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FOIA Confidential Treatment
Request by

Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

July 21, 2023

Via EDGAR

Cara Lubitz

Marc Thomas

Office of Finance

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:          Morningstar, Inc.

Form 10-K for the Fiscal Year Ended December 31,
2022

Filed February 24, 2023

File No. 000-51280

Dear Ladies and Gentlemen:

On behalf of Morningstar, Inc.,
an Illinois corporation (“Morningstar” or the “Company”), we are writing in response to the comments contained
in the comment letter dated June 15, 2023 (the “Comment Letter”) of the staff (the “Staff”) of the Securities
and Exchange Commission (“the Commission”) with respect to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022. For the convenience of the Staff’s review, we have set forth the comments contained in the Comment
Letter along with the responses of the Company.

Due to the commercially sensitive
nature of certain information contained in this response and the exhibits hereto, this letter is also a request for confidential
treatment of the bracketed portion of this response and exhibits (designated by “[***]”) pursuant to the
Commission’s confidential treatment procedure under Rule 83 (17 C.F.R. § 200.83).

FOIA Confidential Treatment Request
by

 Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

Response:

Summary

The Company acknowledges the additional
questions submitted by the Staff and continues to conclude that it has one reportable segment as shared in its response dated May 31,
2023. Please refer to the following sections for responses to the Staff’s questions.

1.            In
your response to our comments, you outlined that your monthly financial results packages include operating income, margin, and expense
performance across product areas and central functions. Additionally, your monthly or quarterly business review meetings include sharing
measurements of product area profitability, including operating income before central cost allocations and EBITDA, both including and
excluding central cost allocations. Please tell us why you believe that this information does not represent discrete financial information.
Refer to ASC 280-10-50-1(c).

As noted in our response dated May 31,
2023, a variety of financial information relating to the Company’s revenue types, product areas, and central functions is prepared
on a periodic basis. The Company continues to believe this information does not represent “discrete financial information”
within the meaning of ASC 280 because it is not sufficiently complete and comparable, nor does it provide an accurate view of profitability
for any revenue type or product area.

Approximately 40% of the Company’s
operating expense categories are not direct costs and are allocated to the product areas. These expenses include Company-wide capabilities
and those managed by central functions, including data collection, research, sales, and marketing, customer service, information technology,
corporate functions (finance, human resources, legal), and equity compensation, among other areas. Given the complexity of its product
portfolio and significant reliance on central functions to support each product area, the Company employs a variety of cost allocation
methodologies to directionally attribute certain pools of centralized expenses to the product areas. As a result, many of these allocation
methods are inherently incomplete or are based on high-level assumptions that may not represent the true costs of a product area if it
were to operate on a disaggregated basis. For example, most allocations are based on revenue, salary expense, or headcount of the product
area, which often fluctuate and are only a rough estimation of the usage of a specific central service. Additionally, the impact of these
allocation methods fluctuates as product areas are often reorganized under different product area leaders. The Company refers to the example
it previously cited related to the Morningstar Data and Morningstar Direct organizational changes. The regrouping of Morningstar Direct
and Morningstar Data into a new product area resulted in a larger revenue base and higher employee headcount, which in turn resulted in
higher allocations of costs driven by revenue and headcount, which are not necessarily indicative of the true profitability of the new
product area.

    2

FOIA Confidential Treatment
Request by

 Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

Not only do the product groupings change
over time, but also the allocation methods may change or may be adjusted periodically. For example, the Company recently changed the method
by which central client support services were allocated to the product areas. The prior method of allocating based on client book of business/annual
contract value was changed to allocate based on client support case volume. Another recent example of a change in allocation method related
to certain technology costs, which changed from product area headcount to actual licensed users of specific applications. This allocation
method change impacted the product areas in different ways, with some receiving higher allocations and others getting the benefit of lower
allocations for these technology costs.

Given the expense fluctuations that
occur due to changing allocations of central costs resulting from product area regroupings or allocation method changes, the expense profile
and profitability by product area is incomplete and inconsistent, providing limited comparability of profitability over time. Therefore,
the Company continues to believe that the product level information in its monthly reporting packages and business review meetings does
not qualify as “discrete financial information”.

While it has not changed its conclusion,
the Company realizes that significant judgement goes into the determination as to whether financial information constitutes “discrete
financial information” within the meaning of ASC 280-10-50-1(c). However, the determination of “discrete financial information”
is not dispositive to the determination of whether the component meets the definition of an operating segment under ASC 280- 10-50-1.
Even if criteria 1(a) and 1(c) are met, criteria 1(b) is not met. Therefore, the Company’s overall conclusion would
remain the same, that its components do not meet the definition of an operating segment; and that a single reportable segment continues
to be appropriate.

2.            We
note from your response that your product area managers are responsible for making product area operational decisions based on their
Objectives and Key Results (“OKRs”) and budget, report directly to your CODM, and meet periodically with your CODM. Additionally,
we note that 75% of your product area managers’ bonuses are driven primarily by their specific area’s financial results.
Please provide us with your analysis of whether product area managers are segment managers based on ASC 280-10-50-7.

Based on review and analysis of ASC
280-10-50-7, the Company believes that its product area managers perform the same functions as segment managers according to the
guidance below.

ASC 280-10-50-7: Generally, an operating
segment has a segment manager who is directly accountable to and maintains regular contact with the chief operating decision maker to
discuss operating activities, financial results, forecasts, or plans for the segment. The term segment manager identifies a function,
not necessarily a manager with a specific title.

    3

FOIA Confidential Treatment
Request by

 Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

The CODM attends monthly business review
meetings with the product area managers who provide updates on financial performance of their respective product area against budget and
progress towards Objectives and Key Results (OKRs), as well as on key business initiatives, milestones with customers, vendors, and other
stakeholders, and employee engagement. Product area managers, not the CODM, are responsible for making resource decisions for their respective
product areas. The Company does not have managers by revenue type. For example, there is not a manager of licensed-based products nor
are there meetings with the CODM regarding results, forecasts, or strategic plans across the licensed-based product areas.

3.            You
state in your response that “[r]esource allocation decisions are made at the total Company level and allocated across product areas
and central functions as part of the annual budget process with final determinations made by the CODM.” Please describe in detail
the product area-level information the CODM receives as part of the budgeting process and how he uses it. Please also describe in detail
the CODM’s participation in meetings that discuss the product area budget submissions, any feedback and further guidance that the
CODM provides at the product area-level during the budgeting process, and whether the CODM makes or requests changes to product area budgets.

The Company’s budget process
is primarily focused on the consolidated Company. As described in more detail in our response to comment #4 below, the CODM and
Chief Financial Officer (CFO) set consolidated Company targets aligned with the annual OKRs. Product areas and central functions
then develop their respective plans in support of the desired consolidated Company result. Throughout the budget process, there are
opportunities for the CODM and the CFO to provide high-level feedback to achieve the desired consolidated Company results. Key steps
in the budget process include:

August

● CODM and CFO define consolidated Company financial targets, generally for revenue, operating margin, and EBITDA margin, which are
based on the annual OKRs and progress toward the Company's long-term strategy.

● CFO provides guidance on revenue and controllable costs to product areas for the budget (upcoming fiscal year).

● CFO provides guidance on costs to central functions for their respective budgets (upcoming fiscal year).

August – October

● Financial Planning and Analysis (FP&A) business partners work with their respective product area or central function leaders to
finalize OKRs and build the annual budget.

● Initial budget submissions are provided to the Corporate FP&A team to consolidate. Cost allocations to product areas are not applied
to the initial budget submission.

    4

FOIA Confidential Treatment
Request by

 Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

October

● CFO performs the first review of the consolidated budget after initial budget submissions from product area and central function leaders
and provides feedback or follow-up questions.

● CODM and CFO meet with product area and central function leaders to review the initial budget submissions. These budget reviews involve
presentation materials that include revenue and direct expenses, and also highlight key assumptions underlying future performance. As
noted above, the views of product areas only include certain direct costs attributable to those areas. Therefore, they do not present
a complete picture of the product area’s estimated margin. Other costs from central functions that contribute to product area performance
are reviewed in separate discussions and not allocated to product areas until the end of the budget process.

● During these budget meetings, the product area leaders also present their investment “asks” and how those investments
align with the Company strategy and deliver financial returns over the budget and 3-year plan periods.

● CODM and CFO provide a second round of high-level feedback and further
                                                                                                                                                guidance after the budget reviews if consolidated objectives are not achieved.

November

● Based on feedback and alignment with the CODM, the CFO and the FP&A teams hold meetings with product area and central function
leaders, as needed, to revise the initial submission and finalize a complete draft of the budget.

● This process will often result in changes to revenue and expenses for product areas and central cost categories. If material changes
are made, product areas and central function leaders adjust their OKRs to ensure that operating plans align to final objectives.

December - January

● Allocation methodologies of central function costs (approximately 40% of the cost pool) are reviewed by Corporate FP&A on an annual
basis. Any changes from the prior year methods are approved by the CFO. The annual allocation methodologies are then communicated to the
product area and central function leaders and respective FP&A teams.

● Corporate FP&A then applies the cost allocations to the product areas.

● The primary output of the process is a consolidated budget and consolidated Company view.

● The CODM and CFO present the consolidated Company budget to the Board of Directors for review and approval.

● As needed, the CFO works with the necessary product area or central function leaders to make any final revisions based on feedback
from the Board of Directors.

● Once this process is complete, the Board of Directors reviews and approves the annual consolidated Company budget.

    5

FOIA Confidential Treatment
Request by

 Morningstar, Inc. Pursuant to Rule 83 (17 C.F.R. 200.83)

4.             In
your response, you state that product area leaders “develop OKRs, which are reviewed and approved by the CODM to ensure alignment
across the entire organization to achieve its shared strategic, operational, and financial objectives.” Describe for us in detail
the process by which product area OKRs are developed, including the CODM’s involvement in reviewing and approving OKRs. As part
of this, tell us what your 2022 OKRs were for each product area and the financial measure(s) which were used to evaluate progress
towards the achievement of each OKR, as applicable. Finally, you state that your annual compensation plans align your executives’
pay with performance against OKRs. Please tell us if product area leaders’ pay is based on Company-wide OKRs or product area OKRs.

Annually, the Company conducts its strategic
planning process to define annual OKRs for each product area and central function, which are informed and guided by the Company’s
Corporate Goals. This ensures connectivity between Morningstar’s overarching mission and strategy and the work being done by the
Company’s various product areas and central functions. While the Company evaluates its goals annually, the Corporate Goals have
remained unchanged since 2020, which illustrates the Company’s long-term vision for its strategic planning process.

For the 2022 fiscal year, the Company defined its Corporate
Goals as:

● Exceed Company-wide financial goals;

● Deliver differentiated insights across asset classes to public and private market investors;

● Establish leading ESG position across each business;

● Drive operational excellence and scalability to support growth targets; and

● Build an inclusive culture that drives exceptional talent engagement and development.

Annual OKR Process

Based on the annual focus areas and
strategy determined through the annual strategic planning process and Corporate Goals, the product area and central function leaders develop
an initial list of OKRs from June through August. Once the initial draft of the OKRs has been defined, product area and central function
leaders determine the required investments, potential financial returns, and strategic value to the Company associated with their OKRs.

Through cross functional review meetings,
the draft OKRs are further refined, prioritized, and aligned to the annual budget in October. The annual OKRs complement the annual b