Business Context and Reporting Period
Company: Morningstar, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 25, 2010 (Signed October 29, 2010)
Reporting Period: The filing references financial results for the third quarter ended September 30, 2010, and corporate actions announced on October 27, 2010.
Key Financial Metrics
This Form 8-K serves as a notification of events and does not contain specific numerical financial data (revenue, profit, cash flow, margins, debt, or liquidity). The actual financial results for the third quarter ended September 30, 2010, are contained in the press release attached as Exhibit 99.1, which is not included in the provided text.
Material Changes and Corporate Actions
- Change in Certifying Accountant: The Audit Committee engaged KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011. Ernst & Young LLP (E&Y) will complete the audit for the fiscal year ending December 31, 2010, and will be dismissed thereafter.
- Dividend Declaration: The Board of Directors approved a regular quarterly cash dividend of $0.05 per share, commencing with the first quarter of 2011.
- Share Repurchase Program: The Board authorized a program to repurchase up to $100 million of the company's outstanding common stock.
Management Commentary, Risks, and Contingencies
Accountant Transition: Morningstar confirmed there were no disagreements with E&Y regarding accounting principles, financial statement disclosure, or auditing scope during the fiscal years ended December 31, 2008 and 2009, or through the current date. E&Y's audit reports for those years were unqualified. Additionally, the company confirmed no consultations with KPMG regarding accounting principles or audit opinions prior to their engagement.
Legal Status of Financial Data: The financial results referenced in Item 2.02 and Exhibit 99.1 are furnished and not deemed "filed" for purposes of Section 18 of the Exchange Act, nor are they incorporated by reference into other filings unless expressly stated.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific Q3 2010 revenue, earnings, and cash flow figures.
- Verify the effective date and execution details of the $100 million share repurchase program.
- Confirm the first payment date for the new $0.05 quarterly dividend.
- Monitor future filings for the transition of audit responsibilities from E&Y to KPMG.