Business Context and Reporting Period
Company: Morningstar, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 28, 2011
Reporting Period: The filing addresses events occurring through the date of the filing, specifically the dismissal of the prior auditor effective upon the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
Key Financial Metrics
This filing is a current report regarding a change in certifying accountant and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
Change in Certifying Accountant:
- Dismissed Firm: Ernst & Young LLP (E&Y) was dismissed as the independent registered public accounting firm effective February 28, 2011.
- Engaged Firm: KPMG LLP (KPMG) was engaged as the independent registered public accounting firm commencing with the audit for the fiscal year ending December 31, 2011.
- Decision Date: The Audit Committee made the decision on October 25, 2010.
Management Commentary, Risks, and Contingencies
Audit Disagreements and Reportable Events:
- During the fiscal years ended December 31, 2010 and 2009, and the period from December 31, 2010 through February 28, 2011, there were no disagreements between Morningstar and E&Y regarding accounting principles, financial statement disclosure, or auditing scope/procedures.
- There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the relevant periods.
- E&Y's audit reports for the fiscal years ended December 31, 2010 and 2009 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Consultations with New Auditor:
- During the relevant periods, Morningstar did not consult with KPMG regarding the application of accounting principles to specified transactions or the type of audit opinion that might be rendered.
- No written reports or oral advice were provided by KPMG that were considered important factors in reaching decisions on accounting, auditing, or financial reporting issues.
Investor Verification Checklist
- Verify the content of the letter from Ernst & Young LLP to the SEC (Exhibit 16.1) to confirm their agreement with the statements regarding the dismissal and lack of disagreements.
- Review the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed concurrently with this 8-K, for detailed financial performance data.
- Monitor future filings to confirm the commencement of the audit by KPMG LLP for the fiscal year ending December 31, 2011.