- Current report filing (8-K)
October 29 2010 - 2:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 25, 2010
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
Illinois
(State or other jurisdiction
of incorporation)
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000-51280
(Commission
File Number)
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36-3297908
(I.R.S. Employer
Identification No.)
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22 West Washington Street
Chicago, Illinois
(Address of principal executive offices)
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60602
(Zip Code)
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(312) 696-6000
(Registrants
telephone number, including area code)
N/A
(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
2.02. Results of Operations and
Financial Condition.*
On October
27, 2010, Morningstar, Inc. issued a press release announcing its financial
results for the third quarter ended September 30, 2010. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K.
Item
4.01. Changes in Registrants Certifying
Accountant.
On October
25, 2010, the Audit Committee of the Board of Directors of Morningstar, Inc.
(Morningstar) decided to engage KPMG LLP (KPMG) as Morningstars independent registered
public accounting firm commencing with the audit for the fiscal year ending
December 31, 2011. A copy of Morningstars
press release is filed as Exhibit 99.2 to this Form 8-K.
Ernst &
Young LLP (E&Y) has been engaged to audit Morningstars consolidated
financial statements for the fiscal year ending December 31, 2010 and will be
dismissed as Morningstars independent registered public accounting firm upon
completion of these services continuing through the filing of Morningstars
Annual Report on Form 10-K for the fiscal year ending December 31, 2010. During Morningstars fiscal years ended
December 31, 2008 and 2009 and through the current date, there were no
disagreements between Morningstar and E&Y on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to E&Ys satisfaction, would have caused
it to make reference to the matter in conjunction with its report on
Morningstars consolidated financial statements for the relevant year; and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
E&Ys
audit reports on Morningstars consolidated financial statements for the fiscal
years ended December 31, 2008 and 2009 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
A copy of
E&Ys letter to the Securities and Exchange Commission dated October 29,
2010 stating whether it agrees with the foregoing statements, is filed as
Exhibit 16.1 to this Form 8-K.
During
Morningstars fiscal years ended December 31, 2008 and 2009 and through the
current date, neither Morningstar, nor anyone on behalf of Morningstar,
consulted with KPMG with respect to either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on Morningstars consolidated
financial statements, and no written report or oral advice was provided by KPMG
to Morningstar that KPMG concluded was an important factor considered by
Morningstar in reaching a decision as to the accounting, auditing, or financial
reporting issue or (ii) any matter that was the subject of either a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item
8.01. Other Events.
On October
27, 2010, Morningstar, Inc. issued a press release announcing that its Board of
Directors has approved a regular quarterly cash dividend of 5 cents per share
beginning with the first quarter of 2011 and a share repurchase program that
authorizes Morningstar to repurchase up to $100 million in shares of
Morningstars outstanding common stock.
A copy of the press release is filed as Exhibit 99.3 to this Form 8-K.
2
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits:
Exhibit
No.
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Description
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16.1
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Letter
from Ernst & Young LLP to the Securities and Exchange Commission dated
October 29, 2010.
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99.1*
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Press
Release dated October 27, 2010 regarding financial results for the third
quarter ended September 30, 2010.
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99.2
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Press
Release dated October 27, 2010 regarding selection of KPMG LLP as
Morningstars independent registered public accounting firm.
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99.3
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Press
Release dated October 27, 2010 regarding quarterly dividend and share
repurchase program.
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*
The
information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
3
SIGNATURES
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.
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MORNINGSTAR,
INC.
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Date: October 29, 2010
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By:
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/s/
Scott Cooley
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Name:
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Scott
Cooley
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Title:
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Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
No.
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Description
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16.1
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Letter
from Ernst & Young LLP to the Securities and Exchange Commission dated
October 29, 2010.
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99.1*
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Press
Release dated October 27, 2010 regarding financial results for the third
quarter ended September 30, 2010.
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99.2
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Press
Release dated October 27, 2010 regarding selection of KPMG LLP as
Morningstars independent registered public accounting firm.
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99.3
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Press
Release dated October 27, 2010 regarding quarterly dividend and share
repurchase program.
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*
The
information furnished under Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being furnished and shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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