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): November 23, 2005
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)
Illinois |
| 000-51280 |
| 36-3297908 |
(State or other jurisdiction |
| (Commission |
| (I.R.S. Employer |
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| 225 West Wacker Drive |
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| Chicago, Illinois |
| 60606 |
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| (Address of principal executive |
| (Zip Code) |
(312) 696-6000
(Registrant’s 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 4.01. Changes in Registrant’s Certifying Accountant.
On November 23, 2005, the Audit Committee of the Board of Directors of Morningstar, Inc. (Morningstar) decided to engage Ernst & Young LLP (E&Y) as Morningstar’s independent registered public accounting firm commencing with the audit for the fiscal year ending December 31, 2006. A copy of Morningstar’s press release is filed as Exhibit 99.1 to this Form 8-K.
Deloitte & Touche LLP (Deloitte) has been engaged to audit Morningstar’s consolidated financial statements for the fiscal year ending December 31, 2005 and will be dismissed as Morningstar’s independent registered public accounting firm upon completion of these services continuing through the filing of Morningstar’s Annual Report on Form 10-K for the fiscal year ending December 31, 2005. During Morningstar’s fiscal years ended December 31, 2004 and 2003 and through the current date, there were no disagreements between Morningstar and Deloitte on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on Morningstar’s 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.
Deloitte’s audit reports on Morningstar’s consolidated financial statements for the fiscal years ended December 31, 2004 and 2003 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 Deloitte’s letter to the Securities and Exchange Commission dated November 29, 2005 stating whether it agrees with the foregoing statements, is filed as Exhibit 16.1 to this Form 8-K.
During Morningstar’s fiscal years ended December 31, 2004 and 2003 and through the current date, neither Morningstar, nor anyone on behalf of Morningstar, consulted with E&Y 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 Morningstar’s consolidated financial statements, and no written report or oral advice was provided by E&Y to Morningstar that E&Y 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
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16.1 |
| Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated November 29, 2005 |
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99.1 |
| Press Release dated November 30, 2005 |
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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.
| MORNINGSTAR, INC. | ||
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Date: November 30, 2005 | By: | /s/ Martha Dustin Boudos |
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| Name: | Martha Dustin Boudos | |
| Title: | Chief Financial Officer |
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