8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 20, 2008

MORNINGSTAR, INC.

(Exact name of registrant as specified in its charter)

Illinois (State or other jurisdiction of incorporation)	000-51280 (Commission File Number)	36-3297908 (I.R.S. Employer Identification No.)
	225 West Wacker Drive Chicago, Illinois (Address of principal executive offices)	60606 (Zip Code)

(312) 696-6000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01.  Regulation FD Disclosure.

On May 20, 2008, members of management of Morningstar, Inc. (the “Company”) will make the presentation attached as Exhibit 99.1 at its Annual Shareholders’ Meeting which will be held at The University of Chicago Gleacher Center in Chicago, Illinois at 9:00 a.m. (CST).

The presentation includes free cash flow, which is considered a non-GAAP financial measure under SEC regulations.  The Company presents this measure as supplemental information to help investors better understand trends in its business results over time.  The Company’s management team uses free cash flow to evaluate the performance of its business.  Free cash flow is not equivalent to any measure of performance required to be reported under U.S. generally accepted accounting principles, nor should this data be considered an indicator of the Company’s overall financial performance or liquidity.  Moreover, the free cash flow definition the Company uses may not be comparable to similarly titled measures reported by other companies.

Item 9.01.  Financial Statements and Exhibits.

  (d)        Exhibits:

Exhibit No.	Description
99.1	Annual Meeting Presentation.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MORNINGSTAR, INC.
Date: May 20, 2008	By:	/s/ SCOTT COOLEY
	Name:	Scott Cooley
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Annual Meeting Presentation.

4

EX-99.1

Exhibit 99.1

Cover Page

[Title slide: Morningstar Overview]

[Disclaimer slide]

Audience: Morningstar’s mission is to create great products that help investors reach their financial goals. We serve three major audiences: individuals, financial advisors, and institutions. These three audiences make up our global business segments. In all three segments, the individual investor is really at the heart of what we do. We believe all of our work ultimately helps individual investors.

[2007 Highlights]

2007 Key Metrics: We made progress in all three of our key operating metrics in 2007. Our revenue increased 38% to $435 million. Operating income grew even faster at 51%. Free cash flow did not grow as quickly because of the tax benefits received from our acquisition of Ibbotson Associates in 2006. We are very pleased with the progress we made in 2007.

[Industry Landscape]

Projected Asset Growth and Relative Size—2007: This graph shows the assets of various types of investments: variable annuities, mutual funds, closed-end funds, separate accounts, hedge funds, 529 college savings plans, and exchange-traded funds (ETFs). Each circle indicates the relative size of the industry. For example, the mutual fund industry had $12 trillion in assets in 2007.

Projected Asset Growth and Relative Size—2012: This graph shows projected assets in 2012 based on estimates published by Financial Research Corporation. The story is largely positive, with double-digit growth rates for all investment vehicles except variable annuities. These growth rates have positive implications for Morningstar’s business.

2007 Net Inflows—2007: The fund industry took in more than $200 billion in assets, and most types of investment vehicles had positive inflows in 2007. Hedge funds and ETFs benefited from strong inflows, showing that investors continue to see value in using managed investments, despite the volatile market conditions.

2007 Net Inflows—2007 and 2006: Looking at net inflows compared to 2006, net inflows into to mutual funds were about the same, but alternative investment vehicles, including hedge funds, separate accounts, and ETFs, had higher net inflows in 2007.

Spending on Financial Information: This chart displays the size of the financial and economic information industry based on data from Veronis Suhler Stevenson. At the end of 2007, it was $23 billion, growing 9% year over year. Morningstar is just a small part of this industry, and we see many opportunities ahead of us in this large market.

Current Environment: Focusing in on the market environment recently, there’s been considerable volatility in the equity markets, and the credit crisis and mortgage meltdown have caused a lot of uncertainty for investors. Morningstar’s U.S. Market Index, a broad benchmark for the U.S. equity market, finished 2007 with positive full-year total returns of 5.9%. But the index was down 9.5% in the first quarter of 2008. Net inflows to mutual funds have also slowed down.

Current Environment: This box shows Morningstar’s market barometer, a heat map of total returns for different areas of the Morningstar Style Box. Every area of the style box had negative returns in the first quarter of 2008.

Current Environment: Here you can see the change in market performance from positive in 2004 through 2006, to mixed in 2007, to negative in early 2008.

Current Environment: About 15% of our total revenue is based on asset-based fees. Because of this, we faced a headwind as the market declined in the first quarter. We’ve also seen some signs of belt-tightening among our clients, but it has not been widespread. Despite the difficult market environment, we’ve continued to build our revenue base in each of the past four quarters. Scott Cooley, our CFO, will talk more about our financial results for the first quarter a bit later.

[Growth Strategies]

Morningstar’s Growth Strategies: We have four strategies at Morningstar. The first one is to focus on our three major Internet-based platforms.

Our second growth strategy is to become a global leader in funds of funds investment management.

Morningstar’s third growth strategy is to continue to expand our range of services to help investors meet their goals.

Finally, we will continue to expand internationally.

Focus on Three Platforms: We believe that investors want integrated solutions in one package to help them make investment decisions and better manage their portfolios. We have expanded the functionality, data, and analytics on Morningstar.com, Advisor Workstation, and Morningstar Direct.

Morningstar.com is a Web site for individual investors. We earn about two-thirds of our revenue for this product from Premium Membership service and one-third from advertising sales. We are building more content on the site, including video reports, options coverage, more international coverage, and more personal finance content. We continuously work on new ways to bring investors relevant content through site design and navigation.

Morningstar Advisor Workstation is our Web-based platform for financial advisors. As I mentioned earlier, we introduced a new Site Builder module to help asset management firms create or enhance their Web sites. We’ve also had a positive response to Portfolio Builder, which we launched in 2006. This is a streamlined tool that helps advisors quickly assess a client’s needs and develop portfolio recommendations.

Our goal with Advisor Workstation is to build out functionality to be embedded in the daily work process for financial advisors, including front- and back-office technology.

Morningstar Direct is our Web-based institutional research platform. Direct offers access to the complete range of Morningstar data and proprietary statistics around the world. We have a long list of planned enhancements for 2008, including market intelligence, asset allocation, a report builder tool, an Excel plug-in, and performance reporting tools.

Morningstar Direct experienced a large percentage of new seats in 2007 coming mainly from additional seat subscriptions at existing clients. We have also seen strong growth outside the United States for Direct.

Combined Revenue from Three Platforms: About one-fourth of our consolidated revenue in 2007 was from our three major platforms—Morningstar.com, Advisor Workstation, and Morningstar Direct.

Become a Global Leader in Funds of Funds: This is a natural extension of our business, and consulting and product development both employ Morningstar’s unique understanding of how to optimize research into creating better investment products.

We do this work in three major areas: Investment Consulting, managed retirement accounts, and Morningstar Managed Portfolios. Our three subsidiaries that offer investment management services are Morningstar Associates, Ibbotson Associates, and Morningstar Investment Services.

Become a Global Leader in Funds of Funds: There is a growing trend for portfolio management to be outsourced to a third party, and the funds of funds industry had nearly $2 trillion in assets in 2007, based on data from Cerulli Associates. 

Our combined assets under management or advisement were $113 billion at the end of 2007. We have less than 6% penetration in this area, so we see a large opportunity here.

Expand Range of Services: Databases: This is our third strategy, and has been part of our game plan since the beginning. We focus on identifying ways to expand our databases to help investors with their entire portfolio and provide holistic analysis. Our databases currently cover 10 investment vehicles and are used to power our analytics, products, and services. Our hedge fund database has expanded to more than 8,000 hedge funds, and our global ETF database has also grown.

Expand Range of Services: Hedge Funds: In the hedge fund space, Morningstar has the opportunity to bring transparency to a traditionally opaque industry. We have developed the Morningstar rating for hedge funds based on risk-adjusted returns.

We have also been developing qualitative hedge fund research for institutional clients looking to receive unbiased information on available funds.

Expand Range of Services: Equity Research: A natural synergy exists between stocks and mutual funds. To analyze funds, we need to understand the underlying stocks. Expanding our equity research capabilities through the acquisition of Hemscott earlier this year and increasing our equity analyst staff were both logical steps for us. We believe we have the largest independent equity analyst staff globally, and have equity analysts in the United States, Canada, Asia, Australia, and New Zealand. We now have about 120 stock analysts worldwide, and we publish analyst reports on a total of about 2,100 companies.

About 5% of our revenue in 2007 was from equity research that we provide to six investment banks under the terms of the Global Analyst Research Settlement. The period covered by the settlement will expire in July 2009, and at that time the firms involved will no longer be required to provide independent research to their clients.

We are targeting financial advisors and small to midsize buy-side firms with our equity research. We believe we have a compelling value proposition because of our talented staff, our broad coverage, and our fundamental approach to stock analysis.

Hemscott Acquisition: In January 2008, we acquired the Hemscott businesses for $51.6 million. Hemscott is a leading provider of fundamental equity data in the UK, and the acquisition greatly expanded our global equity database. Hemscott’s revenue comes from three main areas: data, media (Hemscott.com and Hemscott Premium), and investor relations.

Combined Global Equity Coverage: In keeping with our strategy of building Morningstar’s global equity database, the acquisitions of Hemscott and Aspect Huntley have both expanded our equity data coverage. We now have equity data coverage on nearly 20,000 companies globally.

Expand Range of Services: Retirement Income: As baby boomers progress from the accumulation of assets into the management of their assets, their needs change. There’s an increasing need for analytical tools and research to assess factors like longevity and healthcare costs in retirement.

Expand Range of Services: Retirement Income: This graph shows a traditional efficient frontier—the risk and return for different asset mixes.  Guaranteed products (such as the equity-linked CD shown in this graph) can offer an improved risk/return profile for those in search of retirement income. We are doing a lot of research in this area and working on creating products to meet this need.  

Expand Range of Services: Indexes: We have a broad lineup of indexes, available for licensing in the creation of new investment products. Barclays’ iShares are one example. The most well-known of our indexes are based on the Morningstar Style Box. Recently, we’ve launched fixed-income, commodity, and wide moat indexes.

Expand Range of Services: Indexes: The Morningstar Indexes provide us with a terrific opportunity to generate income and increase our brand presence. In 2008, we plan to roll out asset allocation indexes as well as global equity and bond indexes.

Expand Internationally: Approximately half of our 2,000-plus employees are in the United States, and we have about 600 employees in our global data processing centers in China and India.

Expand Internationally: With the acquisitions of Aspect Huntley, the fund data business we acquired from Standard & Poor’s, and Hemscott, we’ve significantly expanded our business outside of the United States. Non-U.S. operations made up about 20% of revenue in 2007, and 24% of revenue in the first quarter of 2008. Acquiring the fund data business from Standard & Poor’s doubled the size of our operations in Germany, France, Spain, and Hong Kong.

Worldwide Fund Assets: North and South America (mainly consisting of fund assets in the United States) hold the majority of the world’s mutual fund assets with just over 50%. Europe is the second-largest region, and Asia and Australia hold the remaining 14%.

Morningstar Revenue: The bulk of Morningstar’s revenue—83%—has been in North America, mainly in the United States.  There is a good opportunity for us in other areas around the world, and over time our revenue mix could be closer to a 50/50 mix between the United States and abroad.

Conclusion: We’re pleased with our strong results in 2007. We often talk about Morningstar being a ‘wide moat’ company, which means we believe we have a sustainable competitive advantage in our brand; large and loyal client base; recurring revenue; proprietary tools and research; expertise in research, technology, and design; and our extensive, hard-to-replicate investment databases.

We continue to build our moat, and our long-term value, by making investments in our business, and by continuing to listen to our customers to develop innovative new offerings and strengthen our current products.

In addition, we continue to focus on hiring and retaining the best people and creating an environment where they can do their best work. Our team did a great job in 2007. I’m proud of our accomplishments and see many opportunities ahead of us.

Now I’ll turn the floor over to Scott Cooley, who will be covering our financial highlights.

[Title slide: Financial Highlights]

Consolidated Income Statement: 2007 was a great year for Morningstar despite the turbulent markets. Our revenue grew 38% to $435 million, and we reached $1.53 in earnings per share.

Operating income grew more quickly than operating expense, enhancing our operating margins from 24.6% in 2006 to 26.9% in 2007.

Net income grew to $74 million in 2007, a 42.8% year-over-year improvement from 2006.

Individual Segment: 2007 included a full year of revenue from our 2006 acquisition of Aspect Huntley. The operating margin in Morningstar’s Individual segment experienced relatively slower growth, partly because of Aspect Huntley’s lower margins. Morningstar.com was a large contributor to segment revenue, because of Premium subscriptions and Internet ad sales.

Advisor Segment: Morningstar has had strong growth in the advisor segment. Revenue increased 22% in 2007, and operating income was up about 18%. The growth rate in operating income was slightly lower because we had a one-time early cancellation payment of $1.3 million in 2006, which did not recur in 2007. Advisor Workstation, the segment’s largest product, has become the standard for financial advisors. We have a broad reach with financial advisors; however, there is still room for growth in this area, especially outside of the United States.

Institutional Segment: The Institutional segment benefited from solid organic growth by Morningstar and Ibbotson in Investment Consulting, as well as revenue contributed by the fund data business we acquired from Standard & Poor’s. The potential client pool in this space is also fairly large — we estimate there are 15,000 potential clients in this segment.

Sources of Revenue in 2007: The majority of our revenue is from organic growth—this is one of Morningstar’s underlying strengths. 10% of our revenue last year came from acquisitions, and we also experienced a slight tailwind from depreciation of the U.S. dollar.

Retention and Renewal Rates: Our renewal rates for contract-based products have been very high. Retention rates for subscriptions in our Individual segment have also been relatively high, when you consider that the retail audience tends to turn over more rapidly.

Top Five Products: Investment Consulting was our largest product in 2007. Licensed Data experienced strong organic growth and also included revenue from the S&P acquisition. Advisor Workstation was the third-largest product and had continued license growth in 2007. Morningstar.com’s Premium subscriptions and growth in Internet ad sales contributed to its growth. Principia’s growth has been flat over the last few years but we consider that a good accomplishment, because many users have migrated to other products, mainly Advisor Workstation.

Significant Operating Leverage: We invest heavily in new product and database development, and then leverage these core strengths across our business segments and globally. Our costs haven’t grown as quickly as our revenue, leading to growth in operating margin.

Free Cash Flow: Our free cash flow grew modestly in relation to our operating income recently, but has grown well over time. We had a $13 million tax benefit in 2006 with the cancellation of Ibbotson’s stock option plan, so the year-over-year comparison was more difficult in 2007. Capital expenditures also increased in 2007 with the build-out of our new headquarters in Chicago.

Solid Balance Sheet: Our balance sheet at 2007 year-end was solid. Our deferred revenue increased last year, which bodes well for us as we will recognize this revenue in subsequent quarters.

First Quarter 2008 Key Metrics: This was a difficult period for the market, but Morningstar did well. Bonus payments are paid out in the first quarter of each year and because of Morningstar’s strong performance in 2007, bonus payments were larger than in the past. Capital expenditures for our headquarters build-out also had an impact on free cash flow.

First Quarter 2008 Balance Sheet: Our balance sheet was strong for the first quarter of 2008. We experienced major cash outflows because of bonus payments made in the first quarter, higher capital expenditures, and the Hemscott acquisition. But our cash and investments only decreased about $43 million in comparison to year-end 2007.

[Title slide: International Highlights)

Morningstar’s Growth Strategies: As Joe mentioned, expanding internationally is one of Morningstar’s four core growth strategies.

International Timeline—1998:  We started our non-U.S. business in 1998 with our joint venture with Softbank in Japan in 1998.

International Timeline—1999:  In 1999, we established operations in Australia and New Zealand through a joint venture that we later acquired and now wholly own.

International Timeline—2000: We expanded into multiple European and Asian countries in 2000, through both joint ventures and majority-owned operations, which are now wholly owned.

International Timeline—2000: We also expanded into Korea through a joint venture.

International Timeline—2000: We established joint ventures in Canada, Hong Kong, and Norway in the same year, which are now wholly owned.

International Timeline—2001: Our expansion in Europe continued with the establishment of a joint venture in Finland, which we later acquired.

International Timeline—2001: We also established joint ventures in Denmark and Sweden.

International Timeline—2003: In 2003 we established operations in China, where we now have a global equity data processing center with approximately 400 employees.

International Timeline—2006: In 2006, we established operations in India, Taiwan, Singapore, and Switzerland.

International Timeline—2006: We also expanded our operations in Australia and Japan through our acquisitions of Aspect Huntley and Ibbotson.

International Timeline—2007: The fund data business we acquired from Standard & Poor’s allowed us to further expand, with operations in Asia, Europe, and many other countries around the world.

International Timeline—2008: Our January 2008 acquisition of Hemscott businesses in the UK greatly expanded our global equity database.

Morningstar Operations: Morningstar has operations in 18 countries and minority ownership positions in companies based in three other countries. Our global offices facilitate sales, data, and investment analysis operations. This map indicates where we currently have Morningstar operations on the ground worldwide.

Non-U.S. Revenue—Organic vs. Acquisition: Outside of the United States, we’ve had strong revenue growth each year, both from acquisitions and organic growth. This graph shows revenue from organic growth, acquisitions, and foreign currency in each of the past three years.

Sources of Non-U.S. Revenue in 2007: This slide shows a breakdown of our segment revenue outside the United States.  A bit more than two-thirds of our revenue base in 2007 was in the Institutional segment, with the remaining revenue from the Advisor and Individual segments.

Morningstar Markets—14 of top 15 AUM Outside the U.S.: We are in 14 of the top 15 markets outside of the United States with the exception of Brazil—but this market is on our radar screen for future expansion. Our global operations facilitate access for investors to the same suite of Morningstar products that U.S. clients employ for research and analysis.

Markets of Interest—AUM over $10 Billion: This chart shows international markets of interest to Morningstar where we don’t currently have established operations. These are markets with at least $10 billion in mutual fund industry assets. We are looking to expand into each of these areas, and we already touch some of them through remote sales and licensing contracts.

Mutual Fund Database Asset: 85,693 Funds outside the US: Our investment databases are an important asset to our operations. It is important to have strong local databases, in addition to a global database.

Morningstar Ratings: Licensed Data in Germany, Greece, UK: We leverage our established business when we enter new countries, such as using the same core data points, the same methodology, and the same core products. Some examples include the structure of our Web sites for individual investors, Licensed Data feeds, software, and tools. These products are the same across different markets, ensuring a consistent client experience. We are adding 30 research analysts across our European offices, and have also invested in a large team to work with our institutional clients. We are focused on sharing experiences and best practices, and our employees often move across operations to promote the exchange of knowledge.

Aspect Huntley: Huntleys’ Your Money Weekly: The acquisition of Aspect Huntley in 2006 helped us to expand both our capabilities and our global equity database.

Hemscott Guru: Through our acquisition of Hemscott, we have leveraged Hemscott Guru, a Web-based research tool that provides equity data, analytics, and investor relations information.

S&P Fund Information: Morningstar Workstation for institutions (formerly S&P Micropal Workstation): The fund data business we acquired from Standard & Poor’s helped us to establish ourselves more quickly in different areas outside the United States, provided us more credibility with institutions, and solidified our operations in Europe and Asia.

Financial Magazines: We leverage great ideas from businesses we acquire and creatively shape those ideas to apply Morningstar’s style and design. Through one of our acquisitions we acquired IFA magazine, which led to the creation of Morningstar Advisor magazine in 2007, a print publication for financial advisors distributed in the United States.

Regions of Interest: Our expansion into new areas will continue to contribute to our revenue growth. We are currently developing investment databases in Mexico and Chile. We are also interested in entering new regions, including South Africa, Latin America, and the Middle East.

Growth from Existing Operations: We can also establish stronger revenue streams from our existing operations. Approximately 20% of Morningstar’s revenue now comes from outside the United States, and, as Joe mentioned, we can see this growing to 50% over time. We are still a young company outside of the United States. The bar graphs on the right side of this slide show our U.S. and non-U.S. revenue within each segment. 

Global Web Site Examples: We will be re-launching many Web sites outside of the United States, which will add Premium subscriber revenue as well as ad sales revenue to our top line. We are also expanding our analyst staff to solidify Morningstar’s brand and investment expertise. And we will continue to consider strategic acquisitions when they are in line with our goals. This slide shows our Web site in the United Kingdom.

Morningstar’s Growth Strategies: We plan to continue expanding internationally as one of our four main growth strategies.

[Title slide: Morningstar Associates]

Our Goal: Morningstar Associates provides institutional Investment Consulting, asset management, and retirement advice. Our goal is the same as for Morningstar’s other business units—to help investors make better, more informed investment decisions. This focus creates a virtuous circle of growth for clients and our business.

What You Need to Know: We are a capabilities–driven business, and the foundation of our business is our four core investment capabilities. We focus on creating customized solutions for our clients, with the objective of helping our clients distinguish themselves in the marketplace. At the same time, we are continually striving to be a world-class provider of investment advisory products and services.

Capabilities: Our four core capabilities are the foundation of our business.

Capabilities: Our four core capabilities are used to create all of our solutions in the marketplace. They are plan evaluation and design, manager search, investment monitoring, and portfolio construction.

Capabilities: We use these four capabilities across the different audiences and clients we serve. Through our plan evaluation and design capability, we help clients create fund lineups or create robust defined contribution plan lineups. Our manager search capability draws on our experience in evaluating fund managers or powers the selection of funds for an advisor.  Through investment monitoring, we provide expense and performance analysis or create a separate account wrap program. Finally, we consider portfolio construction to be the artful combination of asset allocation and fund selection.

Solutions: We customize our solutions to better serve our clients’ needs.

Solutions—Transamerica Asset Management Group: Transamerica is a third-party investment manager. The issue the company was facing was that 40 funds were available to investors but the average client only owned 1.2 funds. We created a series of broadly based asset allocation portfolios to offer diversified choices to make the investment process easier. 90% of all new fund flows now come through these new asset allocation portfolios.

Solutions—New York Life Retirement Plan Services: This is an example of one of our custom solutions. New York Life Retirement Plan Services is a bundled provider of 401(k) and record-keeping services. We created Portfolio Complete, which was designed for New York Life to help retirement plan sponsors select and oversee investments in the 401(k) plan. We applied our technology and market and investment know-how to create this solution.

Growth: Our objective is to help our clients grow and distinguish themselves in the marketplace through our custom solutions.

Growth—Assets under Advisement: Morningstar Associates had nearly $57 billion in assets under advisement as of year-end 2007.

What You Need to Know: At Morningstar Associates, we leverage our four core capabilities to create customized solutions for our clients to grow our client base and key metrics, thereby providing world-class investment advisory products and services.