## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 

None. 

## Item 9A. Controls and Procedures 

## (a) Evaluation of Disclosure Controls and Procedures 

Disclosure controls and procedures are designed to reasonably assure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, sum- marized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, with- out limitation, controls and procedures designed to reasonably assure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2010. Based on that evaluation, our chief executive officer and chief financial officer concluded that our dis- closure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported as and when required and is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. 

## (b) Management’s Report on Internal Control Over Financial Reporting 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal con- trol over financial reporting is a process designed to provide reason- able assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 

Based on that evaluation, our management concluded that our inter- nal control over financial reporting was effective as of December 31, 2010. Ernst & Young LLP, our independent registered public accounting firm, has issued their report on the effectiveness of our internal control over financial reporting, which is included in Part II, Item 8 of this Form 10-K under the caption “Financial Statements and Supplementary Data” and incorporated herein by reference. 

## (c) Changes in Internal Controls Over Financial Reporting 

There were no changes in our internal controls over financial report- ing during our fiscal quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

## Item 9B. Other Information 

There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Annual Report on Form 10-K that was not reported. 

## Part III 

## Item 10. Directors, Executive Officers, and Corporate Governance 

The information contained under the headings Proposal 1—Election of Directors, Board of Directors and Corporate Governance— Independent Directors, Board of Directors and Corporate Governance—Board Committees and Charters, and Section 16(a) Beneficial Ownership Reporting Compliance in the definitive proxy statement for our 2011 Annual Meeting of Shareholders (the Proxy Statement) and the information contained under the heading Executive Officers in Part I of this report is incorporated herein by reference in response to this item. 

We have adopted a code of ethics, which is posted in the Investor Relations section on our website at http://corporate.morningstar. com . We intend to include on our website any amendments to, or waivers from, a provision of the code of ethics that apply to our 

