Washington, D.C.  20549








Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  February 1, 2013



(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer
Identification No.)


22 West Washington Street

Chicago, Illinois 60602

(Address of principal executive offices)


(312) 696-6000

(Registrant’s telephone number, including area code)



(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.


The following information is included in this Current Report on Form 8-K as a result of Morningstar, Inc.’s policy regarding public disclosure of corporate information. Answers to additional inquiries, if any, that comply with this policy are scheduled to become available on March 1, 2013.


Caution Concerning Forward-Looking Statements


This current report on Form 8-K contains forward-looking statements as that term is used in the Private Securities Litigation Reform Act of 1995. These statements are based on our current expectations about future events or future financial performance. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue.” These statements involve known and unknown risks and uncertainties that may cause the events we discuss not to occur or to differ significantly from what we expected. For us, these risks and uncertainties include, among others,


· general industry conditions and competition, including current global financial uncertainty;

· the impact of market volatility on revenue from asset-based fees;

· damage to our reputation resulting from claims made about possible conflicts of interest;

· liability for any losses that result from an actual or claimed breach of our fiduciary duties;

· financial services industry consolidation;

· liability related to the storage of personal information about our users;

· a prolonged outage of our database and network facilities;

· challenges faced by our non-U.S. operations; and

· the availability of free or low-cost investment information.


A more complete description of these risks and uncertainties can be found in our Annual Report on Form 10-K for the year ended December 31, 2011. If any of these risks and uncertainties materialize, our actual future results may vary significantly from what we expected. We do not undertake to update our forward-looking statements as a result of new information or future events.


Investor Questions and Answers: February 2013


We plan to make written responses available addressing investor questions about our business on the first Friday of every month. The following answers respond to selected questions received through January 30, 2012. We intend to answer as many questions as time allows, although we will not answer product support questions through this channel. We may wait to respond to a given question until the following month if we need more time to research the answer.


If you would like to submit a question, please send an e-mail to investors@morningstar.com or write to us at the following address:


Morningstar, Inc.

Investor Relations

22 W. Washington

Chicago, IL 60602


Credit Ratings



1.             In light of the news that the SEC said on January 22, 2013 that Egan-Jones has been barred for at least 18 months from rating asset-backed [and] government securities issuers as an NRSRO, does Morningstar stand to benefit given its business in this area?


The competitor you mentioned primarily competes with us in corporate credit ratings and research, which wasn’t one of the areas covered in the recent SEC action. We therefore don’t expect this news to affect our business.




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.










Date: February 1, 2013



/s/ Scott Cooley




Scott Cooley




Chief Financial Officer