Business Context and Reporting Period
This Form 8-K is a current report filed by Morningstar, Inc. on March 16, 2006. The filing addresses a change in the company's independent registered public accounting firm, effective upon the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document is strictly procedural regarding the appointment of auditors.
Material Changes
- Dismissal of Auditor: Deloitte & Touche LLP was dismissed as the independent registered public accounting firm effective March 16, 2006.
- Engagement of New Auditor: Ernst & Young LLP (E&Y) was engaged to serve as the independent registered public accounting firm commencing with the audit for the fiscal year ending December 31, 2006.
- Audit History: Deloitte's audit reports for the fiscal years ended December 31, 2005, and 2004 were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, scope, or accounting principles.
Management Commentary and Risks
The Audit Committee of the Board of Directors made the decision to change auditors on November 23, 2005. Management confirmed that during the fiscal years 2004 and 2005, and the period through March 16, 2006, there were no disagreements with Deloitte regarding accounting principles, financial statement disclosures, or auditing scope. Additionally, there were no reportable events as defined in Regulation S-K. No consultations were held with E&Y regarding accounting principles or disagreements prior to their engagement.
Investor Verification Checklist
- Verify the content of the letter from Deloitte & Touche LLP to the SEC (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.
- Review the Annual Report on Form 10-K for the fiscal year ended December 31, 2005, for the actual financial performance data not included in this 8-K.
- Confirm the effective date of the new audit engagement with Ernst & Young LLP for the 2006 fiscal year.