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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
JANUARY 27, 2005
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GARTNER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14443 04-3099750
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
P.O. BOX 10212
56 TOP GALLANT ROAD
STAMFORD, CT 06902-7747
(Address of Principal Executive Offices, including Zip Code)
(203) 316-1111
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
On October 27, 2004, Gartner, Inc. ("Gartner") announced that it was
contemplating a fourth quarter charge primarily related to closing certain
facilities, restructuring within Gartner's international operations and non-cash
charges related to the restructuring of certain internal systems. On January 27,
2005, Gartner finalized its 2004 fourth quarter charge for various restructuring
activities. The Company intends to discuss the charge during its earnings call
on February 3, 2005. The total pre-tax charge is $14.7 million for the fourth
quarter of 2004. The charge is composed of the following items:
Cash Non-Cash Total
Expenditures Expenditures Expenditures
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(in millions)
Severance $5.9 -- $ 5.9
Impairments and exit of non-core product lines $1.2 $3.1 $ 4.3
Adjustment to previously abandoned facilities $2.3 -- $ 2.3
Abandonment of certain internal systems -- $1.9 $ 1.9
Restructuring of international operations $0.3 $ -- $ 0.3
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Total $9.7 $5.0 $14.7
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Gartner committed to pursuing these restructuring activities at various times
during the fourth quarter of 2004. These initiatives culminated in the
finalizing of the aggregate amount of the restructuring charge to be taken in
the fourth quarter of 2004 on January 27, 2005. Gartner intends to engage in
further restructuring activities in the first quarter of 2005 which will result
in an estimated additional $10 to $20 million charge. Of the expected first
quarter charge, Gartner has identified the following cash items: $4.5 million
for restructuring of international operations and $3.5 million for severance.
Additionally, Gartner has committed to consolidating its office space in San
Jose, California by moving all employees to one of the two buildings at that
location and vacating the other one. Gartner expects to incur a cash charge of
approximately $6.4 million in connection with these restructuring activities in
either the second or third quarter of 2005.
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ITEM 2.06. MATERIAL IMPAIRMENTS.
Gartner management has concluded that the above referenced restructuring
activities will result in a charge for the impairment of certain assets in the
fourth quarter of 2004. The $14.7 million fourth quarter charge disclosed in
Item 2.05 above includes the following items related to the impairment of
certain assets:
Cash Non-Cash Total
Expenditures Expenditures Expenditures
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(in millions)
Impairment of goodwill and other assets -- $3.1 $3.1
Abandonment of certain internal systems -- $1.9 $1.9
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Total -- $5.0 5.0
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Safe Harbor Statement
Statements contained in this report regarding Gartner's future restructuring
charges and all other statements in this report other than the recitation of
historical facts are forward-looking statements (as defined in the Private
Securities Litigation Reform Act of 1995). Such forward-looking statements
include risks and uncertainties; consequently, actual results may differ
materially from those expressed or implied thereby. Factors that could cause
actual results to differ materially include, but are not limited to: the impact
of restructuring and other charges on Gartner's business and operations, and
other risks listed from time to time in Gartner's reports filed with the
Securities and Exchange Commission, including Gartner's Annual Report on Form
10-K for the year ended December 31, 2003 and Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004. These filings can be found on Gartner's
Web site at www.gartner.com/investors and the SEC's Web site at www.sec.gov.
Forward-looking statements included herein speak only as of the date hereof and
Gartner disclaims any obligation to revise or update such statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events or circumstances.
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.
GARTNER, INC.
By: /s/ Christopher Lafond
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Christopher Lafond
Executive Vice President,
Chief Financial Officer
Date: January 27, 2005