of Income for the nine months ended September 30, 2023.
Immediately following the tender offer, the company's ownership percentage in Wealth Advisors decreased to 13.2% from 22.1%, and as a result, we no longer account for our investment in Wealth Advisors as an equity method investment. Each reporting period, we remeasure our remaining investment in Wealth Advisors, an equity security with a readily determinable value, at fair value and recognize unrealized holding gains or losses within "Other income (expense), net" on our Consolidated Statements of Income. During the first quarter of 2023, we recognized an unrealized holding gain of $31.2 million, which is recorded within "Expense from equity method transaction, net" in our Consolidated Statement of Income for the nine months ended September 30, 2023.
11. Leases
We lease office space and certain equipment under various operating and finance leases, with most of our lease portfolio consisting of operating leases for office space.
We determine whether an arrangement is, or includes, an embedded lease at contract inception. Operating lease assets and lease liabilities are recognized at the commencement date and are initially measured using the present value of lease payments over the defined lease term. Lease expense is recognized on a straight-line basis over the lease term. For finance leases, we also recognize a finance lease asset and finance lease liability at inception, with lease expense recognized as interest expense and amortization.
A contract is or contains an embedded lease if the contract meets all the below criteria:
•there is an identified asset;
•we obtain substantially all the economic benefits of the asset; and
•we have the right to direct the use of the asset.
For initial measurement of the present value of lease payments and for subsequent measurement of lease modifications, we are required to use the rate implicit in the lease, if available. However, as most of our leases do not provide an implicit rate, we use our incremental borrowing rate, which is a collateralized rate. To apply the incremental borrowing rate, we used a portfolio approach and grouped leases based on similar lease terms in a manner whereby we reasonably expect that the application does not differ materially from a lease-by-lease approach.
Our leases have remaining lease terms of approximately 1 year to 11 years, which may include the option to extend the lease when it is reasonably certain we will exercise that option. We do not have lease agreements with residual value guarantees, sale leaseback terms, or material restrictive covenants.
Leases with an initial term of 12 months or less are not recognized on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term.
Our operating lease expense for each of the three months ended September 30, 2024 and 2023 was $11.2 million. Charges related to our operating leases that are variable and, therefore, not included in the measurement of the lease liabilities, were $4.8 million for the three months ended September 30, 2024, compared with $4.9 million for the three months ended September 30, 2023. We made lease payments of $12.5 million during the three months ended September 30, 2024, compared with $11.3 million during the three months ended September 30, 2023.
Our operating lease expense for the nine months ended September 30, 2024 was $32.0 million, compared with $36.3 million for the nine months ended September 30, 2023. Charges related to our operating leases that are variable and, therefore, not included in the measurement of the lease liabilities were $11.1 million for the nine months ended September 30, 2024, compared with $13.9 million for the nine months ended September 30, 2023. We made lease payments of $34.6 million during the nine months ended September 30, 2024, compared with $34.2 million during the nine months ended September 30, 2023.
The following table shows our minimum future lease commitments due in each of the next five years and thereafter for operating leases:
Minimum Future Lease Commitments (in millions)
Operating Leases
Remainder of 2024 (October 1 through December 31)
$
9.3
2025
40.3
2026
42.8
2027
33.9
2028
26.9
Thereafter
48.4
Total minimum lease commitments
201.6
Adjustment for discount to present value
23.7
Present value of lease liabilities
$
177.9
The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates for our operating leases:
As of September 30, 2024
Weighted-average remaining lease term (in years)
5.6
Weighted-average discount rate
4.2
%
12. Stock-Based Compensation
Stock-Based Compensation Plans
Our employees and our non-employee directors are eligible for awards under the Morningstar Amended and Restated 2011 Stock Incentive Plan, which provides for a variety of stock-based awards, including stock options, RSUs, PSUs, MSUs, and restricted stock.
The following table summarizes the stock-based compensation expense included in each of our operating expense categories:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
Cost of revenue
$
6.5
$
7.1
$
18.1
$
19.3
Sales and marketing
2.5
2.3
7.0
6.4
General and administrative
4.2
5.3
13.7
16.0
Total stock-based compensation expense
$
13.2
$
14.7
$
38.8
$
41.7
As of September 30, 2024, the total unrecognized stock-based compensation cost related to outstanding RSUs, PSUs, and MSUs expected to vest was $79.6 million, which we expect to recognize over a weighted average period of 29 months.
The following table shows our effective tax rate for the three months and nine months ended September 30, 2024 and September 30, 2023:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
Income before income taxes and equity in investments of unconsolidated entities
$
151.9
$
57.4
$
328.4
$
91.2
Equity in investments of unconsolidated entities
(2.6)
(1.6)
(5.3)
(4.7)
Income before income taxes
$
149.3
$
55.8
$
323.1
$
86.5
Income tax expense
$
29.6
$
16.7
$
70.1
$
18.9
Effective tax rate
19.8
%
29.9
%
21.7
%
21.8
%
Our effective tax rate in the third quarter and first nine months of 2024 was 19.8% and 21.7%, respectively, reflecting decreases of 10.1 and 0.1 percentage points, respectively, compared with the same periods in the prior year. The decreases are primarily attributable to the book gain in excess of taxable gain on the sale of our Commodity and Energy Data business in the third quarter of 2024.
In October 2021, the Organization for Economic Co-operation and Development (OECD) agreed to a two-pillar approach to global taxation focusing on global profit allocation (Pillar One) and a global minimum tax rate (Pillar Two). In December 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15% under Pillar Two which became effective in January 2024. Other countries are also considering changes to their tax laws to adopt certain parts of the OECD’s proposals. This legislation represents a significant change in the international tax regime and could result in increases to our effective tax rate as a result of the imposition of minimum taxes. Pillar Two did not have a material impact to our consolidated financial statements as of September 30, 2024. We are continuing to monitor developments and administrative guidance in addition to evaluating the potential impact of Pillar Two on our consolidated financial statements for future periods.
Unrecognized Tax Benefits
The table below provides information concerning our gross unrecognized tax benefits as of September 30, 2024 and December 31, 2023, as well as the effect these gross unrecognized tax benefits would have on our income tax expense, if they were recognized.
(in millions)
As of September 30, 2024
As of December 31, 2023
Gross unrecognized tax benefits
$
14.5
$
13.0
Gross unrecognized tax benefits that would affect income tax expense
$
14.5
$
13.0
Decrease in income tax expense upon recognition of gross unrecognized tax benefits
$
14.2
$
12.8
Our Unaudited Consolidated Balance Sheets include the following liabilities for unrecognized tax benefits. These amounts include interest and penalties, less any associated tax benefits.
Liabilities for Unrecognized Tax Benefits (in millions)
Because we conduct business globally, we file income tax returns in U.S. federal, state, local, and foreign jurisdictions. We are currently under audit by federal, state, and local tax authorities in the U.S. as well as tax authorities in certain non-U.S. jurisdictions. It is likely that the examination phase of some of these federal, state, local, and non-U.S. audits will conclude in 2024. It is not possible to estimate the effect of current audits on previously recorded unrecognized tax benefits.
Approximately 73% of our cash, cash equivalents, and investments balance as of September 30, 2024 was held by our operations outside of the United States. We generally consider our U.S. directly-owned foreign subsidiary earnings to be permanently reinvested. We believe that our cash balances and investments in the United States, along with cash generated from our U.S. operations, will be sufficient to meet our U.S. operating and cash needs for the foreseeable future, without requiring us to repatriate earnings from these foreign subsidiaries.
Certain of our non-U.S. operations have incurred net operating losses (NOLs), which may become deductible to the extent these operations become profitable. For each of our operations, we evaluate whether it is more likely than not that the tax benefits related to NOLs will be realized. As part of this evaluation, we consider evidence such as tax planning strategies, historical operating results, forecasted taxable income, and recent financial performance. In the year that certain non-U.S. operations record a loss, we do not recognize a corresponding tax benefit, which increases our effective tax rate. Upon determining that it is more likely than not that the NOLs will be realized, we reduce the tax valuation allowances related to these NOLs, which results in a reduction to our income tax expense and our effective tax rate in that period.
14. Contingencies
We record accrued liabilities for litigation, regulatory, and other business matters when those matters represent loss contingencies that are both probable and estimable. In these cases, there may be an exposure to loss in excess of any amounts accrued. Unless a loss contingency is both probable and estimable, we do not establish an accrued liability. As litigation, regulatory, or other business matters develop, we evaluate on an ongoing basis whether such matters present a loss contingency that is probable and estimable.
Data Audits and Reviews
In our global data business, we include in our products, or directly redistribute to our customers, data and information licensed from third-party vendors. Our compliance with the terms of these licenses is reviewed internally and is also subject to audit by the third-party vendors. At any given time, we may be undergoing several such internal reviews and third-party vendor audits, and the results and findings may indicate that we may be required to make a payment for prior data usage. Due to a lack of available information and data, as well as potential variations of any audit or internal review findings, we generally are not able to reasonably estimate a possible loss, or range of losses, for these matters. In situations where more information or specific areas subject to audit are available, we may be able to estimate a potential range of losses. While we cannot predict the outcome of these processes, we do not anticipate they will have a material adverse effect on our business, operating results, or financial position.
Ratings and Regulatory Matters
Our ratings and related research activities, including credit ratings, environmental, social, and governance (ESG) ratings, managed investment, and equity ratings, are or may in the future become subject to regulation or increased scrutiny from executive, legislative, regulatory, and private parties. As a result, those activities may be subject to governmental, regulatory, and legislative investigations, regulatory examinations in the ordinary course of business, subpoenas, and other forms of legal process, which may lead to claims and litigation that are based on these ratings and related research activities. Our regulated businesses are generally subject to periodic reviews, inspections, examinations, and investigations by regulators in the jurisdictions in which they operate, any of which may result in claims, legal proceedings, assessments, fines, penalties, disgorgement, or restrictions on business activities. While it is difficult to predict the outcome of any particular investigation or proceeding, we do not believe the result of any of these matters will have a material adverse effect on our business, operating results, or financial position.
We are involved from time to time in commercial disputes and legal proceedings that arise in the normal course of our business. While it is difficult to predict the outcome of any particular dispute or proceeding, we do not believe the result of any of these matters will have a material adverse effect on our business, operating results, or financial position.
15. Share Repurchase Program
On December 6, 2022, the board of directors approved a share repurchase program that authorizes the company to repurchase up to $500.0 million in shares of the company's outstanding common stock, effective January 1, 2023. This authorization replaced the then-existing share repurchase program and expires on December 31, 2025. Under this authorization, we may repurchase shares from time to time at prevailing market prices on the open market or in private transactions in amounts that we deem appropriate.
For the three and nine months ended September 30, 2024, we did not repurchase any shares under the share repurchase program. As of September 30, 2024, we have $498.6 million available for future repurchases under the current share repurchase program.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion included in this section, as well as other under sections of this Quarterly Report on Form 10-Q (this Quarterly 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, ESG, and index businesses;
•failing to innovate our product and service offerings or anticipate our clients’ changing needs;
•the impact of artificial intelligence and related new technologies on our business, legal, and regulatory exposure profile and reputation;
•failure to detect errors in our products or 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 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 we operate in could materially affect 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 can be found in our other filings with the Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for the year ended December 31, 2023 (our Annual Report) as supplemented by our recent Quarterly Reports on Form 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.
All dollar and percentage comparisons, which are often accompanied by words such as “increase,” “decrease,” “grew,” “declined,” “was up,” “was down,” “was flat,” or “was similar” refer to a comparison with the same period in the previous year unless otherwise stated.
Understanding our company
Our Business
Our mission is to empower investor success. The investing ecosystem is complex, and navigating it with confidence requires a trusted, independent voice. We deliver our perspective to institutions, advisors, and individuals with a single-minded purpose: to empower investors with the conviction that they can make better-informed decisions and realize success on their own terms.
Our strategy is to deliver insights and experiences that are essential to the investor workflow. Proprietary data sets, meaningful analytics, independent research, and effective investment strategies are at the core of the powerful digital solutions that investors across our client segments rely on. We have a keen focus on innovation across data, research, product, and delivery so that we can effectively cater to the evolving needs and expectations of investors globally.
The company has seven operating segments which are presented as the following five reportable segments: Morningstar Data and Analytics, PitchBook, Morningstar Wealth, Morningstar Credit, and Morningstar Retirement. The operating segments of Morningstar Sustainalytics and Morningstar Indexes do not individually meet the quantitative segment reporting thresholds and have been combined and presented as part of Corporate and All Other, which is not a reportable segment. Prior period segment information is presented on a comparable basis to the basis on which current period segment information is presented and reviewed by the chief operating decision maker (CODM). For additional information about our segment reporting, refer to Note 8 of the Notes to our Unaudited Consolidated Financial Statements.
In addition to reviewing revenue by our reportable segments, we review revenue by type. We leverage our proprietary data and research to sell products and services across our portfolio that generate revenue in three primary ways:
License-based: The majority of our research, data, and proprietary platforms are accessed via subscription services that grant access on either a per user or enterprise-basis for a specified period of time.
Asset-based: We charge basis points and other fees for assets under management (AUM) or advisement (AUMA).
Transaction-based: Revenue is transactional, or one-time, in nature, compared with the recurring revenue streams represented by our license and asset-based products.
To supplement our consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), we use the following non-GAAP measures:
•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); 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.
We present organic revenue because we believe it helps investors better compare our period-to-period results, and our management team uses this measure to evaluate the performance of our business. We exclude revenue from acquired businesses from our organic revenue growth calculation for a period of 12 months after we complete the acquisition. For divestitures, we exclude revenue in the prior year period for which there is no comparable revenue in the current period.
We present adjusted operating income and adjusted operating margin because we believe they better reflect period-over-period comparisons and improve overall understanding of the underlying performance of the business absent the impact of M&A and the shift of the company's operations in China.
We present free cash flow solely as supplemental disclosure to help investors better understand how much cash is available after capital expenditures. Our management team uses free cash flow as a metric to evaluate the health of our 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).
(1)Starting with the quarter ended March 31, 2024, revenue from PitchBook's media sales product was reclassified from license-based to transaction-based. Prior periods have not been restated to reflect the updated classifications.
(2) Corporate and All Other provides a reconciliation between revenue from our reportable segments and consolidated revenue. Corporate and All Other includes Morningstar Sustainalytics and Morningstar Indexes as sources of revenues.
In the third quarter of 2024, consolidated revenue increased 10.5% to $569.4 million. Foreign currency translations had a positive impact in the quarter, increasing revenue by $1.6 million.
License-based revenue grew $24.3 million, or 6.3%, during the third quarter of 2024. On an organic basis, license-based revenue increased 6.4%. Reported and organic revenue growth was primarily driven by strong demand for PitchBook and Morningstar Data and Analytics products.
Asset-based revenue increased $12.3 million, or 17.2%, during the third quarter of 2024. On an organic basis, asset-based revenue increased 16.9%. Reported and organic revenue growth was primarily driven by increases in Morningstar Wealth, Morningstar Retirement, and Morningstar Indexes.
Transaction-based revenue increased $17.3 million, or 29.1%, in the third quarter of 2024. On an organic basis, transaction-based revenue increased 25.9%, primarily driven by Morningstar Credit revenue.
In the first nine months of 2024, consolidated revenue increased 12.3% to $1,684.1 million. Foreign currency translations had a positive impact in the first nine months of 2024, increasing revenue by $1.4 million.
License-based revenue grew $86.2 million, or 7.7%, during the first nine months of 2024. On an organic basis, license-based revenue increased 7.9%. Reported and organic revenue growth was primarily driven by strong demand for PitchBook and Morningstar Data and Analytics products.
Asset-based revenue increased $41.4 million, or 20.3%, on a reported and organic basis in the first nine months of 2024. Reported and organic revenue growth was primarily driven by increases in Morningstar Wealth, Morningstar Retirement, and Morningstar Indexes.
Transaction-based revenue increased $56.6 million, or 33.0%, in the first nine months of 2024. On an organic basis, transaction-based revenue increased 30.3% primarily driven by Morningstar Credit revenue.
Organic Revenue
Organic revenue (revenue excluding acquisitions, divestitures, the adoption of new accounting standards or revisions to accounting practices (accounting changes), and the effect of foreign currency translations) is considered a non-GAAP financial measure.
We exclude revenue from acquired businesses from our organic revenue growth calculation for a period of 12 months after we complete the acquisition. For divestitures, we exclude revenue in the prior period for which there is no comparable revenue in the current period. Beginning in the fourth quarter of 2024, we will exclude revenue related to our Commodity and Energy Data business, which we divested in the third quarter of 2024, from our organic revenue growth calculation for a period of 12 months after we complete the divestiture.
The table below reconciles reported consolidated revenue with organic revenue:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
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
%
Organic revenue increased 10.1% in the third quarter, driven by organic growth in Morningstar Credit, PitchBook, and Morningstar Data and Analytics. Organic revenue increased 12.2% during the first nine months of 2024, driven by growth in Morningstar Credit, PitchBook, and Morningstar Data and Analytics. Foreign currency translations had a $1.6 million impact on revenue during the third quarter of 2024 and a $1.4 million impact during the first nine months of 2024.
International revenue comprised 28% of our consolidated revenue for the third quarter and first nine months of 2024 and 2023. Approximately 59% of international revenue was generated in Continental Europe and the United Kingdom during the third quarters of both 2024 and 2023, compared to 58% during the first nine months of both 2024 and 2023.
Consolidated Operating Expense
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Cost of revenue
$
222.7
$
202.9
9.8
%
$
663.5
$
638.1
4.0
%
% of consolidated revenue
39.1
%
39.4
%
(0.3)
pp
39.4
%
42.5
%
(3.1)
pp
Sales and marketing
107.9
106.3
1.5
%
323.8
323.4
0.1
%
% of consolidated revenue
19.0
%
20.6
%
(1.6)
pp
19.2
%
21.6
%
(2.4)
pp
General and administrative
77.6
89.7
(13.5)
%
238.2
263.8
(9.7)
%
% of consolidated revenue
13.6
%
17.4
%
(3.8)
pp
14.2
%
17.6
%
(3.4)
pp
Depreciation and amortization
45.7
46.6
(1.9)
%
142.0
138.4
2.6
%
% of consolidated revenue
8.0
%
9.0
%
(1.0)
pp
8.4
%
9.2
%
(0.8)
pp
Total operating expense
$
453.9
$
445.5
1.9
%
$
1,367.5
$
1,363.7
0.3
%
% of consolidated revenue
79.7
%
86.4
%
(6.7)
pp
81.2
%
90.9
%
(9.7)
pp
Consolidated operating expense increased $8.4 million, or 1.9%, in the third quarter of 2024 and was relatively flat during the nine months ended September 30, 2024. Excluding the impact of M&A-related expenses, amortization, and costs related to the transition of the company's China activities in the prior-year periods, operating expense increased 3.7% in the third quarter and 2.0% during the first nine months of 2024. Foreign currency translations also had an unfavorable $1.2 million and $0.8 million impact on operating expense during the third quarter of 2024 and the first nine months of 2024, respectively.
Increases in compensation expense and technology infrastructure costs were mostly offset by decreases in severance expense and amortization expense during the third quarter of 2024 and the impact of SEC settlement-related expenses for DBRS, Inc. in the third quarter of 2023.
Compensation expense (which primarily consists of salaries, bonuses, and other company-sponsored benefits) increased $16.2 million in the third quarter of 2024. These higher costs primarily reflect an increase in bonus expense as a result of 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 of $4.0 million were also an operating expense driver during the third quarter of 2024 due to the company's investment in and renewal of various SaaS-based platforms across the business.
Depreciation expense increased $2.5 million in the third quarter of 2024, driven mainly by higher levels of capitalized software development over the past several years.
On September 29, 2023, DBRS, Inc. entered into two settlements with the SEC requiring DBRS, Inc. to pay an aggregate of $8.0 million in civil monetary penalties. The DBRS, Inc. SEC settlements resulted in a $6.0 million expense for the third quarter of 2023, bringing the total expense to $8.0 million for the first nine months of 2023.
Severance expense decreased $3.9 million during the third quarter of 2024 compared to the prior year period. We recorded $5.0 million of severance expense during the third quarter of 2023 related to targeted reorganizations and headcount reductions in certain parts of the business, including Morningstar Sustainalytics, Morningstar Wealth, and Morningstar Credit.
Intangible amortization expense decreased $3.0 million during the third quarter of 2024 compared to the prior year period as certain intangible assets from some of our earlier acquisitions became fully amortized.
Increases in compensation expense, technology infrastructure costs, and depreciation expense were mostly offset by decreases in professional fees and facilities-related expenses during the first nine months of 2024 and the impact of DBRS, Inc. SEC settlement-related expenses during the first nine months of 2023.
Compensation expense, technology infrastructure costs, and depreciation expense increased $23.7 million, $9.4 million, and $7.1 million, respectively, in the first nine months of 2024 compared to the prior year period due to the factors noted above.
Professional fees and facilities-related expenses decreased $9.3 million and $7.0 million, respectively, during the first nine months of 2024 compared with the prior year period. Professional fees declined due to lower expenses for third-party resources supporting M&A integration-related activity. Facilities-related expenses decreased partially due to reduction of office space in certain geographies.
Cost of Revenue
Cost of revenue is our largest category of operating expense, representing about half of our total operating expense. Our business relies heavily on human capital, and cost of revenue includes the compensation expense for employees who develop our products and deliver our services. We include compensation expense for approximately 76% of our employees in this category.
Cost of revenue increased $19.8 million in the third quarter of 2024 and $25.4 million in thefirst nine months of 2024. Higher compensation expense of $13.1 million and $17.3 million in the third quarter and first nine months of 2024, respectively, were the primarily drivers of the increase due to the factors noted above. Higher technology infrastructure costs also increased $2.1 million and $5.5 million during the third quarter and first nine months of 2024, respectively, due to the same factors noted above.
Sales and Marketing
Sales and marketing expense increased $1.6 million in the third quarter of 2024 and was relatively flat during the first nine months of 2024. Advertising and marketing costs increased $1.0 million during the third quarter of 2024 due to higher marketing campaign and conference expense. Professional fees also increased $1.0 million during the third quarter of 2024.
General and Administrative
General and administrative expense decreased $12.1 million in the third quarter of 2024. A decline in SEC-related settlement expense and professional fees of $6.0 million and $3.7 million, respectively, were the largest contributors to the decline during the quarter due to the factors noted above.
General and administrative expense decreased $25.6 million in the first nine months of 2024. A decline in professional fees and 2023 DBRS, Inc. SEC-related settlement expenses of $13.0 million and $8.0 million, respectively, were the largest contributors to the decline due to the factors noted above. Facilities-related expenses also declined $6.7 million during the first nine months of 2024 due to the factors noted above. These decreases were partially offset by higher compensation expense primarily due to an increase in bonus expense and company-sponsored benefits.
Depreciation and Amortization
Depreciation expense increased $2.5 million in the third quarter of 2024 and $7.1 million in the first nine months of 2024, driven mainly by higher levels of capitalized software development over the past several years.
Intangible amortization expense decreased $3.0 million during both the third quarter of 2024 and the first nine months of 2024 as certain intangible assets from some of our earlier acquisitions became fully amortized.
Consolidated Operating Income and Operating Margin
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Operating income
$
115.5
$
70.0
65.0
%
$
316.6
$
136.2
132.5
%
% of revenue
20.3
%
13.6
%
6.7
pp
18.8
%
9.1
%
9.7
pp
Consolidated operating income increased $45.5 million in the third quarter of 2024, reflecting an increase in revenue of $53.9 million and an increase in operating expense of $8.4 million. Operating margin was 20.3%, an increase of 6.7 percentage points compared with the third quarter of 2023.
Consolidated operating income increased $180.4 million in the first nine months of 2024, reflecting an increase in revenue of $184.2 million and a decrease in operating expense of $3.8 million. Operating margin was 18.8%, an increase of 9.7 percentage points compared with the first nine months of 2023.
Non-GAAP Financial Measures
We reported adjusted operating income of $130.3 million and $372.1 million in the third quarter of 2024 and first nine months of 2024, respectively, which excludes intangible amortization expense, M&A-related expenses, and expenses related to the significant reduction and shift of the company's operations in China. Adjusted operating income is a non-GAAP financial measure; the table below shows a reconciliation to the most directly comparable GAAP financial measure.
We reported adjusted operating margin of 22.9% in the third quarter of 2024 and 22.1% in the first nine months of 2024, which excludes intangible amortization expense, M&A-related expenses, and expenses related to the significant reduction and shift of the company's operations in China. Adjusted operating margin is a non-GAAP financial measure; the table below shows a reconciliation to the most directly comparable GAAP financial measure.
(1) Excludes finance lease amortization expense of $0.1 million and $0.5 million during the three months ended September 30, 2024 and 2023, respectively, and $0.5 million and $1.0 million during the nine months ended September 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) 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 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.
Segment Results
Segment adjusted operating income reflects the impact of direct segment expenses as well as certain allocated centralized costs, such as information technology, sales and marketing, and research and data.
Morningstar Data and Analytics
The following table presents the results for Morningstar Data and Analytics:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Total revenue
$
198.5
$
188.7
5.2
%
$
592.1
$
554.5
6.8
%
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
Total revenue increased $9.8 million, or 5.2%, for the three months ended September 30, 2024. Revenue grew 4.7% on an organic basis, 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 contributed $5.9 million to revenue growth, with revenue increasing 11.5%, or 11.0%, on an organic basis, reflecting growth across all geographies. Direct licenses increased 1.4%.
Morningstar Data contributed $5.4 million to revenue growth, with revenue increasing 7.6% or 7.0% on an organic basis. Increases in managed investment (fund) data and Morningstar Essentials helped drive Morningstar Data growth, partially offset by softness in exchange market data.
Adjusted operating income increased $3.0 million, or 3.4%, and adjusted operating margin decreased 0.8 percentage points for the three months ended September 30, 2024, due in part to higher stock-based compensation.
Total revenue increased $37.6 million, or 6.8%, for the nine months ended September 30, 2024. Revenue grew 6.6% on an organic basis, primarily driven by growth in Morningstar Data and Morningstar Direct.
Adjusted operating income increased $20.5 million, or 8.2%, and adjusted operating margin increased 0.6 percentage points for the nine months ended September 30, 2024.
Depreciation expense was $9.8 million and $7.9 million for the three months ended September 30, 2024 and 2023, respectively, and $27.5 million and $23.1 million for the nine months ended September 30, 2024 and 2023, respectively.
PitchBook
The following table presents the results for PitchBook:
Total revenue increased $17.0 million, or 12.2% on a reported and organic basis, for the three months ended September 30, 2024.
Revenue for the PitchBook platform, direct data, and Leveraged Commentary & Data (LCD) combined contributed $17.1 million to revenue growth, with revenue increasing 12.5% on a reported and organic basis. Growth was primarily driven by the PitchBook platform with licensed users growing 19.0%. PitchBook clients who were not previously 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.
Adjusted operating income increased $11.3 million, or 28.9%, and adjusted operating margin increased 4.2 percentage points for the three months ended September 30, 2024.
Total revenue increased $48.4 million, or 11.9% on a reported and organic basis, for the nine months ended September 30, 2024. Revenue growth was primarily driven by the PitchBook platform.
Adjusted operating income increased $31.0 million, or 29.1%, and adjusted operating margin increased 4.0 percentage points for the nine months ended September 30, 2024. The increase in margin was partially driven by the forfeiture of stock in the now-terminated PitchBook management bonus plan, which was a compensation vehicle designed primarily to incentivize PitchBook's former CEO.
Depreciation expense was $7.6 million and $6.8 million for the three months ended September 30, 2024 and 2023, respectively, and $23.3 million and $19.5 million for the nine months ended September 30, 2024 and 2023, respectively.
Morningstar Wealth
The following table presents the results for Morningstar Wealth:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Total revenue
$
61.8
$
58.0
6.6
%
$
183.4
$
168.7
8.7
%
Adjusted operating 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
Total revenue increased $3.8 million, or 6.6%, for the three months ended September 30, 2024. Revenue grew 6.1% on an organic basis, primarily driven by growth in Investment Management, which was partially offset by softness in advertising sales for Morningstar.com.
Asset-based revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag for certain Investment Management products including Morningstar Managed Portfolios. The timing of client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue. The following table summarizes our approximate Morningstar Wealth AUMA:
Investment Management contributed $4.5 million to consolidated revenue growth, with revenue increasing 14.5% on a reported or 13.3% organic basis. Growth was primarily supported by higher revenue for strategist model portfolios offered on third-party platforms. Reported 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.
Adjusted operating loss decreased $7.5 million and adjusted operating margin increased 13.0 percentage points for the three months ended September 30, 2024. Prior-year period operating expense included $1.4 million in severance related to targeted reorganizations.
Total revenue increased $14.7 million, or 8.7%, for the nine months ended September 30, 2024. Revenue grew 8.7% on an organic basis, primarily driven by growth in Investment Management.
Adjusted operating loss decreased $26.6 million and adjusted operating margin increased 16.2 percentage points for the nine months ended September 30, 2024.
Depreciation expense was $4.3 million and $4.0 million for the three months ended September 30, 2024 and 2023, respectively, and $14.0 million and $11.7 million for the nine months ended September 30, 2024 and 2023, respectively.
Morningstar Credit
The following table presents the results for Morningstar Credit:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Total revenue
$
70.9
$
52.9
34.0
%
$
208.8
$
153.9
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
Total revenue increased $18.0 million, or 34.0% on a reported and organic basis, for the three months ended September 30, 2024. 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.
Adjusted operating income increased $12.4 million and adjusted operating margin increased 16.1 percentage points for the three months ended September 30, 2024. Prior-year period operating expense included $6.0 million in expense related to the DBRS, Inc. SEC settlements and $1.1 million in severance related to targeted reorganizations.
Total revenue increased $54.9 million, or 35.7% on a reported and organic basis, for the nine months ended September 30, 2024. Consistent with the trend for the three months ended September 30, 2024, year-to-date growth was supported by ratings-related revenue increasing across asset classes and geographies.
Adjusted operating income increased $51.6 million and adjusted operating margin increased 24.0 percentage points for the nine months ended September 30, 2024.
Depreciation expense was $2.2 million and $2.0 million for the three months ended September 30, 2024 and 2023, respectively, and $5.8 million and $7.2 million for the nine months ended September 30, 2024 and 2023, respectively.
The following table presents the results for Morningstar Retirement:
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
Total revenue
$
31.8
$
27.7
14.8
%
$
93.5
$
80.3
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
Total revenue increased $4.1 million, or 14.8% on a reported and organic basis for the three months ended September 30, 2024. AUMA, calculated using the most recently available average quarterly or monthly data, 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.
Asset-based revenue is based on quarter-end, prior quarter-end, or average asset levels during each quarter, which are often reported on a one-quarter lag. The timing of client asset reporting and the structure of our contracts often results in a lag between market movements and the impact on revenue. The following table summarizes our approximate Morningstar RetirementAUMA:
As of September 30,
(in billions)
2024
2023
Change
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
%
Adjusted operating income increased $2.2 million, or 15.0%, and adjusted operating margin was unchanged for the three months ended September 30, 2024.
Total revenue increased $13.2 million, or 16.4% on a reported and organic basis for the nine months ended September 30, 2024. Year-to-date growth, similar to the three months ended September 30, 2024, was supported by higher AUMA.
Adjusted operating income increased $9.1 million, or 23.2%, and adjusted operating margin increased 2.9 percentage points for the nine months ended September 30, 2024.
Depreciation expense was $2.2 million and $2.9 million for the three months ended September 30, 2024 and 2023, respectively, and $7.6 million and $8.1 million for the nine months ended September 30, 2024 and 2023, respectively.
Corporate and All Other
Corporate and All Other revenue increased $1.2 million, or 2.5% on a reported basis, and $15.4 million, or 11.4% on a reported basis for the three and nine months ended September 30, 2024, respectively.
Morningstar Indexes contributed $4.3 million to Corporate and All Other revenue growth with revenue increasing 24.4%, or 23.7%, on an organic basis for the three months ended September 30, 2024. The increase in Morningstar Indexes revenue was primarily driven by 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 Indexes contributed $15.3 million to Corporate and All Other revenue growth with revenue increasing 32.4%, or 32.3%, on an organic basis for the nine months ended September 30, 2024.
Morningstar Sustainalytics revenues declined compared to the prior period for the three months ended September 30, 2024. The decline was largely driven by lower revenues for ESG Risk Ratings and other licensed-based products, 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.
Morningstar Sustainalytics contributed $0.5 million to Corporate and All Other revenue growth with revenue increasing 0.6%, or 0.4%, on an organic basis for the nine months ended September 30, 2024.
Non-operating income (expense), net, Equity in investments of unconsolidated entities, and Effective tax rate and income tax expense
Non-Operating Income (Expense), Net
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
Interest income
$
3.2
$
3.0
$
8.5
$
5.9
Interest expense
(12.1)
(15.8)
(39.2)
(46.1)
Realized gain on sale of investments, reclassified from other comprehensive income
0.5
1.9
3.3
2.4
Gain on sale of business
45.3
—
45.3
—
Expense from equity method transaction, net
—
—
—
(11.8)
Other income (expense), net
(0.5)
(1.7)
(6.1)
4.6
Non-operating income (expense), net
$
36.4
$
(12.6)
$
11.8
$
(45.0)
Interest income reflects interest from our investment portfolio. Interest expense mainly relates to the outstanding principal balance under our Amended 2022 Credit Agreement and the $350.0 million aggregate principal amount of our 2030 Notes.
Effective September 30, 2024, we sold our Commodity and Energy Data business within the Morningstar Data and Analytics segment for a purchase price of $52.4 million and recorded a $45.3 million gain on sale of business in the Consolidated Statements of Income for the three and nine months ended September 30, 2024.
Expense from equity method transaction, net for the nine months ended September 30, 2023 reflects the impact of the Termination Agreement with Morningstar Japan K.K. (now known as SBI Global Asset Management Co., Ltd. (Wealth Advisors)) and the Tender Offer Agreement with SBI Global Asset Management Co., Ltd. (now known as SBI Asset Management Group Co., Ltd. (SBI)). See Note 10 of the Notes to our Unaudited Consolidated Financial Statements for additional information on the Termination Agreement and Tender Offer Agreement.
Other income (expense), net includes foreign currency exchange gains (losses) and unrealized gains (losses) on investments.
Equity in Investments of Unconsolidated Entities
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
2024
2023
Equity in investments of unconsolidated entities
$
(2.6)
$
(1.6)
$
(5.3)
$
(4.7)
Equity in investments of unconsolidated entities primarily reflects income and losses from our unconsolidated entities.
Income before income taxes and equity in investments of unconsolidated entities
$
151.9
$
57.4
$
328.4
$
91.2
Equity in investments of unconsolidated entities
(2.6)
(1.6)
(5.3)
(4.7)
Income before income taxes
$
149.3
$
55.8
$
323.1
$
86.5
Income tax expense
$
29.6
$
16.7
$
70.1
$
18.9
Effective tax rate
19.8
%
29.9
%
21.7
%
21.8
%
Our effective tax rate in the third quarter and first nine months of 2024 was 19.8% and 21.7%, respectively, reflecting decreases of 10.1 and 0.1 percentage points, respectively, compared with the same periods in the prior year. The decreases are primarily attributable the book gain in excess of taxable gain on the sale of our Commodity and Energy Data business in the third quarter of 2024.
Liquidity and Capital Resources
As of September 30, 2024, we had cash, cash equivalents, and investments totaling $601.7 million, compared with $389.0 million as of December 31, 2023, an increase of $212.7 million.
Cash provided by operating activities is our main source of cash. In the first nine months of 2024, cash provided by operating activities was $438.2 million compared to $178.6 million in the prior-year period. Free cash flow increased to $336.1 million compared to $89.5 million in the prior-year period. Operating cash flow and free cash flow were driven by higher cash earnings and improvements in working capital. We made annual bonus payments of $123.9 million during the first quarter of 2024 compared with $98.3 million in the first quarter of 2023.
We believe our available cash balances and investments, along with cash generated from operations and our Amended 2022 Credit Facility, will be sufficient to meet our operating and cash needs for at least the next 12 months. We are focused on maintaining a strong balance sheet and liquidity position. We hold our cash reserves in cash equivalents and investments and maintain a conservative investment policy. We invest most of our investment balance in stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar. These investment accounts may also include exchange-traded products where Morningstar is an index provider.
Approximately 73% of our cash, cash equivalents, and investments balance as of September 30, 2024 was held by our operations outside the United States, down from 76% as of December 31, 2023. We generally consider our U.S. directly-owned foreign subsidiary earnings to be permanently reinvested.
We intend to use our cash, cash equivalents, and investments for general corporate purposes, including working capital and funding future growth.
Credit Agreement
On May 6, 2022, the company entered into a senior credit agreement (the 2022 Credit Agreement), providing the Company with a five-year multi-currency credit facility with an initial borrowing capacity of up to $1.1 billion, including a $650.0 million term loan and a $450.0 million revolving credit facility. The 2022 Credit Agreement also provided for the issuance of letters of credit and a swingline facility. The 2022 Credit Agreement was amended twice in September 2022 and again most recently in June 2024 (Amended 2022 Credit Agreement) to, among other items, eliminate the options for a second term loan draw and increase both the term loan and revolving credit facility to $650.0 million each, raising the total borrowing capacity to $1.3 billion (Amended 2022 Term Facility and Amended 2022 Revolving Credit Facility, respectively), and to update the reference rate for credit extensions in Canadian dollars. Aside from the increased borrowing capacity, the Amended 2022 Credit Agreement left the 2022 Credit Agreement terms largely unchanged. As of September 30, 2024, our total outstanding debt under the Amended 2022 Credit Agreement was $515.9 million, net of debt issuance costs, with borrowing availability of $650.0 million under the Amended 2022 Revolving Credit Facility.
The interest rate applicable to any loan under the Amended 2022 Credit Agreement is, at the company's option, either: (i) the applicable Secured Overnight Financing Rate plus an applicable margin for such loans, which ranges between 1.00% and 1.48%, based on the company's consolidated leverage ratio or (ii) the lender's base rate plus the applicable margin for such loans, which ranges between 0.00% and 0.38%, based on the company's consolidated leverage ratio.
The portions of deferred debt issuance costs related to the Amended 2022 Revolving Credit Facility are included in other current and non-current assets, and the portion of deferred debt issuance costs related to the Amended 2022 Term Facility is reported as a reduction to the carrying amount of the Amended 2022 Term Facility. Debt issuance costs related to the Amended 2022 Revolving Credit Facility are amortized on a straight-line basis to interest expense over the term of the Amended 2022 Credit Agreement. Debt issuance costs related to the Amended 2022 Term Facility are amortized to interest expense using the effective interest method over the term of the Amended 2022 Credit Agreement.
Private Placement Debt Offering
On October 26, 2020, we completed the issuance and sale of $350.0 million aggregate principal amount of 2.32% senior notes due October 26, 2030 (the 2030 Notes), in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. Proceeds were primarily used to repay a portion of the company's outstanding debt under the company's prior credit facility. Interest on the 2030 Notes is paid semi-annually on each October 30 and April 30 during the term of the 2030 Notes and at maturity, with the first interest payment date having occurred on April 30, 2021. As of September 30, 2024, our total outstanding debt, net of issuance costs, under the 2030 Notes was $348.8 million.
Compliance with Covenants
Each of the Amended 2022 Credit Agreement and the 2030 Notes include customary representations, warranties, and covenants, including financial covenants, that require us to maintain specified ratios of consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA) to consolidated interest charges and consolidated funded indebtedness to consolidated EBITDA, which are evaluated on a quarterly basis. We were in compliance with these financial covenants as of September 30, 2024, with consolidated funded indebtedness to consolidated EBITDA calculated at approximately 1.2x.
Dividend
In September 2024, our board of directors approved a regular quarterly dividend of $0.405 per share, or $17.4 million, payable on October 31, 2024 to shareholders of record as of October 4, 2024. We paid $52.0 million in dividends in the nine months ended September 30, 2024.
Share Repurchase Program
In December 2022, the board of directors approved a share repurchase program that authorizes the company to repurchase up to $500.0 million in shares of the company's outstanding common stock, effective January 1, 2023. This authorization expires on December 31, 2025. For the three and nine months ended September 30, 2024, we did not repurchase any shares under the share repurchase program. As of September 30, 2024 we have $498.6 million available for future repurchases under the current share repurchase program.
Other
We expect to continue making capital expenditures in the remainder of 2024, primarily for computer hardware and software provided by third parties, internally developed software, and leasehold improvements for new and existing office locations.
We define free cash flow as cash provided by or used for operating activities less capital expenditures, and it is considered a non-GAAP financial measure.
Three months ended September 30,
Nine months ended September 30,
(in millions)
2024
2023
Change
2024
2023
Change
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
%
We generated free cash flow of $155.8 million in the third quarter of 2024 compared with $101.4 million in the third quarter of 2023. The change reflects a $61.2 million increase in cash provided by operating activities and an increase in capital expenditures compared to the prior-year period. The increase in cash flow from operations was primarily driven by higher cash earnings and improvements in working capital.
During the third quarter of 2023, the company paid $16.1 million of severance and other costs related to the significant reduction and shift of the Company's operations in China. Excluding the impact of these severance payments and related costs, free cash flow would have been $117.5 million.
For the first nine months of 2024, we had free cash flow of $336.1 million compared with $89.5 million in the first nine months of 2023. The change reflects a $259.6 million increase in cash provided by operating activities and an increase in capital expenditures. The increase in cash flow from operations was primarily driven by higher cash earnings and improvements in working capital. Capital expenditures increased primarily due to investment in our product development efforts across our key product areas.
During the first quarter of 2023, the company made its final $50.0 million payment related to the acquisition of LCD, of which $4.5 million is reflected in operating cash flows and $45.5 million is reflected in financing cash flows. In the second quarter of 2023, the company made the final cash payments of $59.9 million related to the Termination Agreement, which were reflected in operating cash flows. Excluding the $4.5 million LCD payment within operating cash flow, payments related to the Termination Agreement of $59.9 million, and $26.2 million of severance and other related costs paid for the shift of the company's operations in China, which together totaled $90.6 million, free cash flow would have been $180.1 millionfor the nine months ended September 30, 2023.
Application of Critical Accounting Policies and Estimates
We discuss our critical accounting policies and estimates in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report. We also discuss our significant accounting policies in Note 2 of the Notes to our Audited Consolidated Financial Statements included in our Annual Report and in Note 2 of the Notes to our Unaudited Consolidated Financial Statements contained in Part 1, Item 1 of this Quarterly Report. There have not been any material changes during the three months ended September 30, 2024 to the methodologies applied by management for critical accounting policies previously disclosed in our Annual Report.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Our investment portfolio is actively managed and may suffer losses from fluctuating interest rates, market prices, or adverse security selection. These accounts may consist of stocks, bonds, options, mutual funds, money market funds, or exchange-traded products that replicate the model portfolios and strategies created by Morningstar. These investment accounts may also include exchange-traded products where Morningstar is an index provider. As of September 30, 2024, our cash, cash equivalents, and investments balance was $601.7 million. Based on our estimates, a 100 basis-point change in interest rates would not have a material effect on the fair value of our investment portfolio.
We are subject to risk from fluctuations in the interest rates related to a portion of our long-term debt. The interest rates are based upon the applicable Secured Overnight Financing Rate (SOFR) rate plus an applicable margin for such loans or the lender's base rate plus an applicable margin for such loans. On an annualized basis, we estimate a 100 basis-point change in the SOFR rate would have a $5.2 million impact on our interest expense based on our outstanding principal balance and SOFR rates at September 30, 2024.
We are subject to risk from fluctuations in foreign currencies from our operations outside of the United States. We do not currently have any positions in derivative instruments to hedge our foreign currency risk.
The table below shows our exposure to foreign currency denominated revenue and operating income for the nine months ended September 30, 2024:
Nine months ended September 30, 2024
(in millions, except foreign currency rates)
Australian Dollar
British Pound
Canadian Dollar
Euro
Other Foreign Currencies
Currency rate in U.S. dollars as of September 30, 2024
0.6926
1.3389
0.7399
1.1162
n/a
Percentage of revenue
2.7
%
7.3
%
6.1
%
6.5
%
5.4
%
Percentage of operating income (loss)
5.7
%
(5.9)
%
4.7
%
9.1
%
(12.0)
%
Estimated effect of a 10% adverse currency fluctuation on revenue
$
(4.8)
$
(12.9)
$
(10.4)
$
(11.2)
$
(9.4)
Estimated effect of a 10% adverse currency fluctuation on operating income (loss)
$
(1.9)
$
2.0
$
(1.5)
$
(2.9)
$
3.7
The table below shows our net investment exposure to foreign currencies as of September 30, 2024:
As of September 30, 2024
(in millions)
Australian Dollar
British Pound
Canadian Dollar
Euro
Other Foreign Currencies
Assets, net of unconsolidated entities
$
70.9
$
313.0
$
250.6
$
246.7
$
223.0
Less: liabilities
(32.3)
(86.3)
(122.3)
(150.0)
21.6
Net currency position
$
38.6
$
226.7
$
128.3
$
96.7
$
244.6
Estimated effect of a 10% adverse currency fluctuation on equity
(a)Evaluation and Disclosure Controls and Procedures
Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to reasonably assure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of September 30, 2024. Based on that evaluation, our chief executive officer and chief financial officer concluded that as of September 30, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms and to provide reasonable assurance that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(b)Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(c)Inherent Limitations on Effectiveness of Controls and Procedures
Our management, including our chief executive officer and chief financial officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been or would be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
We incorporate by reference the information regarding legal proceedings set forth in Note 14 of the Notes to our Unaudited Consolidated Financial Statements contained in Part 1, Item 1 of this Quarterly Report.
Item 1A.Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report and in Part II, “Item IA. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, when deciding whether to invest in our common stock or otherwise evaluating our business. If any of those risks or uncertainties materialize, our business, financial condition, and/or operating results could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Our operations could also be affected by other risks and uncertainties that are not presently known to us or that we currently consider immaterial to our operations.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The table below presents month-to-month information related to repurchases of common stock we made during the three months ended September 30, 2024. Refer to Note 15 of the Notes to our Unaudited Consolidated Financial Statements for more information regarding our share repurchase program:
Period:
Total number of shares purchased
Average price paid per share
Total number of shares purchased as part of publicly announced programs (a)
Approximate dollar value of shares that may yet be purchased under the programs (a)
July 1, 2024 - July 31, 2024
—
$
—
—
$
498,550,338
August 1, 2024 - August 31, 2024
—
—
—
$
498,550,338
September 1, 2024 - September 30, 2024
—
—
—
$
498,550,338
Total
—
$
—
—
_______________________________________
(a) Repurchases will only be effected pursuant to the $500.0 million share repurchase program authorized by our board of directors and announced publicly on December 6, 2022, which commenced on January 1, 2023 and which will expire on December 31, 2025.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Trading Arrangements
During the three months ended September 30, 2024, none of the company’s officers (as defined in Section 16 of the Exchange Act) and directors adopted or terminated contracts, instructions, or written plans for the purchase or sale of the company’s securities.
The following table, which we are providing on a voluntary basis, shows the Rule 10b5-1 sales plans entered into by our directors and officers (as defined in Section 16 of the Exchange Act) that were in effect as of October 11, 2024:
Name and Position
Date of Plan
Plan Termination Date
Plan Duration
Number of Shares to be Sold under the Plan
Timing of Sales under the Plan
Number of Shares Sold under the Plan through
October 11, 2024
Projected Beneficial Ownership (1)
Joe Mansueto
Executive Chairman
11/17/2023
4/30/2025
05/01/2024 to 04/30/2025
500,000
Shares to be sold under the plan if the stock reaches specified prices
250,000
15,304,659
Steven Kaplan Director
8/3/2023
11/11/2024
03/11/2024 to 11/11/2024
5,000
Shares to be sold under the plan at market price
3,750
39,871
William Lyons Director
3/5/2024
11/30/2024
06/04/2024 to 11/30/2024
4,500
Shares to be sold under the plan if the stock reaches specified prices
3,750
11,395
________________________________________
(1) This column reflects an estimate of the number of shares each identified director and executive officer will beneficially own following the sale of all shares under the Rule 10b5-1 sales plan. This information reflects the beneficial ownership of our common stock on October 11, 2024 and includes RSUs that will vest by December 10, 2024. The estimates do not reflect any changes to beneficial ownership that may have occurred since October 11, 2024. Each director and executive officer identified in the table may amend or terminate his or her Rule 10b5-1 sales plan and may adopt additional Rule 10b5-1 plans in the future.
Amended and Restated Articles of Incorporation of Morningstar are incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1, as amended, Registration No. 333-115209.
By-laws of Morningstar, as in effect on February 27, 2018, are incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K that we filed with the SEC on February 28, 2018.
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101†
The following financial information from Morningstar, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on October 25, 2024 formatted in Inline XBRL: (i) Cover Page, (ii) Unaudited Consolidated Statements of Income, (iii) Unaudited Consolidated Statements of Comprehensive Income (iv) Unaudited Consolidated Balance Sheets, (v) Unaudited Consolidated Statement of Equity, (vi) Unaudited Consolidated Statements of Cash Flows and (vii) the Notes to Unaudited Consolidated Financial Statements
104†
Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)
† Filed herewith.
* The certificates furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
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 thereunto duly authorized.
