SEC Comment Letter for GARTNER INC (IT) (CIK 0000749251) (IT) — Dec 1, 2009
GARTNER INC (IT) (CIK 0000749251)
Date: Dec. 1, 2009 · CIK: 0000749251 · Accession: 0000000000-09-067680
AI Filing Summary & Sentiment
Letter
Mail Stop 3010 November 9, 2009 Via U.S. Mail and Facsimile 866.618.0806 Mr. Christopher J. Lafond Chief Financial Officer Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT 06902-7700
Re: Gartner, Inc. Form 10-K for fiscal ye ar ended December 31, 2008 Filed February 20, 2009 Form 10-Q for the period ended September 30, 2009 Filed October 30, 2009 File No. 1-14443
Dear Mr. Lafond:
We have reviewed your filings and have the following comments. If you disagree with our comments, we will consider your e xplanation as to why our comments are not applicable. Please be as deta iled as necessary in your expl anation. In our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008
Item 1. Business
General
1. We note your discussion on page 8 in the Risk Factors section that a significant amount of your revenues are derived from contracts with U.S. government, state and local governments and their respective agencies. In future filings, as applicable, please indicate the portion of your backlog not reasonably expected to be filled within the current fiscal year. Refer to Item 101(c)(vii) of Regulation S- K. Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations. Obligations and Commitments, page 26
2. We note that your contractual cash commitme nts due in less than one year totaled $92.5 million. It does not appear that th e entire amount of $177.75 million of the Current portion of long-term debt as di sclosed on your consolidated balance sheets was included in this table. Please advise. Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Foreign Currency Exchange Risk, page 28
3. Considering that fluctuations may vary significantly by currency, in future filings please provide disclosure indicating the currencies to which you are primarily exposed, as well as a sensitivity analysis for each currency that may have an individually significant impact on future earnings. Where currencies have been aggregated, please disclose the reasons why such presentation is considered to be appropriate.
Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Accounting Firm, page 34
4. We note that your financial statement a udits as of and for the years ended December 31, 2008, 2007 and 2006 were conducted in accordance generally accepted auditing standards as established by the Auditing Standards Board (U.S.) and the auditing standards of the Pub lic Company Accounting Oversight Board (“PCAOB”) (U.S.). Please tell us whether your audit was conducted in
Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 3 accordance with the auditing and related professional practice standards of the PCAOB and if so, amend your filing to include an audit opinion stating such. Item 9A. Controls and Procedures
Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 29
5. In future filings, please provide a statem ent that your registered public accounting firm has issued an attestation report on your internal control over financial reporting. Refer to Item 308(a)(4) of Regulation S-K. Form 10-Q for the period ended September 30, 2009
Item 6. Exhibits
Exhibits 31.1 and 31.2
6. We note that you have made certain modi fications to the exact form of the required certifications including modifyi ng the language “the registrant’s most recent fiscal quarter (the registrant’s four th fiscal quarter in the case of an annual report)” in paragraph 4(d). Please di scontinue the use of these and other modifications in future filings, as certificat ions required must be in the exact form set forth in Item 601(b)(31) of Regulation S-K.
* * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the sta ff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 4 • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings. You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the undersigned at 202.551.3629 if you have questions regarding comments on the financial statements and related matters. Please c ontact Jerard Gibson, Attorney-Advisor, at 202.551.3473 or Tom Kluck, Legal Branch Chief at 202.551.3233 with any other questions. S i n c e r e l y , Kevin Woody Accounting Branch Chief
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Mail Stop 3010 November 9, 2009 Via U.S. Mail and Facsimile 866.618.0806 Mr. Christopher J. Lafond Chief Financial Officer Gartner, Inc. P.O. Box 10212 56 Top Gallant Road Stamford, CT 06902-7700 Re: Gartner, Inc. Form 10-K for fiscal ye ar ended December 31, 2008 Filed February 20, 2009 Form 10-Q for the period ended September 30, 2009 Filed October 30, 2009 File No. 1-14443 Dear Mr. Lafond: We have reviewed your filings and have the following comments. If you disagree with our comments, we will consider your e xplanation as to why our comments are not applicable. Please be as deta iled as necessary in your expl anation. In our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 2 Form 10-K for the fiscal year ended December 31, 2008 Item 1. Business General 1. We note your discussion on page 8 in the Risk Factors section that a significant amount of your revenues are derived from contracts with U.S. government, state and local governments and their respective agencies. In future filings, as applicable, please indicate the portion of your backlog not reasonably expected to be filled within the current fiscal year. Refer to Item 101(c)(vii) of Regulation S- K. Item 7. Management’s Discussion and Analys is of Financial Condition and Results of Operations. Obligations and Commitments, page 26 2. We note that your contractual cash commitme nts due in less than one year totaled $92.5 million. It does not appear that th e entire amount of $177.75 million of the Current portion of long-term debt as di sclosed on your consolidated balance sheets was included in this table. Please advise. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Exchange Risk, page 28 3. Considering that fluctuations may vary significantly by currency, in future filings please provide disclosure indicating the currencies to which you are primarily exposed, as well as a sensitivity analysis for each currency that may have an individually significant impact on future earnings. Where currencies have been aggregated, please disclose the reasons why such presentation is considered to be appropriate. Item 8. Consolidated Financial Statements and Supplementary Data Report of Independent Registered Accounting Firm, page 34 4. We note that your financial statement a udits as of and for the years ended December 31, 2008, 2007 and 2006 were conducted in accordance generally accepted auditing standards as established by the Auditing Standards Board (U.S.) and the auditing standards of the Pub lic Company Accounting Oversight Board (“PCAOB”) (U.S.). Please tell us whether your audit was conducted in Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 3 accordance with the auditing and related professional practice standards of the PCAOB and if so, amend your filing to include an audit opinion stating such. Item 9A. Controls and Procedures Management’s Annual Report on Internal C ontrol Over Financial Reporting, page 29 5. In future filings, please provide a statem ent that your registered public accounting firm has issued an attestation report on your internal control over financial reporting. Refer to Item 308(a)(4) of Regulation S-K. Form 10-Q for the period ended September 30, 2009 Item 6. Exhibits Exhibits 31.1 and 31.2 6. We note that you have made certain modi fications to the exact form of the required certifications including modifyi ng the language “the registrant’s most recent fiscal quarter (the registrant’s four th fiscal quarter in the case of an annual report)” in paragraph 4(d). Please di scontinue the use of these and other modifications in future filings, as certificat ions required must be in the exact form set forth in Item 601(b)(31) of Regulation S-K. * * * * As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your response to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your response to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the sta ff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings; Christopher J. Lafond Gartner, Inc. November 9, 2009 Page 4 • staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and • the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings. You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the undersigned at 202.551.3629 if you have questions regarding comments on the financial statements and related matters. Please c ontact Jerard Gibson, Attorney-Advisor, at 202.551.3473 or Tom Kluck, Legal Branch Chief at 202.551.3233 with any other questions. S i n c e r e l y , Kevin Woody Accounting Branch Chief