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
JULY 23, 2004
---------------------------------------------------
Date of Report (Date of earliest event reported)
GARTNER, INC
---------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-14443 04-3099750
--------------------------------------- -------------------------- ------------------------------------
(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation)
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)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
----------------------- ----------------------------------------------------------------------------------
99.1 Press Release issued July 23, 2004, with respect to:
o Financial results for Gartner, Inc. (the "Company") for the quarter ended June 30, 2004; and
o The announcement that Gene Hall will be named the Company's Chief Executive Officer and that
James Smith will be named Chairman of the Board
of the Company.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 23, 2004, Gartner, Inc. announced financial results for the quarter
ended June 30, 2004. A copy of the Company's press release is furnished herewith
as Exhibit 99.1 and is incorporated herein by reference. The information
contained in this report shall not be incorporated by reference into any filing
of Gartner, Inc. with the SEC, whether made before or after the date hereof,
regardless of any general incorporation language in such filings.
The press release issued by the Company and furnished herewith as Exhibit 99.1
contains a non-GAAP financial measure. For purposes of the Securities and
Exchange Commission's Regulation G, a non-GAAP financial measure is a numerical
measure of a company's performance, financial position, or cash flows that
either excludes or includes amounts that are not normally excluded or included
in the most directly comparable measure calculated and presented in accordance
with accounting principles generally accepted in the United States ("GAAP"). In
the attached press release, Gartner, Inc. uses the non-GAAP measure of
normalized EPS. This non-GAAP financial measure is provided to enhance the
reader's overall understanding of Gartner's current financial performance and
prospects for the future. Gartner believes normalized EPS is an important
measure of Gartner's recurring operations as it excludes items that may not be
indicative of our core operating results. Normalized EPS is based on net income
(loss), excluding other charges, income from investments, goodwill impairment
and other non-cash charges. Normalized EPS for 2003 also includes the effect of
the convertible debt as if it had been converted at the beginning of 2003 in
order to be on a comparable basis with 2004. In the attached press release, a
reconciliation of normalized net income and normalized EPS to GAAP net income
(loss) and GAAP net income (loss) per share is provided under "Supplemental
Information" at the end of the release.
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.
Date: July 23, 2004 By: /s/ Christopher Lafond
-------------------------------
Christopher Lafond
Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------------------- ----------------------------------------------------------------------------------
99.1 Press Release issued July 23, 2004, with respect to:
o Financial results for Gartner, Inc. (the "Company") for the quarter ended June 30, 2004; and
o The announcement that Gene Hall will be named the Company's Chief Executive Officer and that
James Smith will be named Chairman of the Board of the Company.