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): February 28, 2011
 
MORNINGSTAR, INC.
(Exact name of registrant as specified in its charter)

Illinois	 	000-51280	 	36-3297908	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

22 West Washington Street
Chicago, Illinois
(Address of principal executive offices)	 	60602
(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 October 25, 2010, the Audit Committee of the Board of Directors of Morningstar, Inc. (Morningstar) decided to dismiss Ernst & Young LLP (E&Y) as Morningstar’s independent registered public accounting firm, effective as of the date of the filing of Morningstar’s Annual Report on Form 10-K for the fiscal year ending December 31, 2010 and to engage KPMG LLP (KPMG) as Morningstar’s independent registered public accounting firm commencing with the audit for the fiscal year ending December 31, 2011.  Accordingly, E&Y was dismissed as Morningstar’s independent registered public accounting firm on February 28, 2011, the date of the filing of Morningstar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
 
During Morningstar’s 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 on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to E&Y’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.
 
E&Y’s audit reports on Morningstar’s consolidated financial statements for the fiscal years ended December 31, 2010 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&Y’s letter to the Securities and Exchange Commission dated February 28, 2011 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, 2010 and 2009 and the period from December 31, 2010 through February 28, 2011, neither Morningstar, nor anyone on its behalf, 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 Morningstar’s 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 9.01.  Financial Statements and Exhibits.
 
(d)        Exhibits:

Exhibit No.	 	Description	
 	 	 	
16.1	 	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 28, 2011.	
 
2 

 
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.	

Date: February 28, 2011	By:	/s/ Scott Cooley	
 	Name:	Scott Cooley	
 	Title:	Chief Financial Officer	
 
3 

 
EXHIBIT INDEX

Exhibit No.	 	Description	
 	 	 	
16.1	 	Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 28, 2011.	
 
4 

Exhibit 16.1
 
February 28, 2011
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Ladies and Gentlemen:
 
We have read Item 4.01 of Form 8-K dated February 28, 2011, of Morningstar, Inc. and are in agreement with the statements contained in the second and third paragraphs on page 1 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP