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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Illinois
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36-3297908
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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Title of Each Class
|
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Name of Each Exchange on Which Registered
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Common stock, no par value
|
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The Nasdaq Stock Market LLC
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
o
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(Do not check if a smaller reporting company)
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•
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Advisor (including independent financial advisors as well as those affiliated with broker-dealers or other intermediaries);
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•
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Asset management (including fund companies, insurance companies, and other companies that build and manage portfolios of securities for their clients);
|
•
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Workplace/retirement (including retirement plan providers and plan sponsors);
|
•
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Individual investor; and
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•
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Institutional investor.
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Morningstar® Advisor Workstation
SM
|
|
Morningstar® Portfolio X-Ray®
|
Morningstar Analyst Rating
TM
|
|
Morningstar Rating™
|
Morningstar® ByAllAccounts®
|
|
Morningstar® Retirement Manager
SM
|
Morningstar® Data
|
|
Morningstar® Stewardship Grade
SM
|
Morningstar Direct
SM
|
|
Morningstar Style Box™
|
Morningstar® Enterprise Components
SM
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Morningstar Sustainability Rating™
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Morningstar® Managed Portfolios
SM
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Morningstar.com®
|
Morningstar Market Barometer
SM
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PitchBook®
|
Morningstar Office
SM
|
|
|
Name
|
|
Age
|
|
Position
|
Joe Mansueto
|
|
61
|
|
Executive Chairman
|
Kunal Kapoor
|
|
42
|
|
Chief Executive Officer
|
Jason Dubinsky
|
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44
|
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Chief Financial Officer
|
Bevin Desmond
|
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51
|
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Head of Talent and Culture
|
Danny Dunn
|
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42
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Chief Revenue Officer
|
Haywood Kelly
|
|
49
|
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Head of Global Research
|
Pat Maloney
|
|
60
|
|
General Counsel
|
Daniel Needham
|
|
39
|
|
President and Chief Investment Officer, Investment Management
|
Tricia Rothschild
|
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51
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Chief Product Officer
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2017
|
|
|
|
2016
|
|
||||||
|
|
High
|
|
Low
|
|
|
High
|
|
Low
|
|
||||
First Quarter
|
|
$
|
81.97
|
|
$
|
72.85
|
|
|
$
|
88.66
|
|
$
|
74.78
|
|
Second Quarter
|
|
79.55
|
|
68.43
|
|
|
89.44
|
|
76.57
|
|
||||
Third Quarter
|
|
85.58
|
|
77.46
|
|
|
85.49
|
|
73.84
|
|
||||
Fourth Quarter
|
|
99.11
|
|
82.64
|
|
|
79.30
|
|
67.74
|
|
|
|
|
2017
|
|
|
|
2016
|
|
||||||
|
|
Dividends declared
|
|
Dividends paid
|
|
|
Dividends declared
|
|
Dividends paid
|
|
||||
First Quarter
|
|
$
|
0.23
|
|
$
|
0.23
|
|
|
$
|
0.22
|
|
$
|
0.22
|
|
Second Quarter
|
|
0.23
|
|
0.23
|
|
|
0.22
|
|
0.22
|
|
||||
Third Quarter
|
|
—
|
|
0.23
|
|
|
0.22
|
|
0.22
|
|
||||
Fourth Quarter
|
|
0.48
|
|
0.23
|
|
|
0.23
|
|
0.22
|
|
Period:
|
|
Total number
of shares
purchased
|
|
|
Average
price paid
per share
|
|
|
Total number
of shares
purchased as
part of publicly
announced
programs
|
|
|
Approximate
dollar value of
shares that
may yet be
purchased
under the
programs
|
|
||
October 1, 2017 - October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
286,469,896
|
|
November 1, 2017 - November 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
286,469,896
|
|
|
December 1, 2017 - December 31, 2017
|
|
13,361
|
|
|
96.62
|
|
|
13,361
|
|
|
$
|
—
|
|
|
Total
|
|
13,361
|
|
|
$
|
96.62
|
|
|
13,361
|
|
|
|
|
Name and Position
|
|
Date of
Plan
|
|
Plan Termination Date
|
|
Number of
Shares
to be
Sold under
the Plan
|
|
|
Timing of Sales under the Plan
|
|
Number of Shares Sold under the Plan through February 15, 2018
|
|
|
Projected
Beneficial
Ownership (1)
|
|
|
Gail Landis Director
|
|
11/3/2017
|
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5/1/2019
|
|
1,531
|
|
|
Shares to be sold under the plan if the stock reaches specified prices
|
|
—
|
|
|
3,172
|
|
|
Consolidated Cash Flow Data (in millions)
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
|
$
|
192.6
|
|
|
$
|
136.6
|
|
(1)
|
$
|
241.5
|
|
|
$
|
213.7
|
|
|
$
|
250.1
|
|
|
Capital expenditures
|
|
(33.6
|
)
|
|
(58.3
|
)
|
|
(57.3
|
)
|
|
(62.8
|
)
|
|
(66.6
|
)
|
|
|||||
Free cash flow (3)
|
|
$
|
159.0
|
|
|
$
|
78.3
|
|
(1)
|
$
|
184.2
|
|
|
$
|
150.9
|
|
|
$
|
183.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash provided by (used for) investing activities (4)
|
|
$
|
(14.9
|
)
|
|
$
|
(31.2
|
)
|
|
$
|
(79.5
|
)
|
|
$
|
(274.2
|
)
|
|
$
|
(60.8
|
)
|
|
Cash provided by (used for) financing activities (5)
|
|
$
|
(172.3
|
)
|
|
$
|
(76.1
|
)
|
|
$
|
(127.5
|
)
|
|
$
|
123.7
|
|
|
$
|
(157.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of December 31 (in millions)
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and investments
|
|
$
|
298.6
|
|
|
$
|
224.6
|
|
|
$
|
248.6
|
|
|
$
|
304.0
|
|
|
$
|
353.3
|
|
|
Working capital
|
|
173.5
|
|
|
97.0
|
|
|
105.5
|
|
|
177.1
|
|
|
206.6
|
|
|
|||||
Total assets
|
|
1,026.8
|
|
|
1,010.3
|
|
|
1,029.0
|
|
|
1,350.9
|
|
|
1,405.7
|
|
|
|||||
Deferred revenue (6)
|
|
149.2
|
|
|
146.0
|
|
|
152.0
|
|
|
179.5
|
|
|
185.5
|
|
|
|||||
Long-term liabilities
|
|
66.0
|
|
|
62.1
|
|
|
84.0
|
|
|
359.2
|
|
(7)
|
277.6
|
|
(7)
|
|||||
Total equity
|
|
691.3
|
|
|
654.4
|
|
|
640.6
|
|
|
696.8
|
|
|
804.9
|
|
|
•
|
liability for any losses that result from an actual or claimed breach of our fiduciary duties;
|
•
|
failing to maintain and protect our brand, independence, and reputation;
|
•
|
failing to differentiate our products and continuously create innovative, proprietary research tools;
|
•
|
failing to respond to technological change, keep pace with new technology developments, or adopt a successful technology strategy;
|
•
|
trends in the asset management industry, including the increasing popularity of passively managed investment vehicles;
|
•
|
inadequacy in our business continuity program in the event of a material emergency or adverse political or regulatory developments;
|
•
|
liability related to the storage of personal information related to individuals as well as portfolio and account-level information;
|
•
|
compliance failures, regulatory action, or changes in laws applicable to our investment advisory or credit rating operations;
|
•
|
an outage of our database, technology-based products and services, or network facilities or the movement of parts of our technology infrastructure to the public cloud;
|
•
|
downturns in the financial sector, global financial markets, and global economy;
|
•
|
the effect of market volatility on revenue from asset-based fees;
|
•
|
the failure of acquisitions and other investments to produce the results we anticipate;
|
•
|
the failure to recruit, develop, and retain qualified employees;
|
•
|
challenges faced by our non-U.S. operations, including the concentration of data and development work at our offshore facilities in China and India;
|
•
|
liability relating to the acquisition or redistribution of data or information we acquire or errors included therein; and
|
•
|
the failure to protect our intellectual property rights or claims of intellectual property infringement against us.
|
|
|
|
As of December 31,
|
|
|
|
|
||||||||||||
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|||
Our business
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Morningstar.com Premium Membership subscriptions (U.S.)
|
|
118,462
|
|
|
118,339
|
|
|
120,557
|
|
|
0.1
|
%
|
|
(1.8
|
)%
|
||||
Morningstar.com average monthly unique users (U.S.)
|
|
9,829,527
|
|
|
8,892,203
|
|
|
8,529,792
|
|
|
10.5
|
%
|
|
4.2
|
%
|
||||
Advisor Workstation clients (U.S.)
|
|
182
|
|
|
175
|
|
|
189
|
|
|
4.0
|
%
|
|
(7.4
|
)%
|
||||
Morningstar Office licenses (U.S.)
|
|
4,330
|
|
|
4,286
|
|
|
4,342
|
|
|
1.0
|
%
|
|
(1.3
|
)%
|
||||
Morningstar Direct licenses
|
|
13,884
|
|
|
12,492
|
|
|
11,428
|
|
|
11.1
|
%
|
|
9.3
|
%
|
||||
PitchBook Platform licenses
|
|
13,908
|
|
|
9,723
|
|
(1)
|
6,700
|
|
(1)
|
43.0
|
%
|
|
45.1
|
%
|
||||
Assets under management and advisement (approximate) ($bil) (2)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Workplace Solutions (Retirement)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Managed Accounts (3)
|
|
57.6
|
|
|
46.9
|
|
|
40.3
|
|
|
22.8
|
%
|
|
16.4
|
%
|
|||
|
Fiduciary Services (4)
|
|
42.5
|
|
|
34.3
|
|
|
30.7
|
|
|
23.9
|
%
|
|
11.7
|
%
|
|||
|
Custom Models
|
|
28.0
|
|
|
23.2
|
|
|
18.7
|
|
|
20.7
|
%
|
|
24.1
|
%
|
|||
|
Workplace Solutions (total)
|
|
$
|
128.1
|
|
|
$
|
104.4
|
|
|
$
|
89.7
|
|
|
22.7
|
%
|
|
16.4
|
%
|
|
Morningstar Investment Management
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Morningstar Managed Portfolios
|
|
39.8
|
|
|
30.2
|
|
(5)
|
25.8
|
|
(5)
|
31.8
|
%
|
|
17.1
|
%
|
|||
|
Institutional Asset Management
|
|
17.6
|
|
(6)
|
58.0
|
|
|
59.4
|
|
|
(69.7
|
)%
|
|
(2.4
|
)%
|
|||
|
Asset Allocation Services
|
|
9.5
|
|
|
7.2
|
|
|
7.6
|
|
|
31.9
|
%
|
|
(5.3
|
)%
|
|||
|
Manager Selection Services
|
|
1.4
|
|
|
1.2
|
|
|
2.1
|
|
|
16.7
|
%
|
|
(42.9
|
)%
|
|||
|
Morningstar Investment Management (total)
|
|
$
|
68.3
|
|
|
$
|
96.6
|
|
|
$
|
94.9
|
|
|
(29.3
|
)%
|
|
1.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Average assets under management and advisement ($bil)
|
|
$
|
207.9
|
|
|
$
|
192.8
|
|
|
$
|
179.9
|
|
|
7.8
|
%
|
|
7.2
|
%
|
|
Number of new-issue ratings completed (7)
|
|
97
|
|
|
70
|
|
|
90
|
|
|
38.6
|
%
|
|
(22.2
|
)%
|
|||
|
Asset value of new-issue ratings ($bil) (7)
|
|
$
|
39.0
|
|
|
$
|
30.7
|
|
|
$
|
59.8
|
|
|
27.0
|
%
|
|
(48.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Our employees (approximate)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Worldwide headcount
|
|
4,920
|
|
|
4,550
|
|
(8)
|
3,880
|
|
(8)
|
8.1
|
%
|
|
17.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
||||||||||||
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|||
|
Key product and investment area revenue (9)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Morningstar Data
|
|
$
|
162.9
|
|
|
$
|
152.1
|
|
|
$
|
144.5
|
|
|
7.2
|
%
|
|
5.3
|
%
|
|
Morningstar Direct
|
|
124.4
|
|
|
110.5
|
|
|
101.7
|
|
|
12.6
|
%
|
|
8.7
|
%
|
|||
|
Morningstar Investment Management
|
|
106.0
|
|
|
98.4
|
|
|
98.8
|
|
|
7.7
|
%
|
|
(0.4
|
)%
|
|||
|
Morningstar Advisor Workstation
|
|
87.3
|
|
|
82.4
|
|
|
81.4
|
|
(10)
|
6.0
|
%
|
|
1.2
|
%
|
|||
|
Workplace Solutions
|
|
73.5
|
|
|
71.3
|
|
|
66.6
|
|
|
3.2
|
%
|
(11)
|
7.0
|
%
|
|||
|
PitchBook Data
|
|
63.6
|
|
|
4.1
|
|
|
—
|
|
|
1,447.9
|
%
|
|
NMF
|
|
|||
|
Morningstar Credit Ratings
|
|
31.4
|
|
|
26.4
|
|
|
37.7
|
|
|
18.8
|
%
|
|
(30.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Revenue by Type (9)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
License-based (12)
|
|
$
|
662.9
|
|
|
$
|
573.4
|
|
|
$
|
552.3
|
|
|
15.6
|
%
|
|
3.8
|
%
|
|
Asset-based (13)
|
|
187.3
|
|
|
169.8
|
|
|
163.6
|
|
|
10.3
|
%
|
|
3.8
|
%
|
|||
|
Transaction-based (14)
|
|
61.5
|
|
|
55.4
|
|
|
72.9
|
|
|
11.1
|
%
|
|
(24.1
|
)%
|
Key Metrics (in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|
|||
Revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
|
14.2
|
%
|
|
1.2
|
%
|
|
Operating income
|
|
$
|
169.8
|
|
|
$
|
180.8
|
|
|
$
|
190.6
|
|
|
(6.0
|
)%
|
|
(5.2
|
)%
|
|
Operating margin
|
|
18.6
|
%
|
|
22.6
|
%
|
|
24.2
|
%
|
|
(4.0
|
)
|
pp
|
(1.6
|
)
|
pp
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash used for investing activities
|
|
$
|
(60.8
|
)
|
|
$
|
(274.2
|
)
|
|
$
|
(79.5
|
)
|
|
(77.8
|
)%
|
|
244.9
|
%
|
|
Cash provided by (used for) financing activities
|
|
$
|
(157.5
|
)
|
|
$
|
123.7
|
|
|
$
|
(127.5
|
)
|
|
(227.3
|
)%
|
|
197.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash provided by operating activities
|
|
$
|
250.1
|
|
|
$
|
213.7
|
|
|
$
|
241.5
|
|
|
17.0
|
%
|
|
(11.5
|
)%
|
|
Capital expenditures
|
|
(66.6
|
)
|
|
(62.8
|
)
|
|
(57.3
|
)
|
|
6.1
|
%
|
|
9.6
|
%
|
|
|||
Free cash flow
|
|
$
|
183.5
|
|
|
$
|
150.9
|
|
|
$
|
184.2
|
|
|
21.6
|
%
|
|
(18.1
|
)%
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|
|||
Consolidated revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
|
14.2
|
%
|
|
1.2
|
%
|
|
2017 vs. 2016 (in millions)
|
|
2017
|
|
|
2016
|
|
|
Change
|
|
||
Consolidated revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
14.2
|
%
|
Less: acquisitions
|
|
(57.5
|
)
|
|
—
|
|
|
NMF
|
|
||
Less: divestitures
|
|
—
|
|
|
(4.4
|
)
|
|
NMF
|
|
||
Effect of foreign currency translations
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Organic revenue
|
|
$
|
854.2
|
|
|
$
|
794.2
|
|
|
7.6
|
%
|
2016 vs. 2015 (in millions)
|
|
2016
|
|
|
2015
|
|
|
Change
|
|
||
Consolidated revenue
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
|
1.2
|
%
|
Less: acquisitions
|
|
(5.5
|
)
|
|
—
|
|
|
NMF
|
|
||
Less: divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Unfavorable effect of foreign currency translations
|
|
9.5
|
|
|
—
|
|
|
NMF
|
|
||
Organic revenue
|
|
$
|
802.6
|
|
|
$
|
788.8
|
|
|
1.7
|
%
|
|
|
Year ended December 31
|
|
|
|
|
||||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|||
United States
|
|
$
|
687.0
|
|
|
$
|
590.5
|
|
|
$
|
585.1
|
|
|
16.3
|
%
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
United Kingdom
|
|
64.7
|
|
|
61.1
|
|
|
64.2
|
|
|
5.9
|
%
|
|
(4.8
|
)%
|
|||
Continental Europe
|
|
69.9
|
|
|
62.6
|
|
|
58.8
|
|
|
11.7
|
%
|
|
6.5
|
%
|
|||
Australia
|
|
34.6
|
|
|
32.2
|
|
|
30.5
|
|
|
7.5
|
%
|
|
5.6
|
%
|
|||
Canada
|
|
29.4
|
|
|
28.2
|
|
|
27.9
|
|
|
4.3
|
%
|
|
1.1
|
%
|
|||
Asia
|
|
21.2
|
|
|
20.0
|
|
|
18.5
|
|
|
6.0
|
%
|
|
8.1
|
%
|
|||
Other
|
|
4.9
|
|
|
4.0
|
|
|
3.8
|
|
|
22.5
|
%
|
|
5.3
|
%
|
|||
Total International
|
|
224.7
|
|
|
208.1
|
|
|
203.7
|
|
|
8.0
|
%
|
|
2.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
|
14.2
|
%
|
|
1.2
|
%
|
2017 vs. 2016 (in millions)
|
|
2017
|
|
|
2016
|
|
|
Change
|
|
||
International revenue
|
|
$
|
224.7
|
|
|
$
|
208.1
|
|
|
8.0
|
%
|
Less: acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Less: divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Effect of foreign currency translations
|
|
—
|
|
|
—
|
|
|
—
|
|
||
International organic revenue
|
|
$
|
224.7
|
|
|
$
|
208.1
|
|
|
8.0
|
%
|
2016 vs. 2015 (in millions)
|
|
2016
|
|
|
2015
|
|
|
Change
|
|
||
International revenue
|
|
$
|
208.1
|
|
|
$
|
203.7
|
|
|
2.2
|
%
|
Less: acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Less: divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Unfavorable effect of foreign currency translations
|
|
9.5
|
|
|
—
|
|
|
NMF
|
|
||
International organic revenue
|
|
$
|
217.6
|
|
|
$
|
203.7
|
|
|
6.8
|
%
|
|
|
|
|
|
||||||||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
|
2016 Change
|
|
|
|||
Cost of revenue
|
|
$
|
386.6
|
|
|
$
|
344.3
|
|
|
$
|
330.1
|
|
|
12.3
|
%
|
|
|
4.3
|
%
|
|
% of revenue
|
|
42.4
|
%
|
|
43.1
|
%
|
|
41.9
|
%
|
|
(0.7)
|
pp
|
|
1.2
|
|
pp
|
||||
Sales and marketing
|
|
134.3
|
|
|
97.6
|
|
|
96.6
|
|
|
37.6
|
%
|
|
|
1.0
|
%
|
|
|||
% of revenue
|
|
14.7
|
%
|
|
12.2
|
%
|
|
12.2
|
%
|
|
2.5
|
|
pp
|
|
—
|
|
pp
|
|||
General and administrative
|
|
129.8
|
|
|
105.2
|
|
|
107.1
|
|
|
23.3
|
%
|
|
|
(1.7
|
)%
|
|
|||
% of revenue
|
|
14.2
|
%
|
|
13.2
|
%
|
|
13.6
|
%
|
|
1.0
|
pp
|
|
(0.4)
|
pp
|
|||||
Depreciation and amortization
|
|
91.2
|
|
|
70.7
|
|
|
64.4
|
|
|
28.9
|
%
|
|
|
9.9
|
%
|
|
|||
% of revenue
|
|
10.0
|
%
|
|
8.9
|
%
|
|
8.2
|
%
|
|
1.1
|
pp
|
|
0.7
|
pp
|
|||||
Total operating expense
|
|
$
|
741.9
|
|
|
$
|
617.8
|
|
|
$
|
598.2
|
|
|
20.1
|
%
|
|
|
3.3
|
%
|
|
% of revenue
|
|
81.4
|
%
|
|
77.4
|
%
|
|
75.8
|
%
|
|
4.0
|
pp
|
|
1.6
|
pp
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
|||
Operating income
|
|
$
|
169.8
|
|
|
$
|
180.8
|
|
|
$
|
190.6
|
|
|
% change
|
|
(6.0
|
)%
|
|
(5.2
|
)%
|
|
80.5
|
%
|
|
|||
Operating margin
|
|
18.6
|
%
|
|
22.6
|
%
|
|
24.2
|
%
|
|
|||
Change
|
|
(4.0
|
)
|
pp
|
(1.6
|
)
|
pp
|
10.3
|
|
pp
|
($000)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|||
Operating income
|
|
$
|
169.8
|
|
|
$
|
180.8
|
|
|
$
|
190.6
|
|
|
(6.0
|
)%
|
|
(5.2
|
)%
|
Add back: management bonus plan expense
|
|
7.9
|
|
|
0.6
|
|
|
—
|
|
|
NMF
|
|
|
—
|
|
|||
Add back: intangible amortization expense
|
|
10.6
|
|
|
0.9
|
|
|
—
|
|
|
NMF
|
|
|
—
|
|
|||
Deduct: capitalized labor benefit
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|
NMF
|
|
|
—
|
|
|||
Add back (deduct): other operating (income) loss, net for PitchBook
|
|
(1.5
|
)
|
|
1.8
|
|
|
—
|
|
|
NMF
|
|
|
—
|
|
|||
Adjusted operating income
|
|
$
|
182.2
|
|
|
$
|
184.1
|
|
|
$
|
190.6
|
|
|
(1.1
|
)%
|
|
(3.4
|
)%
|
($000)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|
Operating margin
|
|
18.6
|
%
|
|
22.6
|
%
|
|
24.2
|
%
|
|
(4.0
|
)
|
pp
|
(1.6
|
)
|
pp
|
Add back: management bonus plan expense
|
|
0.7
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
0.6
|
|
pp
|
0.1
|
|
pp
|
Add back: intangible amortization expense
|
|
1.1
|
%
|
|
0.1
|
%
|
|
—
|
%
|
|
1.0
|
|
pp
|
0.1
|
|
pp
|
Deduct: capitalized labor benefit
|
|
(0.2
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
(0.2
|
)
|
pp
|
—
|
|
pp
|
Add back (deduct): other operating (income) loss, net for PitchBook
|
|
1.3
|
%
|
|
0.4
|
%
|
|
—
|
%
|
|
0.9
|
|
pp
|
0.4
|
|
pp
|
Adjusted operating margin
|
|
21.5
|
%
|
|
23.2
|
%
|
|
24.2
|
%
|
|
(1.7
|
)
|
pp
|
(1.0
|
)
|
pp
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Interest income
|
|
$
|
1.9
|
|
|
$
|
1.8
|
|
|
$
|
1.8
|
|
Interest expense
|
|
(5.5
|
)
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|||
Gain on sale of investments, net
|
|
3.2
|
|
|
0.6
|
|
|
0.6
|
|
|||
Gain on sale of business
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|||
Holding gain upon acquisition of additional ownership of equity-method investments
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|||
Other income (expense), net
|
|
(5.0
|
)
|
|
6.1
|
|
|
1.2
|
|
|||
Non-operating income, net
|
|
$
|
11.3
|
|
|
$
|
44.1
|
|
|
$
|
3.1
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Equity in net income (loss) of unconsolidated entities
|
|
$
|
(1.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
1.8
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Income before income taxes and equity in net income (loss) of unconsolidated entities
|
|
$
|
181.1
|
|
|
$
|
224.9
|
|
|
$
|
193.7
|
|
Equity in net income (loss) of unconsolidated entities
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
|||
Net income attributable to the noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Total
|
|
$
|
179.8
|
|
|
$
|
224.7
|
|
|
$
|
195.3
|
|
Income tax expense
|
|
$
|
42.9
|
|
|
$
|
63.7
|
|
|
$
|
62.7
|
|
Effective tax rate
|
|
23.9
|
%
|
|
28.3
|
%
|
|
32.1
|
%
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2017 Change
|
|
|
2016 Change
|
|
|||
Cash provided by operating activities
|
|
$
|
250.1
|
|
|
$
|
213.7
|
|
|
$
|
241.5
|
|
|
17.0
|
%
|
|
(11.5
|
)%
|
Capital expenditures
|
|
(66.6
|
)
|
|
(62.8
|
)
|
|
(57.3
|
)
|
|
6.1
|
%
|
|
9.6
|
%
|
|||
Free cash flow
|
|
$
|
183.5
|
|
|
$
|
150.9
|
|
|
$
|
184.2
|
|
|
21.6
|
%
|
|
(18.1
|
)%
|
•
|
Identify the acquired intangible assets: For each acquisition, we identify the intangible assets acquired. These intangible assets generally consist of customer relationships, trademarks and trade names, technology-related intangibles (including internally developed software and databases), and non-compete agreements.
|
•
|
Estimate the fair value of these intangible assets: We consider various approaches to value the intangible assets. These include the cost approach, which measures the value of an asset based on the cost to reproduce it or replace it with another asset of like utility; the market approach, which values the asset through an analysis of sales and offerings of comparable assets; and the income approach, which measures the value of an asset based on the present value of the economic benefits it is expected to produce.
|
•
|
Estimate the remaining useful life of the assets: For each intangible asset, we use judgment and assumptions to establish the remaining useful life of the asset. For example, for customer relationships, we determine the estimated useful life with reference to observed customer attrition rates. For technology-related assets such as databases, we make judgments about the demand for current data and historical metrics in establishing the remaining useful life. For internally developed software, we estimate an obsolescence factor associated with the software.
|
(in millions)
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
2021
|
|
|
2022
|
|
|
Thereafter
|
|
|
Total
|
|
||||||||
Minimum commitments on non-cancelable operating lease obligations (1)
|
|
$
|
26.8
|
|
|
$
|
30.4
|
|
|
$
|
32.5
|
|
|
$
|
29.8
|
|
|
$
|
19.1
|
|
|
$
|
54.9
|
|
|
$
|
193.5
|
|
|
Minimum payments related to long-term financing agreements
|
|
3.3
|
|
|
0.6
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
||||||||
Minimum payments on credit facility (2)
|
|
4.6
|
|
|
183.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188.5
|
|
||||||||
Unrecognized tax benefits (3)
|
|
8.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
||||||||
Deemed mandatory repatriation (4)
|
|
0.6
|
|
|
0.6
|
|
—
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
4.5
|
|
|
7.5
|
|
|||||||
Total
|
|
$
|
44.0
|
|
|
$
|
215.5
|
|
|
$
|
33.2
|
|
|
$
|
30.4
|
|
|
$
|
19.7
|
|
|
$
|
59.4
|
|
|
$
|
402.2
|
|
|
|
|
||||||||||||||
(in millions, except foreign currency rates)
|
|
Euro
|
|
British Pound
|
|
Australian Dollar
|
|
Other Foreign Currencies
|
||||||||
Foreign currency rate in U.S. dollars as of December 31, 2017
|
|
1.1980
|
|
|
1.3494
|
|
|
0.7807
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Foreign denominated percentage of revenue
|
|
5.0
|
%
|
|
7.1
|
%
|
|
3.7
|
%
|
|
8.9
|
%
|
||||
Foreign denominated percentage of operating income
|
|
10.1
|
%
|
|
(1.8
|
)%
|
|
2.2
|
%
|
|
(13.2
|
)%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Estimated effect of a 10% adverse currency fluctuation on revenue
|
|
$
|
(2.1
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(2.8
|
)
|
|
$
|
(6.2
|
)
|
Estimated effect of a 10% adverse currency fluctuation on operating income
|
|
$
|
(0.8
|
)
|
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
$
|
1.7
|
|
|
|
|
||||||||||||||
(in millions)
|
|
Euro
|
|
British Pound
|
|
Australian Dollar
|
|
Other Foreign Currencies
|
||||||||
Assets, net of unconsolidated entities
|
|
$
|
111.8
|
|
|
$
|
123.8
|
|
|
$
|
88.9
|
|
|
$
|
173.3
|
|
Liabilities
|
|
58.5
|
|
|
15.6
|
|
|
64.5
|
|
|
63.6
|
|
||||
Net currency position
|
|
$
|
53.3
|
|
|
$
|
108.2
|
|
|
$
|
24.4
|
|
|
$
|
109.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated effect of a 10% adverse currency fluctuation on equity
|
|
$
|
(5.3
|
)
|
|
$
|
(10.8
|
)
|
|
$
|
(2.4
|
)
|
|
$
|
(11.0
|
)
|
Year ended December 31 (in millions except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
|
|
|
|
|
|
|
||||||
Operating expense:
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
386.6
|
|
|
344.3
|
|
|
330.1
|
|
|||
Sales and marketing
|
|
134.3
|
|
|
97.6
|
|
|
96.6
|
|
|||
General and administrative
|
|
129.8
|
|
|
105.2
|
|
|
107.1
|
|
|||
Depreciation and amortization
|
|
91.2
|
|
|
70.7
|
|
|
64.4
|
|
|||
Total operating expense
|
|
741.9
|
|
|
617.8
|
|
|
598.2
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income
|
|
169.8
|
|
|
180.8
|
|
|
190.6
|
|
|||
|
|
|
|
|
|
|
||||||
Non-operating income:
|
|
|
|
|
|
|
||||||
Interest income (expense), net
|
|
(3.6
|
)
|
|
0.3
|
|
|
1.3
|
|
|||
Gain on sale of investments, reclassified from other comprehensive income
|
|
3.2
|
|
|
0.6
|
|
|
0.6
|
|
|||
Gain on sale of business
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|||
Holding gain upon acquisition of additional ownership of equity method investments
|
|
—
|
|
|
37.1
|
|
|
—
|
|
|||
Other income (expense), net
|
|
(5.0
|
)
|
|
6.1
|
|
|
1.2
|
|
|||
Non-operating income, net
|
|
11.3
|
|
|
44.1
|
|
|
3.1
|
|
|||
|
|
|
|
|
|
|
||||||
Income before income taxes and equity in net income (loss) of unconsolidated entities
|
|
181.1
|
|
|
224.9
|
|
|
193.7
|
|
|||
|
|
|
|
|
|
|
||||||
Equity in net income (loss) of unconsolidated entities
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
42.9
|
|
|
63.7
|
|
|
62.7
|
|
|||
|
|
|
|
|
|
|
||||||
Consolidated net income
|
|
136.9
|
|
|
161.0
|
|
|
132.8
|
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to Morningstar, Inc.
|
|
$
|
136.9
|
|
|
$
|
161.0
|
|
|
$
|
132.6
|
|
|
|
|
|
|
|
|
||||||
Net income per share attributable to Morningstar, Inc.:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.21
|
|
|
$
|
3.74
|
|
|
$
|
3.00
|
|
Diluted
|
|
$
|
3.18
|
|
|
$
|
3.72
|
|
|
$
|
3.00
|
|
|
|
|
|
|
|
|
||||||
Dividends per common share:
|
|
|
|
|
|
|
||||||
Dividends declared per common share
|
|
$
|
0.94
|
|
|
$
|
0.89
|
|
|
$
|
0.79
|
|
Dividends paid per common share
|
|
$
|
0.92
|
|
|
$
|
0.88
|
|
|
$
|
0.76
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
42.7
|
|
|
43.0
|
|
|
44.2
|
|
|||
Diluted
|
|
43.0
|
|
|
43.3
|
|
|
44.3
|
|
Year ended December 31 (in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Consolidated net income
|
|
$
|
136.9
|
|
|
$
|
161.0
|
|
|
$
|
132.8
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
33.4
|
|
|
(27.8
|
)
|
|
(28.2
|
)
|
|||
Unrealized gains (losses) on securities:
|
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during period
|
|
3.4
|
|
|
3.3
|
|
|
(1.0
|
)
|
|||
Reclassification of gains included in net income
|
|
(1.9
|
)
|
|
(2.4
|
)
|
|
(0.4
|
)
|
|||
Other comprehensive gain (loss)
|
|
34.9
|
|
|
(26.9
|
)
|
|
(29.6
|
)
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
171.8
|
|
|
134.1
|
|
|
103.2
|
|
|||
Comprehensive income attributable to noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Comprehensive income attributable to Morningstar, Inc.
|
|
$
|
171.8
|
|
|
$
|
134.1
|
|
|
$
|
102.8
|
|
As of December 31 (in millions except share amounts)
|
|
2017
|
|
|
2016
|
|
||
Assets
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
308.2
|
|
|
$
|
259.1
|
|
Investments
|
|
45.1
|
|
|
44.9
|
|
||
Accounts receivable, less allowance of $3.2 and $2.1, respectively
|
|
148.2
|
|
|
145.8
|
|
||
Other
|
|
28.3
|
|
|
22.2
|
|
||
Total current assets
|
|
529.8
|
|
|
472.0
|
|
||
Property, equipment, and capitalized software, net
|
|
147.4
|
|
|
152.1
|
|
||
Investments in unconsolidated entities
|
|
62.0
|
|
|
40.3
|
|
||
Goodwill
|
|
564.9
|
|
|
556.8
|
|
||
Intangible assets, net
|
|
95.4
|
|
|
120.9
|
|
||
Other assets
|
|
6.2
|
|
|
8.8
|
|
||
Total assets
|
|
$
|
1,405.7
|
|
|
$
|
1,350.9
|
|
|
|
|
|
|
||||
Liabilities and equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
|
$
|
49.2
|
|
|
$
|
44.6
|
|
Accrued compensation
|
|
92.0
|
|
|
71.7
|
|
||
Deferred revenue
|
|
171.3
|
|
|
165.4
|
|
||
Other current liabilities
|
|
10.7
|
|
|
13.2
|
|
||
Total current liabilities
|
|
323.2
|
|
|
294.9
|
|
||
Accrued compensation
|
|
11.7
|
|
|
10.3
|
|
||
Deferred tax liability, net
|
|
23.6
|
|
|
38.2
|
|
||
Long-term debt
|
|
180.0
|
|
|
250.0
|
|
||
Deferred rent
|
|
26.9
|
|
|
24.8
|
|
||
Other long-term liabilities
|
|
35.4
|
|
|
35.9
|
|
||
Total liabilities
|
|
600.8
|
|
|
654.1
|
|
||
|
|
|
|
|
||||
Equity:
|
|
|
|
|
|
|
||
Morningstar, Inc. shareholders’ equity:
|
|
|
|
|
|
|
||
Common stock, no par value, 200,000,000 shares authorized, of which 42,547,707 and 42,932,994 shares were outstanding as of December 31, 2017 and December 31, 2016, respectively
|
|
—
|
|
|
—
|
|
||
Treasury stock at cost, 10,633,637 and 10,106,249 shares as of December 31, 2017 and December 31, 2016, respectively
|
|
(708.2
|
)
|
|
(667.9
|
)
|
||
Additional paid-in capital
|
|
601.0
|
|
|
584.0
|
|
||
Retained earnings
|
|
958.7
|
|
|
861.9
|
|
||
Accumulated other comprehensive loss:
|
|
|
|
|
||||
Currency translation adjustment
|
|
(47.9
|
)
|
|
(81.3
|
)
|
||
Unrealized gain (loss) on available-for-sale investments
|
|
1.3
|
|
|
(0.2
|
)
|
||
Total accumulated other comprehensive loss
|
|
(46.6
|
)
|
|
(81.5
|
)
|
||
Total Morningstar, Inc. shareholders’ equity
|
|
804.9
|
|
|
696.5
|
|
||
Noncontrolling interest
|
|
—
|
|
|
0.3
|
|
||
Total equity
|
|
804.9
|
|
|
696.8
|
|
||
Total liabilities and equity
|
|
$
|
1,405.7
|
|
|
$
|
1,350.9
|
|
|
|
Morningstar, Inc. Shareholders’ Equity
|
|
|
|
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
||||||||||||||||
|
|
Common Stock
|
|
|
|
|
Additional
Paid-in
Capital
|
|
|
|
|
|
Non
Controlling
Interest
|
|
|
|
|||||||||||||||
(in millions, except share amounts)
|
|
Shares
Outstanding
|
|
|
Par
Value
|
|
|
Treasury
Stock
|
|
|
|
Retained
Earnings
|
|
|
|
|
Total
Equity
|
|
|||||||||||||
Balance as of December 31, 2014
|
|
44,345,763
|
|
|
$
|
—
|
|
|
$
|
(524.3
|
)
|
|
$
|
561.1
|
|
|
$
|
641.5
|
|
|
$
|
(24.8
|
)
|
|
$
|
0.9
|
|
|
$
|
654.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
132.6
|
|
|
—
|
|
|
0.2
|
|
|
132.8
|
|
|||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized loss on available-for-sale investments, net of tax of $0.4
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||||
Reclassification of adjustments for gains included in net income, net of income tax of $0.1
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Foreign currency translation adjustment, net
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.4
|
)
|
|
0.2
|
|
|
(28.2
|
)
|
|||||||
Other comprehensive income (loss), net
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.8
|
)
|
|
0.2
|
|
|
(29.6
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuance of common stock related to stock-option exercises and vesting of restricted stock units, net
|
|
298,435
|
|
|
—
|
|
|
1.5
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|||||||
Stock-based compensation — restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|||||||
Stock-based compensation — restricted stock
|
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||||
Stock-based compensation — performance share awards
|
|
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||||
Stock-based compensation — stock options
|
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||||
Excess tax benefit derived from stock-option exercises and vesting of restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||||
Common shares repurchased
|
|
(1,241,122
|
)
|
|
—
|
|
|
(97.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(97.0
|
)
|
|||||||
Dividends declared — common shares outstanding
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
|
—
|
|
|
—
|
|
|
(34.8
|
)
|
||||||||
Dividends declared — restricted stock units
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||||
Purchase of remaining interest in majority-owned investment
|
|
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2015
|
|
43,403,076
|
|
|
—
|
|
|
(619.8
|
)
|
|
575.5
|
|
|
739.2
|
|
|
(54.6
|
)
|
|
0.3
|
|
|
640.6
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161.0
|
|
|
—
|
|
|
—
|
|
|
161.0
|
|
|||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized gain on available-for-sale investments, net of tax of $1.3
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||||||
Reclassification of adjustments for gains included in net income, net of income tax of $1.8
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||||
Foreign currency translation adjustment, net
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.8
|
)
|
|
—
|
|
|
(27.8
|
)
|
|||||||
Other comprehensive loss, net
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.9
|
)
|
|
—
|
|
|
(26.9
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Issuance of common stock related to stock-option exercises and vesting of restricted stock units, net
|
|
174,911
|
|
|
—
|
|
|
1.4
|
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||||
Stock-based compensation — restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.6
|
|
|||||||
Stock-based compensation — performance share awards
|
|
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||||
Common shares repurchased
|
|
(644,993
|
)
|
|
—
|
|
|
(49.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49.5
|
)
|
|||||||
Dividends declared — common shares outstanding
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
|
—
|
|
|
—
|
|
|
(38.3
|
)
|
|||||||
Dividends declared — restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance as of December 31, 2016
|
|
42,932,994
|
|
|
—
|
|
|
(667.9
|
)
|
|
584.0
|
|
|
861.9
|
|
|
(81.5
|
)
|
|
0.3
|
|
|
696.8
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136.9
|
|
|
—
|
|
|
—
|
|
|
136.9
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Unrealized gain on available-for-sale investments, net of income tax of $1.8
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
||||||||
Reclassification of adjustments for gains included in net income, net of income tax of $1.2
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||||||
Foreign currency translation adjustment, net
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
|
33.4
|
|
||||||||
Other comprehensive income, net
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34.9
|
|
|
—
|
|
|
34.9
|
|
||||||||
Issuance of common stock related to stock-option exercises and vesting of restricted stock units, net
|
|
161,445
|
|
|
—
|
|
|
1.6
|
|
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||||||
Stock-based compensation — restricted stock units
|
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
||||||||
Stock-based compensation — performance share awards
|
|
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||||||
Stock-based compensation — market stock units
|
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||||
Common shares repurchased
|
|
(546,732
|
)
|
|
—
|
|
|
(41.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41.9
|
)
|
|||||||
Dividends declared — common shares outstanding
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.1
|
)
|
|
—
|
|
|
—
|
|
|
(40.1
|
)
|
||||||||
Purchase of additional interest in majority-owned investment
|
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(1.2
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as of December 31, 2017
|
|
42,547,707
|
|
|
$
|
—
|
|
|
$
|
(708.2
|
)
|
|
$
|
601.0
|
|
|
$
|
958.7
|
|
|
$
|
(46.6
|
)
|
|
$
|
—
|
|
|
$
|
804.9
|
|
Year ended December 31 (in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Operating activities
|
|
|
|
|
|
|
|
|
||||
Consolidated net income
|
|
$
|
136.9
|
|
|
$
|
161.0
|
|
|
$
|
132.8
|
|
Adjustments to reconcile consolidated net income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
91.2
|
|
|
70.7
|
|
|
64.4
|
|
|||
Deferred income taxes
|
|
(14.1
|
)
|
|
4.7
|
|
|
2.9
|
|
|||
Stock-based compensation expense
|
|
24.1
|
|
|
14.5
|
|
|
17.4
|
|
|||
Provision for bad debt
|
|
2.3
|
|
|
1.3
|
|
|
0.5
|
|
|||
Equity in net (income) loss of unconsolidated entities
|
|
1.3
|
|
|
0.2
|
|
|
(1.8
|
)
|
|||
Gain on sale of business
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
|||
Holding gain upon acquisition of additional ownership of equity-method investments
|
|
—
|
|
|
(37.1
|
)
|
|
—
|
|
|||
Other, net
|
|
1.8
|
|
|
(6.8
|
)
|
|
(1.1
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
(6.9
|
)
|
|||
Other assets
|
|
(7.8
|
)
|
|
1.1
|
|
|
0.7
|
|
|||
Accounts payable and accrued liabilities
|
|
0.7
|
|
|
3.4
|
|
|
4.7
|
|
|||
Accrued compensation
|
|
20.2
|
|
|
(8.8
|
)
|
|
7.0
|
|
|||
Income taxes—current
|
|
9.7
|
|
|
1.0
|
|
|
10.1
|
|
|||
Deferred revenue
|
|
2.5
|
|
|
6.7
|
|
|
10.6
|
|
|||
Deferred rent
|
|
2.6
|
|
|
(2.9
|
)
|
|
(0.3
|
)
|
|||
Other liabilities
|
|
(3.4
|
)
|
|
4.8
|
|
|
0.5
|
|
|||
Cash provided by operating activities
|
|
250.1
|
|
|
213.7
|
|
|
241.5
|
|
|||
|
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
|
|
|
||||
Purchases of investments
|
|
(34.9
|
)
|
|
(32.0
|
)
|
|
(34.7
|
)
|
|||
Proceeds from maturities and sales of investments
|
|
42.2
|
|
|
28.6
|
|
|
30.0
|
|
|||
Capital expenditures
|
|
(66.6
|
)
|
|
(62.8
|
)
|
|
(57.3
|
)
|
|||
Acquisitions, net of cash acquired
|
|
(1.0
|
)
|
|
(191.6
|
)
|
|
(11.1
|
)
|
|||
Proceeds from sale of a business, net
|
|
23.7
|
|
|
—
|
|
|
—
|
|
|||
Purchases of equity- and cost-method investments
|
|
(24.8
|
)
|
|
(16.5
|
)
|
|
(6.2
|
)
|
|||
Other, net
|
|
0.6
|
|
|
0.1
|
|
|
(0.2
|
)
|
|||
Cash used for investing activities
|
|
(60.8
|
)
|
|
(274.2
|
)
|
|
(79.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Financing activities
|
|
|
|
|
|
|
|
|
||||
Common shares repurchased
|
|
(42.3
|
)
|
|
(48.8
|
)
|
|
(97.0
|
)
|
|||
Dividends paid
|
|
(39.3
|
)
|
|
(37.9
|
)
|
|
(33.7
|
)
|
|||
Proceeds from short-term debt
|
|
—
|
|
|
40.0
|
|
|
50.0
|
|
|||
Repayment of short-term debt
|
|
—
|
|
|
(15.0
|
)
|
|
(45.0
|
)
|
|||
Proceeds from long-term debt
|
|
—
|
|
|
190.0
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(70.0
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock-option exercises
|
|
0.2
|
|
|
0.4
|
|
|
3.9
|
|
|||
Employee taxes withheld for restricted stock units
|
|
(4.8
|
)
|
|
(5.0
|
)
|
|
(5.6
|
)
|
|||
Other, net
|
|
(1.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
Cash provided by (used for) financing activities
|
|
(157.5
|
)
|
|
123.7
|
|
|
(127.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
|
17.3
|
|
|
(11.2
|
)
|
|
(12.6
|
)
|
|||
Net increase in cash and cash equivalents
|
|
49.1
|
|
|
52.0
|
|
|
21.9
|
|
|||
Cash and cash equivalents—beginning of period
|
|
259.1
|
|
|
207.1
|
|
|
185.2
|
|
|||
Cash and cash equivalents—end of period
|
|
$
|
308.2
|
|
|
$
|
259.1
|
|
|
$
|
207.1
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||
Cash paid for income taxes
|
|
$
|
47.1
|
|
|
$
|
58.0
|
|
|
$
|
50.1
|
|
Cash paid for interest
|
|
$
|
5.4
|
|
|
$
|
1.2
|
|
|
$
|
0.4
|
|
Supplemental information of non-cash investing and financing activities:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale investments
|
|
$
|
2.0
|
|
|
$
|
1.2
|
|
|
$
|
(2.0
|
)
|
Software and equipment obtained under long-term financing arrangement
|
|
$
|
0.6
|
|
|
$
|
9.0
|
|
|
$
|
5.3
|
|
1.
|
Description of Business
|
ASC
|
Accounting Standards Codification
|
ASU
|
Accounting Standards Update
|
EITF
|
Emerging Issues Task Force
|
FASB
|
Financial Accounting Standards Board
|
SEC
|
Securities and Exchange Commission
|
•
|
Held-to-maturity: We classify certain investments, primarily certificates of deposit, as held-to-maturity securities, based on our intent and ability to hold these securities to maturity. We record held-to-maturity investments at amortized cost in our Consolidated Balance Sheets.
|
•
|
Trading: We classify certain other investments, primarily equity securities, as trading securities as these relate mainly to investments tracking the strategies of our newsletter portfolios. We include realized and unrealized gains and losses associated with these investments as a component of our operating income in our Consolidated Statements of Income. We record these securities at their fair value in our Consolidated Balance Sheets.
|
•
|
Available-for-sale: Investments not considered held-to-maturity or trading securities are classified as available-for-sale securities. Available-for-sale securities primarily consist of equity securities, exchange-traded funds, and mutual funds. We report unrealized gains and losses for available-for-sale securities as other comprehensive income (loss), net of related income taxes. We record these securities at their fair value in our Consolidated Balance Sheets.
|
•
|
Level 1: Valuations based on quoted prices in active markets for identical assets or liabilities that the company has the ability to access.
|
•
|
Level 2: Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
•
|
Level 3: Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Internally developed software depreciation expense
|
|
$
|
30.6
|
|
|
$
|
20.0
|
|
|
$
|
13.0
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Capitalized software development costs
|
|
$
|
46.3
|
|
|
$
|
28.2
|
|
|
$
|
21.8
|
|
•
|
There is persuasive evidence of an arrangement, as evidenced by a signed contract;
|
•
|
Delivery of our products and services has taken place. If arrangements include an acceptance provision, we generally begin recognizing revenue when we receive customer acceptance;
|
•
|
The amount of fees to be paid by the customer is fixed or determinable; and
|
•
|
The collectibility of the fees is reasonably assured.
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Advertising expense
|
|
$
|
7.0
|
|
|
$
|
7.6
|
|
|
$
|
8.3
|
|
(in millions, except per share amounts)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per share attributable to Morningstar, Inc.:
|
|
|
|
|
|
|
||||||
Net income attributable to Morningstar, Inc.
|
|
$
|
136.9
|
|
|
$
|
161.0
|
|
|
$
|
132.6
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
42.7
|
|
|
43.0
|
|
|
44.2
|
|
|||
|
|
|
|
|
|
|
||||||
Basic net income per share attributable to Morningstar, Inc.
|
|
$
|
3.21
|
|
|
$
|
3.74
|
|
|
$
|
3.00
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share attributable to Morningstar, Inc.:
|
|
|
|
|
|
|
||||||
Net income attributable to Morningstar, Inc.
|
|
$
|
136.9
|
|
|
$
|
161.0
|
|
|
$
|
132.6
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding
|
|
42.7
|
|
|
43.0
|
|
|
44.2
|
|
|||
Net effect of dilutive stock options and restricted stock units
|
|
0.3
|
|
|
0.3
|
|
|
0.1
|
|
|||
Weighted average common shares outstanding for computing diluted income per share
|
|
43.0
|
|
|
43.3
|
|
|
44.3
|
|
|||
|
|
|
|
|
|
|
|
|
||||
Diluted net income per share attributable to Morningstar, Inc.
|
|
$
|
3.18
|
|
|
$
|
3.72
|
|
|
$
|
3.00
|
|
|
|
|
|
|
|
|
External revenue by geographical area
|
|
|
|
|
|
|
||||||
|
|
Year ended December 31
|
||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
United States
|
|
$
|
687.0
|
|
|
$
|
590.5
|
|
|
$
|
585.1
|
|
|
|
|
|
|
|
|
||||||
United Kingdom
|
|
64.7
|
|
|
61.1
|
|
|
64.2
|
|
|||
Continental Europe
|
|
69.9
|
|
|
62.6
|
|
|
58.8
|
|
|||
Australia
|
|
34.6
|
|
|
32.2
|
|
|
30.5
|
|
|||
Canada
|
|
29.4
|
|
|
28.2
|
|
|
27.9
|
|
|||
Asia
|
|
21.2
|
|
|
20.0
|
|
|
18.5
|
|
|||
Other
|
|
4.9
|
|
|
4.0
|
|
|
3.8
|
|
|||
Total International
|
|
224.7
|
|
|
208.1
|
|
|
203.7
|
|
|||
|
|
|
|
|
|
|
||||||
Consolidated revenue
|
|
$
|
911.7
|
|
|
$
|
798.6
|
|
|
$
|
788.8
|
|
Long-lived assets by geographical area
|
|
|
|
|
||||
|
|
As of December 31
|
||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
United States
|
|
$
|
131.9
|
|
|
$
|
139.1
|
|
|
|
|
|
|
||||
United Kingdom
|
|
6.0
|
|
|
6.6
|
|
||
Continental Europe
|
|
1.7
|
|
|
1.9
|
|
||
Australia
|
|
2.3
|
|
|
0.6
|
|
||
Canada
|
|
0.2
|
|
|
0.4
|
|
||
Asia
|
|
5.2
|
|
|
3.4
|
|
||
Other
|
|
0.1
|
|
|
0.1
|
|
||
Total International
|
|
15.5
|
|
|
13.0
|
|
||
|
|
|
|
|
||||
Consolidated property, equipment, and capitalized software, net
|
|
$
|
147.4
|
|
|
$
|
152.1
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Available-for-sale
|
|
$
|
21.5
|
|
|
$
|
27.7
|
|
Held-to-maturity
|
|
21.9
|
|
|
15.7
|
|
||
Trading securities
|
|
1.7
|
|
|
1.5
|
|
||
Total
|
|
$
|
45.1
|
|
|
$
|
44.9
|
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||||||||||
(in millions)
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
|
Cost
|
|
|
Unrealized
Gain
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities and exchange-traded funds
|
|
$
|
17.1
|
|
|
$
|
2.4
|
|
|
$
|
(0.6
|
)
|
|
$
|
18.9
|
|
|
$
|
25.6
|
|
|
$
|
1.3
|
|
|
$
|
(1.5
|
)
|
|
$
|
25.4
|
|
Mutual funds
|
|
2.4
|
|
|
0.2
|
|
|
—
|
|
|
2.6
|
|
|
2.2
|
|
|
0.1
|
|
|
—
|
|
|
2.3
|
|
||||||||
Total
|
|
$
|
19.5
|
|
|
$
|
2.6
|
|
|
$
|
(0.6
|
)
|
|
$
|
21.5
|
|
|
$
|
27.8
|
|
|
$
|
1.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
27.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Certificates of deposit
|
|
$
|
19.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.9
|
|
|
$
|
13.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.8
|
|
Convertible note
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||||
Total
|
|
$
|
21.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.9
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||
(in millions)
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
||||
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities, exchange-traded funds, and mutual funds
|
|
$
|
19.5
|
|
|
$
|
21.5
|
|
|
$
|
27.8
|
|
|
$
|
27.7
|
|
Total
|
|
$
|
19.5
|
|
|
$
|
21.5
|
|
|
$
|
27.8
|
|
|
$
|
27.7
|
|
|
|
|
|
|
|
|
|
|
||||||||
Held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
19.7
|
|
|
$
|
19.7
|
|
|
$
|
13.8
|
|
|
$
|
13.8
|
|
Due in one to three years
|
|
2.2
|
|
|
2.2
|
|
|
1.9
|
|
|
1.9
|
|
||||
Total
|
|
$
|
21.9
|
|
|
$
|
21.9
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Realized gains
|
|
$
|
3.4
|
|
|
$
|
1.6
|
|
|
$
|
1.3
|
|
Realized losses
|
|
(0.2
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|||
Realized gains, net
|
|
$
|
3.2
|
|
|
$
|
0.6
|
|
|
$
|
0.6
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Unrealized gains (losses), net
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
Level 1:
|
Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
|
Level 2:
|
Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
|
Level 3:
|
Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
|
|
Fair Value
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||
|
|
as of
|
|
Using Fair Value Hierarchy
|
||||||||||||
(in millions)
|
|
December 31, 2017
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||
Available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities and exchange-traded funds
|
|
$
|
18.9
|
|
|
$
|
18.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
2.6
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
||||
Trading securities
|
|
1.7
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
23.7
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||
|
|
as of
|
|
Using Fair Value Hierarchy
|
||||||||||||
(in millions)
|
|
December 31, 2016
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|||||
Available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity securities and exchange-traded funds
|
|
$
|
25.4
|
|
|
$
|
25.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual funds
|
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
||||
Trading securities
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
||||
Cash equivalents
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
29.4
|
|
|
$
|
29.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(in millions)
|
|
|
Weighted Average Useful Life (years)
|
|
Customer-related assets
|
|
$
|
17.1
|
|
|
10
|
Technology-based assets
|
|
40.8
|
|
|
5
|
|
Intellectual property (trademarks and trade names)
|
|
2.8
|
|
|
4
|
|
Total intangible assets
|
|
$
|
60.7
|
|
|
6
|
Unaudited Pro Forma Financial Information (in millions)
|
|
2016
|
|
|
2015
|
|
||
Revenue
|
|
$
|
834.1
|
|
|
$
|
813.3
|
|
Operating income
|
|
$
|
157.7
|
|
|
$
|
170.0
|
|
Net income
|
|
$
|
105.5
|
|
|
$
|
117.1
|
|
|
|
|
|
|
||||
Basic net income per share attributable to Morningstar, Inc.
|
|
$
|
2.45
|
|
|
$
|
2.65
|
|
Diluted net income per share attributable to Morningstar, Inc.
|
|
$
|
2.44
|
|
|
$
|
2.65
|
|
|
|
(in millions)
|
|
|
Balance as of January 1, 2016
|
|
$
|
364.2
|
|
Acquisition of PitchBook
|
|
193.6
|
|
|
Other acquisitions and foreign currency translation
|
|
(1.0
|
)
|
|
Balance as of December 31, 2016
|
|
$
|
556.8
|
|
Divestiture of HelloWallet (See Note 8)
|
|
(2.4
|
)
|
|
Foreign currency translation and adjustments to purchase price allocation
|
|
10.5
|
|
|
Balance as of December 31, 2017
|
|
$
|
564.9
|
|
|
|
As of December 31, 2017
|
|
As of December 31, 2016
|
||||||||||||||||||||||||
(in millions)
|
|
Gross
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Weighted
Average
Useful Life
(years)
|
|
Gross
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Weighted
Average
Useful Life
(years)
|
||||||
Intellectual property
|
|
$
|
31.5
|
|
|
$
|
(28.9
|
)
|
|
$
|
2.6
|
|
|
9
|
|
$
|
30.9
|
|
|
$
|
(27.4
|
)
|
|
$
|
3.5
|
|
|
9
|
Customer-related assets
|
|
156.6
|
|
|
(108.1
|
)
|
|
48.5
|
|
|
12
|
|
152.0
|
|
|
(97.7
|
)
|
|
54.3
|
|
|
12
|
||||||
Supplier relationships
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
20
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
20
|
||||||
Technology-based assets
|
|
127.9
|
|
|
(84.2
|
)
|
|
43.7
|
|
|
7
|
|
133.2
|
|
|
(72.1
|
)
|
|
61.1
|
|
|
7
|
||||||
Non-competition agreements
|
|
2.5
|
|
|
(2.0
|
)
|
|
0.5
|
|
|
5
|
|
5.0
|
|
|
(3.1
|
)
|
|
1.9
|
|
|
5
|
||||||
Total intangible assets
|
|
$
|
318.7
|
|
|
$
|
(223.3
|
)
|
|
$
|
95.4
|
|
|
10
|
|
$
|
321.3
|
|
|
$
|
(200.4
|
)
|
|
$
|
120.9
|
|
|
10
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Amortization expense
|
|
$
|
23.6
|
|
|
$
|
19.4
|
|
|
$
|
22.0
|
|
|
|
Year ended December 31
|
||
(in millions)
|
|
2017
|
|
|
Proceeds received
|
|
$
|
23.7
|
|
Intangibles and internally developed software
|
|
(4.5
|
)
|
|
Goodwill
|
|
(2.4
|
)
|
|
Other assets and liabilities
|
|
(0.1
|
)
|
|
Total gain on sale of business
|
|
$
|
16.7
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Investment in MJKK
|
|
$
|
26.4
|
|
|
$
|
25.1
|
|
Investment in Sustainalytics
|
|
20.7
|
|
|
—
|
|
||
Other-equity method investments
|
|
12.6
|
|
|
13.5
|
|
||
Investments accounted for using the cost method
|
|
2.3
|
|
|
1.7
|
|
||
Total investments in unconsolidated entities
|
|
$
|
62.0
|
|
|
$
|
40.3
|
|
|
|
As of December 31
|
|
|
||||
|
|
2017
|
|
|
2016
|
|
||
Morningstar’s approximate ownership of MJKK
|
|
34
|
%
|
|
34
|
%
|
||
Approximate market value of Morningstar’s ownership in MJKK:
|
|
|
|
|
|
|
||
Japanese yen (¥ in millions)
|
|
¥
|
10,649.6
|
|
|
¥
|
8,558.2
|
|
Equivalent U.S. dollars ($ in millions)
|
|
$
|
94.6
|
|
|
$
|
73.2
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Computer equipment
|
|
$
|
81.6
|
|
|
$
|
70.1
|
|
Capitalized software
|
|
239.2
|
|
|
189.8
|
|
||
Furniture and fixtures
|
|
27.6
|
|
|
26.0
|
|
||
Leasehold improvements
|
|
72.5
|
|
|
69.0
|
|
||
Telephone equipment
|
|
2.3
|
|
|
2.1
|
|
||
Construction in progress
|
|
8.9
|
|
|
9.9
|
|
||
Property, equipment, and capitalized software, at cost
|
|
432.1
|
|
|
366.9
|
|
||
Less accumulated depreciation
|
|
(284.7
|
)
|
|
(214.8
|
)
|
||
Property, equipment, and capitalized software, net
|
|
$
|
147.4
|
|
|
$
|
152.1
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Depreciation expense
|
|
$
|
67.6
|
|
|
$
|
51.3
|
|
|
$
|
42.4
|
|
Minimum Future Rental Commitments
|
|
(in millions)
|
|
|
2018
|
|
$
|
26.8
|
|
2019
|
|
30.4
|
|
|
2020
|
|
32.5
|
|
|
2021
|
|
29.8
|
|
|
2022
|
|
19.1
|
|
|
Thereafter
|
|
54.9
|
|
|
Total
|
|
$
|
193.5
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Rent expense
|
|
$
|
30.3
|
|
|
$
|
26.3
|
|
|
$
|
27.1
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Deferred rent
|
|
$
|
31.2
|
|
|
$
|
28.4
|
|
|
|
As of December 31
|
|
(in millions)
|
|
2017
|
|
Shares available for future grants
|
|
3.4
|
|
|
|
Year ended December 31
|
||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Restricted stock units
|
|
$
|
16.5
|
|
|
$
|
14.6
|
|
|
$
|
16.1
|
|
Restricted stock
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Performance share awards
|
|
7.1
|
|
|
(0.1
|
)
|
|
1.0
|
|
|||
Market stock units
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|||
Stock options
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Total stock-based compensation expense
|
|
$
|
24.1
|
|
|
$
|
14.5
|
|
|
$
|
17.4
|
|
|
|
|
|
|
|
|
||||||
Income tax benefit related to the stock-based compensation expense
|
|
$
|
7.8
|
|
|
$
|
4.3
|
|
|
$
|
5.0
|
|
|
|
Year ended December 31
|
||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Cost of revenue
|
|
$
|
9.6
|
|
|
$
|
7.5
|
|
|
$
|
8.1
|
|
Sales and marketing
|
|
3.0
|
|
|
1.9
|
|
|
2.2
|
|
|||
General and administrative
|
|
11.5
|
|
|
5.1
|
|
|
7.1
|
|
|||
Total stock-based compensation expense
|
|
$
|
24.1
|
|
|
$
|
14.5
|
|
|
$
|
17.4
|
|
|
|
Unrecognized stock-based compensation expense (in millions)
|
|
|
Weighted average expected amortization period (months)
|
|
Restricted stock units
|
|
$
|
36.5
|
|
|
35
|
Performance share awards
|
|
—
|
|
|
12
|
|
Market stock units
|
|
2.8
|
|
|
32
|
|
Total unrecognized stock-based compensation expense
|
|
$
|
39.3
|
|
|
35
|
Restricted Stock Units (RSUs)
|
|
Unvested
|
|
|
Vested but
Deferred
|
|
|
Total
|
|
|
Weighted
Average
Grant Date Value
per RSU
|
|
|
RSUs Outstanding - December 31, 2014
|
|
655,934
|
|
|
14,778
|
|
|
670,712
|
|
|
$
|
67.51
|
|
Granted
|
|
235,213
|
|
|
—
|
|
|
235,213
|
|
|
77.17
|
|
|
Dividend equivalents
|
|
1,409
|
|
|
146
|
|
|
1,555
|
|
|
56.42
|
|
|
Vested
|
|
(253,038
|
)
|
|
—
|
|
|
(253,038
|
)
|
|
64.65
|
|
|
Forfeited
|
|
(66,992
|
)
|
|
—
|
|
|
(66,992
|
)
|
|
53.61
|
|
|
RSUs Outstanding - December 31, 2015
|
|
572,526
|
|
|
14,924
|
|
|
587,450
|
|
|
$
|
72.14
|
|
Granted
|
|
241,609
|
|
|
—
|
|
|
241,609
|
|
|
77.82
|
|
|
Dividend equivalents
|
|
370
|
|
|
136
|
|
|
506
|
|
|
56.52
|
|
|
Vested
|
|
(225,590
|
)
|
|
—
|
|
|
(225,590
|
)
|
|
69.39
|
|
|
Issued
|
|
—
|
|
|
(5,312
|
)
|
|
(5,312
|
)
|
|
44.47
|
|
|
Forfeited
|
|
(47,670
|
)
|
|
—
|
|
|
(47,670
|
)
|
|
74.45
|
|
|
RSUs Outstanding - December 31, 2016
|
|
541,245
|
|
|
9,748
|
|
|
550,993
|
|
|
$
|
75.77
|
|
Granted
|
|
331,470
|
|
|
—
|
|
|
331,470
|
|
|
78.33
|
|
|
Dividend equivalents
|
|
—
|
|
|
78
|
|
|
78
|
|
|
60.99
|
|
|
Vested
|
|
(212,005
|
)
|
|
—
|
|
|
(212,005
|
)
|
|
75.38
|
|
|
Issued
|
|
—
|
|
|
(6,547
|
)
|
|
(6,547
|
)
|
|
49.40
|
|
|
Forfeited
|
|
(55,831
|
)
|
|
—
|
|
|
(55,831
|
)
|
|
76.49
|
|
|
RSUs Outstanding - December 31, 2017
|
|
604,879
|
|
|
3,279
|
|
|
608,158
|
|
|
$
|
77.52
|
|
|
|
As of December 31, 2017
|
|
|
Target performance share awards granted
|
|
93,701
|
|
|
Weighted average fair value per award
|
|
$
|
77.55
|
|
Number of shares that would be issued based on current performance levels
|
|
—
|
|
|
Unamortized expense, based on current performance levels (in millions)
|
|
$
|
—
|
|
|
|
Assumptions for Monte Carlo Valuation Model
|
|||||
Grant Date
|
|
Expected volatility
|
Dividend yield
|
Risk-free interest rate
|
|||
May 15, 2017
|
|
17.4
|
%
|
1.20
|
%
|
1.49
|
%
|
November 15, 2017
|
|
17.7
|
%
|
1.04
|
%
|
1.79
|
%
|
|
|
As of December 31, 2017
|
|
|
Market stock units granted
|
|
45,663
|
|
|
Weighted average fair value per award
|
|
$
|
72.29
|
|
Number of target market stock units outstanding
|
|
44,606
|
|
|
Unamortized expense, based on current performance levels (in millions)
|
|
$
|
2.8
|
|
|
|
As of December 31, 2017
|
|
|
Target performance share awards granted
|
|
100,924
|
|
|
Weighted average fair value per award
|
|
$
|
74.31
|
|
Number of shares that will be issued based on final 2017 performance levels
|
|
113,941
|
|
|
Unamortized expense, based on current performance levels (in millions)
|
|
$
|
—
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
2015
|
|
|
|||||||||
All Other Option Grants, Excluding Activity Shown Above
|
|
Underlying
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Underlying
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Underlying
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
|||
Options outstanding—beginning of year
|
|
46,001
|
|
|
$
|
57.28
|
|
|
52,096
|
|
|
$
|
57.52
|
|
|
169,810
|
|
|
$
|
40.20
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Canceled
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
|
(4,316
|
)
|
|
57.28
|
|
|
(6,095
|
)
|
|
59.35
|
|
|
(117,714
|
)
|
|
32.91
|
|
|||
Options outstanding—end of year
|
|
41,685
|
|
|
$
|
57.28
|
|
|
46,001
|
|
|
$
|
57.28
|
|
|
52,096
|
|
|
$
|
57.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Options exercisable—end of year
|
|
41,685
|
|
|
$
|
57.28
|
|
|
46,001
|
|
|
$
|
57.28
|
|
|
52,096
|
|
|
$
|
57.52
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Intrinsic value of options exercised
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
5.1
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
Range of Exercise Prices
|
|
Number of Options
|
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Weighted
Average
Exercise
Price
|
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|
|
Exercisable Shares
|
|
|
Weighted Average Remaining Contractual Life (years)
|
|
Weighted Average Exercise Price
|
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|
||||
$57.28
|
|
41,685
|
|
|
3.37
|
|
$
|
57.28
|
|
|
$
|
1.7
|
|
|
41,685
|
|
|
3.37
|
|
$
|
57.28
|
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vested or Expected to Vest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
$57.28
|
|
41,685
|
|
|
3.37
|
|
$
|
57.28
|
|
|
$
|
1.7
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
401(k) matching contributions
|
|
$
|
10.4
|
|
|
$
|
9.0
|
|
|
$
|
8.3
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Income before income taxes and equity in net income (loss) of unconsolidated entities
|
|
$
|
181.1
|
|
|
$
|
224.9
|
|
|
$
|
193.7
|
|
Equity in net income (loss) of unconsolidated entities
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
1.8
|
|
|||
Net income attributable to the noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Total
|
|
$
|
179.8
|
|
|
$
|
224.7
|
|
|
$
|
195.3
|
|
Income tax expense
|
|
$
|
42.9
|
|
|
$
|
63.7
|
|
|
$
|
62.7
|
|
Effective tax rate
|
|
23.9
|
%
|
|
28.3
|
%
|
|
32.1
|
%
|
|
|
2017
|
|
|
|
2016
|
|
|
|
2015
|
|
|
|||||||||
(in millions, except percentages)
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|||
Income tax expense at U.S. federal rate
|
|
$
|
63.0
|
|
|
35.0
|
%
|
|
$
|
78.6
|
|
|
35.0
|
%
|
|
$
|
68.4
|
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
|
3.0
|
|
|
1.7
|
|
|
4.5
|
|
|
2.0
|
|
|
6.6
|
|
|
3.4
|
|
|||
Change in U.S. tax rate
|
|
(14.7
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Deemed mandatory repatriation
|
|
7.5
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reduction of deferred tax liabilities for foreign equity method investments
|
|
(6.4
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Withholding tax - repatriation
|
|
3.0
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation activity
|
|
0.3
|
|
|
0.2
|
|
|
(0.6
|
)
|
|
(0.3
|
)
|
|
0.4
|
|
|
0.2
|
|
|||
Equity in net income of unconsolidated subsidiaries (including holding gains upon acquisition)
|
|
1.2
|
|
|
0.7
|
|
|
(12.1
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|||
Book gain over tax gain on sale of HelloWallet
|
|
(6.8
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net change in valuation allowance related to non-U.S. deferred tax assets, primarily net operating losses
|
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
(1.0
|
)
|
|||
Difference between U.S. federal statutory and foreign tax rates
|
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(5.3
|
)
|
|
(2.4
|
)
|
|
(4.4
|
)
|
|
(2.3
|
)
|
|||
Change in unrecognized tax benefits
|
|
1.2
|
|
|
0.7
|
|
|
2.6
|
|
|
1.2
|
|
|
(1.4
|
)
|
|
(0.7
|
)
|
|||
Credits and incentives
|
|
(3.7
|
)
|
|
(2.1
|
)
|
|
(3.7
|
)
|
|
(1.6
|
)
|
|
(5.1
|
)
|
|
(2.6
|
)
|
|||
Other - net
|
|
0.4
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
|
0.1
|
|
|||
Total income tax expense
|
|
$
|
42.9
|
|
|
23.9
|
%
|
|
$
|
63.7
|
|
|
28.3
|
%
|
|
$
|
62.7
|
|
|
32.1
|
%
|
|
|
Year ended December 31
|
||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
Current tax expense:
|
|
|
|
|
|
|
||||||
U.S.
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
40.3
|
|
|
$
|
42.8
|
|
|
$
|
42.8
|
|
State
|
|
6.6
|
|
|
6.5
|
|
|
8.3
|
|
|||
Non-U.S.
|
|
9.9
|
|
|
9.7
|
|
|
8.7
|
|
|||
Current tax expense
|
|
56.8
|
|
|
59.0
|
|
|
59.8
|
|
|||
Deferred tax expense (benefit):
|
|
|
|
|
|
|
||||||
U.S.
|
|
|
|
|
|
|
||||||
Federal
|
|
(10.9
|
)
|
|
5.1
|
|
|
4.3
|
|
|||
State
|
|
(1.9
|
)
|
|
0.4
|
|
|
1.8
|
|
|||
Non-U.S.
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|
(3.2
|
)
|
|||
Deferred tax expense, net
|
|
(13.9
|
)
|
|
4.7
|
|
|
2.9
|
|
|||
Income tax expense
|
|
$
|
42.9
|
|
|
$
|
63.7
|
|
|
$
|
62.7
|
|
|
|
Year ended December 31
|
||||||||||
(in millions)
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|||
U.S.
|
|
$
|
143.5
|
|
|
$
|
186.5
|
|
|
$
|
160.6
|
|
Non-U.S.
|
|
37.6
|
|
|
38.4
|
|
|
33.1
|
|
|||
Income before income taxes and equity in net income (loss) of unconsolidated entities
|
|
$
|
181.1
|
|
|
$
|
224.9
|
|
|
$
|
193.7
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Stock-based compensation expense
|
|
$
|
3.7
|
|
|
$
|
2.6
|
|
Accrued liabilities
|
|
14.2
|
|
|
19.0
|
|
||
Deferred revenue
|
|
3.5
|
|
|
5.1
|
|
||
Net operating loss carryforwards - U.S. federal and state
|
|
1.9
|
|
|
12.9
|
|
||
Net operating loss carryforwards - Non-U.S.
|
|
3.1
|
|
|
3.0
|
|
||
Credits and incentive carryforwards
|
|
0.3
|
|
|
0.6
|
|
||
Deferred royalty revenue
|
|
0.2
|
|
|
0.3
|
|
||
Allowance for doubtful accounts
|
|
1.1
|
|
|
1.2
|
|
||
Deferred rent
|
|
6.2
|
|
|
10.3
|
|
||
Other
|
|
0.3
|
|
|
—
|
|
||
Total deferred tax assets
|
|
34.5
|
|
|
55.0
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Acquired intangible assets
|
|
(18.6
|
)
|
|
(34.3
|
)
|
||
Property, equipment, and capitalized software
|
|
(24.6
|
)
|
|
(37.6
|
)
|
||
Unrealized exchange gains, net
|
|
(0.6
|
)
|
|
(0.1
|
)
|
||
Prepaid expenses
|
|
(3.9
|
)
|
|
(5.3
|
)
|
||
Investments in unconsolidated entities
|
|
(5.4
|
)
|
|
(14.0
|
)
|
||
Withholding tax - foreign dividends
|
|
(3.0
|
)
|
|
—
|
|
||
Other
|
|
—
|
|
|
(0.3
|
)
|
||
Total deferred tax liabilities
|
|
(56.1
|
)
|
|
(91.6
|
)
|
||
Net deferred tax liability before valuation allowance
|
|
(21.6
|
)
|
|
(36.6
|
)
|
||
Valuation allowance
|
|
(2.0
|
)
|
|
(1.6
|
)
|
||
Deferred tax liability, net
|
|
$
|
(23.6
|
)
|
|
$
|
(38.2
|
)
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Deferred tax liability, net
|
|
$
|
(23.6
|
)
|
|
$
|
(38.2
|
)
|
|
|
As of December 31
|
|
|
|
|||||
(in millions)
|
|
|
2017
|
|
|
2016
|
||||
|
|
|
Expiration Dates
|
|
|
Expiration Dates
|
||||
U.S. federal NOLs subject to expiration dates
|
|
$
|
9.1
|
|
2023-2036
|
|
$
|
36.9
|
|
2023-2036
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Non-U.S. NOLs subject to expiration dates from 2019 through 2037
|
|
$
|
5.7
|
|
|
$
|
3.8
|
|
Non-U.S. NOLs with no expiration date
|
|
9.1
|
|
|
10.8
|
|
||
Total
|
|
$
|
14.8
|
|
|
$
|
14.6
|
|
|
|
|
|
|
||||
Non-U.S. NOLs not subject to valuation allowances
|
|
$
|
5.4
|
|
|
$
|
6.8
|
|
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Gross unrecognized tax benefits - beginning of the year
|
|
$
|
18.4
|
|
|
$
|
14.5
|
|
Increases as a result of tax positions taken during a prior-year period
|
|
1.4
|
|
|
2.2
|
|
||
Decreases as a result of tax positions taken during a prior-year period
|
|
(0.4
|
)
|
|
(0.1
|
)
|
||
Increases as a result of tax positions taken during the current period
|
|
1.9
|
|
|
2.4
|
|
||
Decreases relating to settlements with tax authorities
|
|
—
|
|
|
—
|
|
||
Reductions as a result of lapse of the applicable statute of limitations
|
|
(2.6
|
)
|
|
(0.6
|
)
|
||
Gross unrecognized tax benefits - end of the year
|
|
$
|
18.7
|
|
|
$
|
18.4
|
|
|
|
As of December 31
|
|
|
||||
(in millions)
|
|
2017
|
|
|
2016
|
|
||
Liabilities for interest and penalties
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
2017
|
|
|
|
|
|
|
|
|
||||||||||||||
(in millions except per share amounts)
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|
Q4
|
|
|
Q1
|
|
|
Q2
|
|
|
Q3
|
|
|
Q4
|
|
|
||||||||
Revenue
|
|
$
|
192.1
|
|
|
$
|
198.2
|
|
|
$
|
196.1
|
|
|
$
|
212.2
|
|
|
$
|
209.5
|
|
|
$
|
229.2
|
|
|
$
|
229.9
|
|
|
$
|
243.1
|
|
|
Total operating expense
|
|
149.8
|
|
|
153.8
|
|
|
151.9
|
|
|
162.3
|
|
|
181.1
|
|
|
183.2
|
|
|
177.1
|
|
|
200.5
|
|
|
||||||||
Operating income
|
|
42.3
|
|
|
44.4
|
|
|
44.2
|
|
|
49.9
|
|
|
28.4
|
|
|
46.0
|
|
|
52.8
|
|
|
42.6
|
|
|
||||||||
Non-operating income (expense), net
|
|
0.5
|
|
|
3.0
|
|
|
2.1
|
|
|
38.5
|
|
(1)
|
(1.3
|
)
|
|
15.3
|
|
(2)
|
(2.0
|
)
|
|
(0.7
|
)
|
|
||||||||
Income before income taxes and equity in net income (loss) of unconsolidated entities
|
|
42.8
|
|
|
47.4
|
|
|
46.3
|
|
|
88.4
|
|
|
27.1
|
|
|
61.3
|
|
|
50.8
|
|
|
41.9
|
|
|
||||||||
Equity in net income (loss) of unconsolidated entities
|
|
0.5
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
(0.9
|
)
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
||||||||
Income tax expense
|
|
14.6
|
|
|
15.4
|
|
|
16.5
|
|
|
17.2
|
|
|
8.3
|
|
|
15.0
|
|
|
16.9
|
|
|
2.7
|
|
(3)
|
||||||||
Consolidated net income
|
|
$
|
28.7
|
|
|
$
|
31.8
|
|
|
$
|
30.2
|
|
|
$
|
70.3
|
|
|
$
|
18.0
|
|
|
$
|
46.1
|
|
|
$
|
33.9
|
|
|
$
|
38.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.74
|
|
|
$
|
0.70
|
|
|
$
|
1.63
|
|
|
$
|
0.42
|
|
|
$
|
1.07
|
|
|
$
|
0.80
|
|
|
$
|
0.91
|
|
|
Diluted
|
|
$
|
0.67
|
|
|
$
|
0.73
|
|
|
$
|
0.70
|
|
|
$
|
1.63
|
|
|
$
|
0.42
|
|
|
$
|
1.07
|
|
|
$
|
0.79
|
|
|
$
|
0.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Dividends declared per common share
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
—
|
|
|
$
|
0.48
|
|
|
Dividends paid per common share
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
$
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
43.0
|
|
|
43.0
|
|
|
43.1
|
|
|
43.0
|
|
|
42.9
|
|
|
42.9
|
|
|
42.5
|
|
|
42.5
|
|
|
||||||||
Diluted
|
|
43.1
|
|
|
43.3
|
|
|
43.3
|
|
|
43.2
|
|
|
43.2
|
|
|
43.1
|
|
|
42.8
|
|
|
42.9
|
|
|
Report of KPMG LLP, Independent Registered Public Accounting Firm
|
|
|
|
Financial Statements:
|
|
|
Consolidated Statements of Income—Years ended December 31, 2017, 2016, and 2015
|
|
Consolidated Statements of Comprehensive Income—Years ended December 31, 2017, 2016, and 2015
|
|
Consolidated Balance Sheets—December 31, 2017 and 2016
|
|
Consolidated Statements of Equity—Years ended December 31, 2017, 2016, and 2015
|
|
Consolidated Statements of Cash Flows—Years ended December 31, 2017, 2016, and 2015
|
|
Notes to Consolidated Financial Statements
|
(in millions)
|
|
Balance at Beginning of Year
|
|
Charged (Credited) to Costs & Expenses
|
|
Additions (Deductions) Including Currency Translations
|
|
Balance at End of Year
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31,
|
|
|
|
|
|
|
|
|
||||||||
2017
|
|
$
|
2.1
|
|
|
$
|
2.3
|
|
|
$
|
(1.2
|
)
|
|
$
|
3.2
|
|
2016
|
|
1.8
|
|
|
1.3
|
|
|
(1.0
|
)
|
|
2.1
|
|
||||
2015
|
|
1.5
|
|
|
0.5
|
|
|
(0.2
|
)
|
|
1.8
|
|
Exhibit
|
|
Description
|
|
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 (the Registration Statement).
|
|
|
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.
|
|
|
Specimen Common Stock Certificate is incorporated by reference to Exhibit 4.1 to the Registration Statement.
|
|
|
Form of Indemnification Agreement is incorporated by reference to Exhibit 10.1 to the Registration Statement.
|
|
|
Morningstar Incentive Plan, as amended and restated effective January 1, 2014, is incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the year ended December 31, 2013.
|
|
|
Morningstar 2004 Stock Incentive Plan, as amended and restated effective as of July 24, 2009, is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
|
|
|
Morningstar 2011 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K that we filed with the SEC on May 18, 2011.
|
|
|
Form of Morningstar 2004 Stock Incentive Plan Stock Option Agreement for awards made on May 15, 2011 is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011 (the June 2011 10-Q).
|
|
|
Form of Morningstar 2004 Stock Incentive Plan Director Stock Option Agreement for awards made on May 15, 2011 is incorporated by reference to Exhibit 10.2 to the June 2011 10-Q.
|
|
|
Form of Morningstar 2011 Stock Incentive Plan Restricted Stock Award Agreement for awards made on and after May 15, 2013 is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the June 2013 10-Q).
|
|
|
Form of Morningstar 2011 Stock Incentive Plan Director Restricted Stock Unit Award Agreement, as amended and restated effective December 3, 2015 is incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K for the year ended December 31, 2015 (the 2015 10-K).
|
|
|
Form of Morningstar 2011 Stock Incentive Plan Performance Share Award Agreement, as amended and restated effective December 3, 2015, for awards made on and after March 15, 2015 is incorporated by reference to Exhibit 10.14 to the 2015 10-K.
|
|
|
Form of Morningstar 2011 Stock Incentive Plan CEO Restricted Stock Unit Award Agreement for award made on January 3, 2017 is incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 31, 2016.
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10.11
*
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Form of Morningstar 2011 Stock Incentive Plan Market Stock Unit Award Agreement for awards made on May 15, 2017 is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
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Form of Morningstar 2011 Stock Incentive Plan Market Stock Unit Award Agreement for awards made on and after November 15, 2017
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Form of Morningstar 2011 Stock Incentive Plan Restricted Stock Unit Award Agreement for awards made on and after November 15, 2017.
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Form of Morningstar 2011 Stock Incentive Plan CFO Restricted Stock Unit Award Agreement for award made on November 15, 2017.
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Amended and Restated Credit Agreement dated as of November 4, 2016 among Morningstar, Inc., certain subsidiaries of Morningstar, Inc., and Bank of America, N.A. is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K that we filed with the SEC on November 8, 2016.
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Subsidiaries of Morningstar.
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Consent of KPMG LLP.
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
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Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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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.
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101†
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The following financial information from Morningstar Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Equity, (v) Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
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MORNINGSTAR, INC.
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By:
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/s/ Kunal Kapoor
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Kunal Kapoor
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Title: Chief Executive Officer
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Signature
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Title
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Date
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/s/ Kunal Kapoor
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Chief Executive Officer
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March 1, 2018
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Kunal Kapoor
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(principal executive officer) and Director
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/s/ Jason Dubinsky
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Chief Financial Officer (principal
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March 1, 2018
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Jason Dubinsky
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financial and accounting officer)
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/s/ Joe Mansueto
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Chairman of the Board
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March 1, 2018
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Joe Mansueto
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/s/ Robin Diamonte
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Director
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March 1, 2018
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Robin Diamonte
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/s/ Cheryl Francis
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Director
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March 1, 2018
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Cheryl Francis
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/s/ Steven Kaplan
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Director
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March 1, 2018
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Steven Kaplan
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/s/ Gail Landis
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Director
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March 1, 2018
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Gail Landis
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/s/ Bill Lyons
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Director
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March 1, 2018
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Bill Lyons
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/s/ Jack Noonan
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Director
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March 1, 2018
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Jack Noonan
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/s/ Caroline Tsay
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Director
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March 1, 2018
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Caroline Tsay
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/s/ Hugh Zentmyer
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Director
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March 1, 2018
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Hugh Zentmyer
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(1)
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MORNINGSTAR, INC.,
an Illinois corporation (the “Company”); and
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(2)
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The Participant identified in the Grant Notice.
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1.1
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In accordance with the terms of the Plan and subject to the terms and conditions of this Award Agreement, the Company hereby grants to the Participant a Market Stock Unit Award with respect to the target number of Market Stock Units (“MSUs”) set forth in the Grant Notice (the “Target MSUs”). The number of MSUs that are earned shall be equal to a percentage of the Target MSUs, which shall be determined in accordance with the performance conditions specified in Section 2 (the “Performance Conditions”). The MSUs shall constitute performance-based Restricted Stock Units granted pursuant to Section 3.3 of the Plan.
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1.2
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Each MSU is a notional amount that represents one unvested share of common stock, no par value, of the Company (a “Share”). Each MSU constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a Share if and to the extent the Performance Conditions are satisfied and the MSUs become vested.
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1.3
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This Award Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Participant hereby agrees to be bound by the terms of this Award Agreement and the Plan.
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1.4
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Further details of the MSUs granted to the Participant under the terms of this Award Agreement are set forth in the Grant Notice.
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2
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PERFORMANCE CONDITIONS
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2.1
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Subject to the terms of the Award Agreement and the Plan, the number of MSUs that are earned shall be based on the Company’s Cumulative Total Shareholder Return for the Performance Period set forth in the Grant Notice (the “Company Cumulative TSR”), as follows:
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Company Cumulative TSR
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Shares Earned as a
Percentage of Target MSUs |
Threshold TSR
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[ ]
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[ ]
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Target TSR
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[ ]
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[ ]
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Maximum TSR
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[ ]
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[ ]
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2.2
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If the Company TSR exceeds the Threshold TSR and is less than the Target TSR, the percentage of the Target MSUs earned shall be 100%, reduced by [ ]% for each [ ]% decrease in Company TSR below [ ]%. For example, if the Company TSR is [ ]%, then [ ]% of Target MSUs would be earned. If the Company TSR exceeds the Target TSR and is less than the Maximum TSR, the percentage of the Target MSUs earned shall be [ ]%, increased by [ ]
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2.3
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No MSUs shall be earned pursuant to this Award Agreement if the Company TSR is less than ([ ]%), and the maximum number of MSUs earned pursuant to this Award Agreement shall be [ ]% of the Target MSUs.
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2.4
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For purposes of this Award Agreement, the Company TSR for the Performance Period shall be measured by dividing (A) the sum of (i) the increase or decrease in the Stock Price, as defined below, from the beginning of the Performance Period to the end of the Performance Period, and (ii) the cumulative value of dividends paid during the Performance Period, assuming such dividends are reinvested in Shares, by (B) the Stock Price determined at the beginning of the Performance Period.
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2.5
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For purposes of computing Company TSR, the “Stock Price” at the beginning of the Performance Period shall be the average closing price of a Share over the 30 consecutive calendar days immediately prior to the first day of the Performance Period, and the “Stock Price” at the end of the Performance Period shall be the average closing price of a Share over the 30 consecutive calendar days ending on and including the last day of the Performance Period, adjusted for changes in capitalization in accordance with Section 5.7 of the Plan.
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2.6
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The Committee may, in its sole discretion, reduce, but not increase, the percentage of MSUs that are earned at any level of performance.
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2.7
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Subject to, and except as otherwise provided by, the Award Agreement, including Section 4.2 and Section 4.3 thereof, the MSUs that are earned pursuant to the attainment of the Performance Conditions set forth in Section 2 shall vest only if the Participant has remained in continuous Service until the last day of the Performance Period.
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3
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RIGHTS AS A SHAREHOLDER
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3.1
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Unless and until an MSU has been earned and vested and the Share underlying it has been distributed to the Participant, the Participant will not be entitled to vote that Share or have any right to dividends, dividend equivalents or other distributions with respect to that Share; provided that the number and class of securities subject to this Award Agreement shall be subject to adjustment in accordance with Section 5.7 of the Plan.
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4
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TERMINATION OF SERVICE AND OTHER CHANGES IN SERVICE STATUS
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4.1
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If the Participant’s Service (as defined in Section 4.7) terminates for any reason other than Disability (as defined in Section 4.6), death or a termination by the Company without Cause (as defined in Section 4.5), the Participant will forfeit the right to receive Shares underlying any MSUs that have not been earned and vested at that time.
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4.2
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If the Participant’s Service terminates on account of the Disability or death of the Participant, the Performance Conditions shall be deemed to have been satisfied at the target levels set forth in Section 2, and the Participant shall become vested in a prorated number of MSUs, based on the number of whole months in the Performance Period prior to the termination of the Participant’s Service. The Shares underlying such vested MSUs shall be distributed to the Participant or the Participant’s beneficiary under the Plan as soon as practicable, but in no event later than 2½ months after the last day of the calendar year in which the Participant’s Service terminates in accordance with this Section 4.2.
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4.3
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If the Participant’s Service is terminated by the Company without Cause, the Participant at the end of the Performance Period shall be entitled to receive the number of MSUs that would have been earned had the Participant’s employment continued through the last day of the Performance Period, based on the actual attainment of the Performance Conditions for the entire Performance Period, but prorated to reflect the number of whole months in the Performance Period prior to the termination of the Participant’s Service. The Shares underlying such vested MSUs shall be distributed to the Participant in accordance with Section 5.1 of this Award Agreement.
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4.4
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For purposes of this Award Agreement, "
Affiliate
” means an entity that is (directly or indirectly) controlled by, or controls, the Company.
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4.5
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For purposes of this Award Agreement, “
Cause
” shall mean the Participant’s: (i) willful neglect of or continued failure to substantially perform his or her duties with or obligations for the Company or an Affiliate in any material respect (other than any such failure resulting from his or her incapacity due to physical or mental illness); (ii) commission of a willful or grossly negligent act or the willful or grossly negligent omission to act that causes or is reasonably likely to cause material harm to the Company or an Affiliate; or (iii) commission or conviction of, or plea of nolo contendere to, any felony or any crime significantly injurious to the Company or an Affiliate. An act or omission is "willful" for this purpose if it was knowingly done, or knowingly omitted, by the Participant in bad faith and without reasonable belief that the act or omission was in the best interest of the Company or an Affiliate. Determination of Cause shall be made by the Committee in its sole discretion.
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4.6
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Notwithstanding anything in the Plan to the contrary, for purposes of this Award Agreement, “
Disability
” shall mean the condition of being “disabled” as provided in Code Section 409A(a)(2)(C).
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4.7
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For purposes of this Award Agreement “
Service
” means the provision of services to the Company or its Affiliates in the capacity of an employee or a member of the Board but not as a consultant to the Company or an Affiliate. For purposes of this Award Agreement, the transfer of an employee from the Company to an Affiliate, from an Affiliate to the Company or from an Affiliate to another Affiliate shall not be a termination of Service. However, if the Affiliate for which an employee is providing services ceases to be an Affiliate of the Company due to a sale, transfer or other reason, and the employee ceases to perform services for the Company or any Affiliate, the employee shall incur a termination of Service.
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5
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TIMING AND FORM OF PAYMENT
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5.1
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Once an MSU is earned and vested and the Committee has certified in writing the achievement of the Performance Conditions, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible after its associated MSU vests, but no later than 2½ months from the end of the calendar year in which such vesting occurs. Shares delivered under this Award Agreement shall be subject to the Company’s share retention policy, as in effect from time to time.
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6
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RESPONSIBILITY FOR TAXES AND TAX WITHHOLDING OBLIGATIONS
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6.1
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The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Further, notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to the MSUs. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the MSUs, including, but not limited to, the grant, vesting or settlement of the MSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the MSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. In addition, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
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6.2
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The Participant shall, upon occurrence of any tax withholding event, pay to the Company or the Employer or make arrangements satisfactory to the Company for payment of any Tax-Related Items required by law to be withheld on account of such taxable event. Without limiting the Company’s power or rights pursuant to Section 5.5 of the Plan, amounts required by law or regulation to be withheld by the Company with respect to any taxable event arising under this Award Agreement will be satisfied by having Shares withheld in accordance with Section 5.5 of the Plan. In addition, the Participant may elect to deliver to the Company the necessary funds to satisfy the withholding obligation, in which case there will be no reduction in the Shares otherwise distributable to the Participant.
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6.3
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Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the
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7
|
NOTICES
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7.1
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Any notice or other communication required or permitted under this Award Agreement must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender's expense. Notice will be deemed given when delivered personally or, if mailed, three days after the date of deposit or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to Morningstar, Inc., 22 West Washington Street, Chicago, Illinois, 60602, USA, Attention: General Counsel. Notice to the Participant should be sent to the address of the Participant contained in the Company’s records. Either party may change the person and/or address to whom the other party must give notice by giving such other party written notice of such change, in accordance with the procedures described above.
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8
|
NATURE OF GRANT
|
a.
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the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
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the grant of MSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of MSUs, or benefits in lieu of MSUs, even if MSUs have been granted in the past;
|
c.
|
all decisions with respect to future MSU or other award grants, if any, will be at the sole discretion of the Committee;
|
d.
|
the Participant is voluntarily participating in the Plan;
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e.
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the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate Participant’s Service at any time with or without Cause;
|
f.
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an MSU grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
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g.
|
the grant of MSUs, the Shares subject to the MSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
|
h.
|
the grant of MSUs, the Shares subject to the MSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
i.
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the MSUs and the benefits evidenced by this Award Agreement do not create any entitlement to have the MSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;
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k.
|
unless otherwise agreed with the Company, the MSUs and the Shares subject to the MSUs, and the income and value of same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
|
l.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the MSUs resulting from the termination of the Participant's Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of MSUs, the Participant agrees not to institute any claim against the Company or any Affiliate; and
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m.
|
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the MSUs or of any amounts due to the Participant pursuant to the vesting of MSUs or the sale of Shares.
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9
|
DATA PRIVACY
|
10
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
10.1
|
The Company may, in its sole discretion, decide to deliver any documents related to MSUs awarded under the Plan or future MSUs that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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11
|
SEVERABILITY
|
11.1
|
The provisions of the Award Agreement (including the Country-Specific Terms and Conditions attached hereto as an Addendum), are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
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12
|
NO ADVICE REGARDING GRANT
|
12.1
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
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13
|
IMPOSITION OF OTHER REQUIREMENTS
|
13.1
|
The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on MSUs and on any Shares acquired under the Plan, to the extent
|
14
|
LANGUAGE
|
14.1
|
If the Participant received any document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
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15
|
INSIDER TRADING/MARKET ABUSE LAWS
|
15.1
|
The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., MSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is Participant’s responsibility to be informed of and compliant with such regulations, and Participant should speak to his or her personal advisor on this matter.
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16
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
16.1
|
The Participant acknowledges that the Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends paid on Shares or sales proceeds from the sale of Shares acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.
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17
|
ADDENDUM
|
17.1
|
Notwithstanding any provisions in the Award Agreement, MSUs shall also be subject to the Country-Specific Terms and Conditions for the Participant’s country, if any, set forth in the Addendum attached hereto. Moreover, if the Participant relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
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18
|
CONSTRUCTION
|
18.1
|
The MSUs granted hereunder are subject to any rules and regulations promulgated by the Committee pursuant to the Plan, now or hereafter in effect.
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18.2
|
The Company and the Participant may amend this Award Agreement only by a written instrument signed by both parties, provided, that the Company may amend this Award Agreement without further action by the Participant if (i) such amendment is deemed by the Company to be advisable or necessary to comply with applicable law, rule, or, regulation, including Section 409A of the Code, or (ii) if such amendment is not to the detriment of the Participant.
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18.3
|
The Participant shall agree to the terms of this Award Agreement by accepting the Grant Notice at the time and in the manner specified by the Company.
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18.4
|
The Plan, the MSUs and this Award Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Illinois and construed in accordance therewith without giving effect to principles of conflicts of laws.
|
i.
|
a copy of the Company's most recent annual report (i.e., Form 10-K) is available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx
; and
|
ii.
|
a copy of the Plan is available on the website of the Company’s stock plan service provider;
|
iii.
|
a copy of the Plan Prospectus is available on the website of the Company’s stock plan service provider.
|
(1)
|
MORNINGSTAR, INC.,
an Illinois corporation (the “Company”); and
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(2)
|
The Participant identified in the Grant Notice.
|
1.1
|
In accordance with the terms of the Plan and subject to the terms and conditions of this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units specified in the Grant Notice.
|
1.2
|
Each Restricted Stock Unit is a notional amount that represents one unvested share of common stock, no par value, of the Company (a “Share”). Each Restricted Stock Unit constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a Share if and when the Restricted Stock Unit vests.
|
1.3
|
This Award Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Participant hereby agrees to be bound by the terms of this Award Agreement and the Plan.
|
1.4
|
Subject to, and except as otherwise provided by, this Award Agreement, including Section 3.2 hereof, the Restricted Stock Units subject to this Award Agreement shall vest in installments, with each installment becoming vested on the “Vesting Date” shown below, if the Participant has remained in continuous Service (as defined in Section 3.3 hereof) until that Vesting Date. Notwithstanding the foregoing, the Board or the Committee may cause the Restricted Stock Units granted hereby to vest at an earlier date pursuant to its authority under the Plan.
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Percentage of Restricted Stock Units
|
Vesting Date
|
25%
|
First anniversary of Grant Date
|
25%
|
Second Anniversary of Grant Date
|
25%
|
Third Anniversary of Grant Date
|
25%
|
Fourth Anniversary of Grant Date
|
|
|
1.5
|
Further details of the Restricted Stock Units granted to the Participant under the terms of this Award Agreement are set forth in the Grant Notice.
|
2
|
RIGHTS AS A SHAREHOLDER
|
2.1
|
Unless and until a Restricted Stock Unit has vested and the Share underlying it has been distributed to the Participant, the Participant will not be entitled to vote that Share or have any right to dividends, dividend equivalents or other distributions with respect to that Share; provided that the number and class of securities subject to this Award Agreement shall be subject to adjustment in accordance with Section 5.7 of the Plan.
|
3
|
TERMINATION OF SERVICE AND OTHER CHANGES IN SERVICE STATUS
|
3.1
|
If the Participant’s Service (as defined in Section 3.3) terminates for any reason other than Disability or death, the Participant will forfeit the right to receive Shares underlying any
|
3.2
|
If the Participant’s Service terminates on account of the Disability or death of the Participant, the Shares underlying all of the Restricted Stock Units awarded hereunder shall become immediately vested and be distributed to the Participant or the Participant’s beneficiary under the Plan as soon as practicable in accordance with Section 4.1 of this Award Agreement.
|
3.3
|
For purposes of this Award Agreement “Service” means the provision of services to the Company or its Affiliates in the capacity of an employee or a member of the Board but not as a consultant to the Company or an Affiliate. For purposes of this Award Agreement, the transfer of an employee from the Company to an Affiliate, from an Affiliate to the Company or from an Affiliate to another Affiliate shall not be a termination of Service. However, if the Affiliate for which an employee is providing services ceases to be an Affiliate of the Company due to a sale, transfer or other reason, and the employee ceases to perform services for the Company or any Affiliate, the employee shall incur a termination of Service. For purposes of this Award Agreement, "Affiliate” means an entity that is (directly or indirectly) controlled by, or controls, the Company.
|
3.4
|
For purposes of this Award Agreement, the Participant’s Service will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of his or her Restricted Stock Unit award (including whether the Participant may still be considered to be providing services while on a leave of absence).
|
4
|
TIMING AND FORM OF PAYMENT
|
4.1
|
Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible after its associated Restricted Stock Unit vests, but no later than 2½ months from the end of the calendar year in which such vesting occurs.
|
5
|
RESPONSIBILITY FOR TAXES AND TAX WITHHOLDING OBLIGATIONS
|
5.1
|
The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Further, notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. In addition, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
5.2
|
The Participant shall, upon occurrence of any tax withholding event, pay to the Company or the Employer or make arrangements satisfactory to the Company for payment of any Tax-Related Items required by law to be withheld on account of such taxable event. Without limiting the Company’s power or rights pursuant to Section 5.5 of the Plan, amounts required by law or regulation to be withheld by the Company with respect to any taxable event arising under this Award Agreement will be satisfied by having Shares withheld in accordance with Section 5.5 of the Plan. In addition, the Participant may elect to deliver to the Company
|
5.3
|
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
|
6
|
NOTICES
|
6.1
|
Any notice or other communication required or permitted under this Award Agreement must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender's expense. Notice will be deemed given when delivered personally or, if mailed, three days after the date of deposit or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to Morningstar, Inc., 22 West Washington Street, Chicago, Illinois, 60602, USA, Attention: General Counsel. Notice to the Participant should be sent to the address of the Participant contained in the Company’s records. Either party may change the person and/or address to whom the other party must give notice by giving such other party written notice of such change, in accordance with the procedures described above.
|
7
|
NATURE OF GRANT
|
a.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
|
c.
|
all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
|
d.
|
the Participant is voluntarily participating in the Plan;
|
e.
|
the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
|
f.
|
a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
|
g.
|
the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation;
|
h.
|
the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
i.
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;
|
k.
|
unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
|
l.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant's Service (for any reason whatsoever, whether or not later found to be invalid or in breach of
|
m.
|
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
|
8
|
DATA PRIVACY
|
9
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
9.1
|
The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or a third party designated by the Company.
|
10
|
SEVERABILITY
|
10.1
|
The provisions of the Award Agreement (including the Country-Specific Terms and Conditions attached hereto as an Addendum), are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
11
|
NO ADVICE REGARDING GRANT
|
11.1
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
|
12
|
IMPOSITION OF OTHER REQUIREMENTS
|
12.1
|
The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
13
|
LANGUAGE
|
13.1
|
If the Participant received any document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
14
|
INSIDER TRADING/MARKET ABUSE LAWS
|
14.1
|
The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is Participant’s responsibility to be informed of and compliant with such regulations, and Participant should speak to his or her personal advisor on this matter.
|
15
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
15.1
|
The Participant acknowledges that the Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the
|
16
|
ADDENDUM
|
16.1
|
Notwithstanding any provisions in the Award Agreement, Restricted Stock Units shall also be subject to the Country-Specific Terms and Conditions for the Participant’s country, if any, set forth in the Addendum attached hereto. Moreover, if the Participant relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
|
17
|
CONSTRUCTION
|
17.1
|
The Restricted Stock Units granted hereunder are subject to any rules and regulations promulgated by the Committee pursuant to the Plan, now or hereafter in effect.
|
17.2
|
The Company and the Participant may amend this Award Agreement only by a written instrument signed by both parties, provided, that the Company may amend this Award Agreement without further action by the Participant if (i) such amendment is deemed by the Company to be advisable or necessary to comply with applicable law, rule, or, regulation, including Section 409A of the Code, or (ii) if such amendment is not to the detriment of the Participant.
|
17.3
|
The Participant shall agree to the terms of this Award Agreement by accepting the Grant Notice at the time and in the manner specified by the Company.
|
17.4
|
The Plan, the Restricted Stock Units and this Award Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the
|
a)
|
The starting date of the offer will be the Grant Date (as defined in the Grant Notice), and this offer conforms to General Ruling No. 336 of the Chilean Superintendence of Securities and Insurance;
|
b)
|
The offer deals with securities not registered in the Registry of Securities or in the Registry of Foreign Securities of the Chilean Superintendence of Securities and Insurance, and therefore such securities are not subject to its oversight;
|
c)
|
The issuer is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the Chilean Superintendence of Securities and Insurance; and
|
d)
|
The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
|
a)
|
La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Grant Date”, según este término se define en el documento denominado “Agreement”) y esta oferta se acoge a la norma de Carácter General N° 336 de la Superintendencia de Valores y Seguros Chilena;
|
b)
|
La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros chilena, por lo que tales valores no están sujetos a la fiscalización de ésta;
|
c)
|
Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en Chile información pública respecto de esos valores; y
|
d)
|
Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente
.
|
1.
|
Morningstar Inc.’s most recent Annual Report (i.e., Form 10-K) is available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx
.
|
2.
|
Morningstar Inc.’s most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements are available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx.
|
3.
|
The Morningstar, Inc. 2011 Stock Incentive Plan is available on the website of the Company’s stock plan service provider.
|
4.
|
The Morningstar, Inc. 2011 Stock Incentive Plan Prospectus is available on the website of the Company’s stock plan service provider.
|
i.
|
a copy of the Company's most recent annual report (i.e., Form 10-K) is available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx
;
|
ii.
|
a copy of the Plan is available on the website of the Company’s stock plan service provider; and
|
iii.
|
a copy of the Plan Prospectus is available on the website of the Company’s stock plan service provider.
|
(1)
|
MORNINGSTAR, INC.,
an Illinois corporation (the “Company”); and
|
(2)
|
The Participant identified in the Grant Notice.
|
1.1
|
In accordance with the terms of the Plan and subject to the terms and conditions of this Award Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units specified in the Grant Notice.
|
1.2
|
Each Restricted Stock Unit is a notional amount that represents one unvested share of common stock, no par value, of the Company (a “Share”). Each Restricted Stock Unit constitutes the right, subject to the terms and conditions of the Plan and this Award Agreement, to distribution of a Share if and when the Restricted Stock Unit vests.
|
1.3
|
This Award Agreement is subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Participant hereby agrees to be bound by the terms of this Award Agreement and the Plan.
|
1.4
|
Subject to, and except as otherwise provided by, this Award Agreement, including Section 3.2 hereof, the Restricted Stock Units subject to this Award Agreement shall vest in installments, with each installment becoming vested on the “Vesting Date” shown below, if the Participant has remained in continuous Service (as defined in Section 3.3 hereof) until that Vesting Date. Notwithstanding the foregoing, the Board or the Committee may cause the Restricted Stock Units granted hereby to vest at an earlier date pursuant to its authority under the Plan.
|
Percentage of Restricted Stock Units
|
Vesting Date
|
50%
|
First anniversary of Grant Date
|
50%
|
Second Anniversary of Grant Date
|
|
|
1.5
|
Further details of the Restricted Stock Units granted to the Participant under the terms of this Award Agreement are set forth in the Grant Notice.
|
2
|
RIGHTS AS A SHAREHOLDER
|
2.1
|
Unless and until a Restricted Stock Unit has vested and the Share underlying it has been distributed to the Participant, the Participant will not be entitled to vote that Share or have any right to dividends, dividend equivalents or other distributions with respect to that Share; provided that the number and class of securities subject to this Award Agreement shall be subject to adjustment in accordance with Section 5.7 of the Plan.
|
3
|
TERMINATION OF SERVICE AND OTHER CHANGES IN SERVICE STATUS
|
3.1
|
If the Participant’s Service (as defined in Section 3.3) is terminated by the Company for Cause or by the Participant for any reason, the Participant will forfeit the right to receive Shares underlying any Restricted Stock Units that have not vested at that time.
|
3.2
|
If the Participant’s Service is terminated by the Company for any reason other than Cause or terminates on account of the Disability or death of the Participant, the Shares underlying all of the Restricted Stock Units awarded hereunder shall become immediately vested and be distributed to the Participant or the Participant’s beneficiary under the Plan as soon as practicable in accordance with Section 4.1 of this Award Agreement. Notwithstanding anything in the Plan to the contrary, for purposes of this Award Agreement, “Disability” shall mean the condition of being “disabled” as provided in Code Section 409A(a)(2)(C) and “Cause” shall mean the Participant’s: (i) willful neglect of or continued failure to substantially perform his or her duties with or obligations for the Company or an Affiliate in any material respect (other than any such failure resulting from his or her incapacity due to physical or mental illness); (ii) commission of a willful or grossly negligent act or the willful or grossly negligent omission to act that causes or is reasonably likely to cause material harm to the Company or an Affiliate; or (iii) commission or conviction of, or plea of NOLO CONTENDERE to, any felony or any crime significantly injurious to the Company or an Affiliate.
|
3.3
|
For purposes of this Award Agreement “Service” means the provision of services to the Company or its Affiliates in the capacity of an employee or a member of the Board but not as a consultant to the Company or an Affiliate. For purposes of this Award Agreement, the transfer of an employee from the Company to an Affiliate, from an Affiliate to the Company or from an Affiliate to another Affiliate shall not be a termination of Service. However, if the Affiliate for which an employee is providing services ceases to be an Affiliate of the Company due to a sale, transfer or other reason, and the employee ceases to perform services for the Company or any Affiliate, the employee shall incur a termination of Service. For purposes of this Award Agreement, "Affiliate” means an entity that is (directly or indirectly) controlled by, or controls, the Company.
|
3.4
|
For purposes of this Award Agreement, the Participant’s Service will be considered terminated as of the date the Participant is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and unless otherwise expressly provided in this Award Agreement or determined by the Company, the Participant’s right to vest in Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction
|
4
|
TIMING AND FORM OF PAYMENT
|
4.1
|
Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible after its associated Restricted Stock Unit vests, but no later than 2½ months from the end of the calendar year in which such vesting occurs.
|
5
|
RESPONSIBILITY FOR TAXES AND TAX WITHHOLDING OBLIGATIONS
|
5.1
|
The Participant acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Further, notwithstanding any contrary provision of this Award Agreement, no Shares will be issued to the Participant, unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Participant with respect to the payment of any Tax-Related Items which the Company determines must be withheld with respect to the Restricted Stock Units. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. In addition, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
5.2
|
The Participant shall, upon occurrence of any tax withholding event, pay to the Company or the Employer or make arrangements satisfactory to the Company for payment of any Tax-Related Items required by law to be withheld on account of such taxable event. Without limiting the Company’s power or rights pursuant to Section 5.5 of the Plan, amounts required by law or regulation to be withheld by the Company with respect to any taxable event arising under this Award Agreement will be satisfied by having Shares withheld in accordance with Section 5.5 of the Plan. In addition, the Participant may elect to deliver to the Company the necessary funds to satisfy the withholding obligation, in which case there will be no reduction in the Shares otherwise distributable to the Participant.
|
5.3
|
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
|
6
|
NOTICES
|
6.1
|
Any notice or other communication required or permitted under this Award Agreement must be in writing and must be delivered personally, sent by certified, registered or express mail, or sent by overnight courier, at the sender's expense. Notice will be deemed given when delivered personally or, if mailed, three days after the date of deposit or, if sent by overnight courier, on the regular business day following the date sent. Notice to the Company should be sent to Morningstar, Inc., 22 West Washington Street, Chicago, Illinois, 60602, USA, Attention: General Counsel. Notice to the Participant should be sent to the address of the Participant contained in the Company’s records. Either party may change the person and/or address to whom the other party must give notice by giving such other party written notice of such change, in accordance with the procedures described above.
|
7
|
NATURE OF GRANT
|
a.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
b.
|
the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
|
c.
|
all decisions with respect to future Restricted Stock Unit or other award grants, if any, will be at the sole discretion of the Committee;
|
d.
|
the Participant is voluntarily participating in the Plan;
|
e.
|
the Participant’s participation in the Plan shall not create a right to further Service with the Employer and shall not interfere with the ability of the Employer to terminate the Participant’s Service at any time with or without cause;
|
f.
|
a Restricted Stock Unit grant will not be interpreted to form an employment or service contract or relationship with the Company or an Affiliate;
|
g.
|
the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of same, are not intended to replace any pension rights or compensation;
|
h.
|
the grant of Restricted Stock Units, the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
i.
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
j.
|
unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares;
|
k.
|
unless otherwise agreed with the Company, the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not granted as consideration for, or in connection with, the Service the Participant may provide as a director of an Affiliate;
|
l.
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of the Participant's Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), and in consideration of the grant of Restricted Stock Units, the Participant agrees not to institute any claim against the Company or any Affiliate; and
|
m.
|
neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the vesting of Restricted Stock Units or the sale of Shares.
|
8
|
DATA PRIVACY
|
9
|
ELECTRONIC DELIVERY AND ACCEPTANCE
|
9.1
|
The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic
|
10
|
SEVERABILITY
|
10.1
|
The provisions of the Award Agreement (including the Country-Specific Terms and Conditions attached hereto as an Addendum), are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
11
|
NO ADVICE REGARDING GRANT
|
11.1
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.
|
12
|
IMPOSITION OF OTHER REQUIREMENTS
|
12.1
|
The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
13
|
LANGUAGE
|
13.1
|
If the Participant received any document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
14
|
INSIDER TRADING/MARKET ABUSE LAWS
|
14.1
|
The Participant acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or
|
15
|
FOREIGN ASSET/ACCOUNT REPORTING REQUIREMENTS AND EXCHANGE CONTROLS
|
15.1
|
The Participant acknowledges that the Participant’s country may have certain foreign asset and/or foreign account reporting requirements and exchange controls which may affect the Participant’s ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents paid on Shares or sales proceeds from the sale of Shares acquired under the Plan) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.
|
16
|
ADDENDUM
|
16.1
|
Notwithstanding any provisions in the Award Agreement, Restricted Stock Units shall also be subject to the Country-Specific Terms and Conditions for the Participant’s country, if any, set forth in the Addendum attached hereto. Moreover, if the Participant relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Participant, to the extent that the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.
|
17
|
CONSTRUCTION
|
17.1
|
The Restricted Stock Units granted hereunder are subject to any rules and regulations promulgated by the Committee pursuant to the Plan, now or hereafter in effect.
|
17.2
|
The Company and the Participant may amend this Award Agreement only by a written instrument signed by both parties, provided, that the Company may amend this Award
|
17.3
|
The Participant shall agree to the terms of this Award Agreement by accepting the Grant Notice at the time and in the manner specified by the Company.
|
17.4
|
The Plan, the Restricted Stock Units and this Award Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Illinois and construed in accordance therewith without giving effect to principles of conflicts of laws.
|
a)
|
The starting date of the offer will be the Grant Date (as defined in the Grant Notice), and this offer conforms to General Ruling No. 336 of the Chilean Superintendence of Securities and Insurance;
|
b)
|
The offer deals with securities not registered in the Registry of Securities or in the Registry of Foreign Securities of the Chilean Superintendence of Securities and Insurance, and therefore such securities are not subject to its oversight;
|
c)
|
The issuer is not obligated to provide public information in Chile regarding the foreign securities, as such securities are not registered with the Chilean Superintendence of Securities and Insurance; and
|
d)
|
The foreign securities shall not be subject to public offering as long as they are not registered with the corresponding registry of securities in Chile.
|
a)
|
La fecha de inicio de la oferta será el de la fecha de otorgamiento (o “Grant Date”, según este término se define en el documento denominado “Agreement”) y esta oferta se acoge a la norma de Carácter General N° 336 de la Superintendencia de Valores y Seguros Chilena;
|
b)
|
La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros chilena, por lo que tales valores no están sujetos a la fiscalización de ésta;
|
c)
|
Por tratar de valores no inscritos no existe la obligación por parte del emisor de entregar en Chile información pública respecto de esos valores; y
|
d)
|
Esos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el registro de valores correspondiente
.
|
1.
|
Morningstar Inc.’s most recent Annual Report (i.e., Form 10-K) is available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx
.
|
2.
|
Morningstar Inc.’s most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements are available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx.
|
3.
|
The Morningstar, Inc. 2011 Stock Incentive Plan is available on the website of the Company’s stock plan service provider.
|
4.
|
The Morningstar, Inc. 2011 Stock Incentive Plan Prospectus is available on the website of the Company’s stock plan service provider.
|
i.
|
a copy of the Company's most recent annual report (i.e., Form 10-K) is available at:
https://shareholders.morningstar.com/investor-relations/financials/sec-filings/default.aspx
;
|
ii.
|
a copy of the Plan is available on the website of the Company’s stock plan service provider; and
|
iii.
|
a copy of the Plan Prospectus is available on the website of the Company’s stock plan service provider.
|
Subsidiary
|
|
Jurisdiction of Formation
|
Corporate Fundamentals, Inc.
|
|
Delaware
|
Morningstar Global LLC
|
|
Delaware
|
Morningstar Investment Management LLC
|
|
Delaware
|
Morningstar Investment Services LLC (1)
|
|
Delaware
|
Morningstar Research Services LLC
|
|
Delaware
|
Pitchbook Data, Inc.
|
|
Delaware
|
RequiSight, LLC
|
|
Delaware
|
Morningstar Commodity Data, Inc.
|
|
Illinois
|
InvestSoft Technology, Inc.
|
|
Massachusetts
|
Morningstar Credit Ratings, LLC
|
|
Pennsylvania
|
Ibbotson Pty Limited (2)
|
|
Australia
|
Morningstar Investment Management Australia Limited (3)
|
|
Australia
|
Morningstar Australasia Pty Limited (4)
|
|
Australia
|
Morningstar Direct Investments (5)
|
|
Australia
|
Morningstar Group Australia Pty Limited (6)
|
|
Australia
|
Morningstar Brazil Financial Information Ltda. (6)
|
|
Brazil
|
Morningstar Associates, Inc. (7)
|
|
Canada
|
Morningstar Canada Group, Inc. (6)
|
|
Canada
|
Morningstar Research, Inc. (7)
|
|
Canada
|
Servicios Morningstar Chile Ltd. (6)
|
|
Chile
|
Morningstar (Shenzhen) Ltd. (8)
|
|
China
|
Morningstar Danmark A/S (9)
|
|
Denmark
|
Morningstar Danmark Holdings Aps (6)
|
|
Denmark
|
Morningstar France Holding SAS (6)
|
|
France
|
Morningstar France Fund Information SARL (10)
|
|
France
|
Morningstar Investment Consulting France SAS (10)
|
|
France
|
Morningstar Deutschland GmbH (6)
|
|
Germany
|
Morningstar Asia, Ltd. (6)
|
|
Hong Kong
|
Morningstar Investment Management Asia Limited (1)
|
|
Hong Kong
|
Morningstar India Private Limited (11)
|
|
India
|
Morningstar Investment Adviser India Private Limited (1)
|
|
India
|
Morningstar Italy, S.R.L. (6)
|
|
Italy
|
Ibbotson Associates Japan K.K. (1)
|
|
Japan
|
Morningstar Korea, Ltd.
|
|
Korea
|
Morningstar Luxembourg SARL (6)
|
|
Luxembourg
|
Investigaciones MS Mexico, S. de R.L. de C.V. (6)
|
|
Mexico
|
Servicios MStar Global, S. de R.L. de C.V. (6)
|
|
Mexico
|
Morningstar Europe, B.V. (12)
|
|
The Netherlands
|
Morningstar Holland, B.V. (13)
|
|
The Netherlands
|
MStar Holdings C.V.
|
|
The Netherlands
|
Morningstar Research Limited (4)
|
|
New Zealand
|
Morningstar Norge AS (6)
|
|
Norway
|
Morningstar Investment Adviser Singapore Pte Limited (8)
|
|
Singapore
|
Morningstar Research Pte Limited (8)
|
|
Singapore
|
Morningstar Research (Proprietary) Limited (6)
|
|
South Africa
|
Morningstar Investment Management South Africa (Pty) Limited (1)
|
|
South Africa
|
Morningstar Network, S.L. (6)
|
|
Spain
|
Morningstar HoldCo AB (6)
|
|
Sweden
|
Morningstar Sweden AB (14)
|
|
Sweden
|
Morningstar Switzerland GmbH (6)
|
|
Switzerland
|
Morningstar Research Thailand Limited
|
|
Thailand
|
Morningstar (Dubai) LLC (6)
|
|
United Arab Emirates
|
Morningstar Investment Management Europe Limited (1)
|
|
United Kingdom
|
Morningstar Europe, Ltd. (6)
|
|
United Kingdom
|
Morningstar U.K., Ltd. (6)
|
|
United Kingdom
|
Morningstar Real-Time Data Limited (15)
|
|
United Kingdom
|
Pitchbook Data Limited (16)
|
|
United Kingdom
|
Date:
|
March 1, 2018
|
|
/s/ Kunal Kapoor
|
|
|
|
|
Kunal Kapoor
|
|
|
|
|
Chief Executive Officer
|
Date:
|
March 1, 2018
|
|
/s/ Jason Dubinsky
|
|
|
|
|
Jason Dubinsky
|
|
|
|
|
Chief Financial Officer
|
1.
|
The Company's Annual Report on Form 10-K for the year ended
December 31, 2017
as filed with the Securities and Exchange Commission on the date hereof (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Kunal Kapoor
|
|||
Kunal Kapoor
|
|
||
Chief Executive Officer
|
|||
|
|||
Date: March 1, 2018
|
|
1.
|
The Company's Annual Report on Form 10-K for the year ended
December 31, 2017
as filed with the Securities and Exchange Commission on the date hereof (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jason Dubinsky
|
|
||
Jason Dubinsky
|
|
||
Chief Financial Officer
|
|
||
|
|
||
Date: March 1, 2018
|
|