GARTNER, Inc. (NYSE:IT) Files An 8-K Other Events

Item 8.01 Other Events

Settlement of Certain Litigation Relating to the
Merger

As described in greater detail in the Legal Proceedings Regarding
the Merger section of the final proxy statement/prospectus that
forms a part of the Registration Statement on Form S-4 of
Gartner, Inc. (Gartner) filed with the Securities and
Exchange Commission (file No. 333-215896) (the Registration
Statement), a lawsuit captioned Steinberg v. CEB Inc., et
al., Case No. 1:17-cv-00226 (D. Del.) is pending in the
United States District Court for the District of Delaware. Since
the filing of the Registration Statement, two additional
purported class action lawsuits captioned Buchans v. CEB
Inc., et al, Case No. 1:17-cv-00263 and Gordon v. CEB
Inc., et al, Case No. 1:17-cv-00290, were filed on behalf of
the shareholders of CEB Inc. (CEB) in the United States
District Court for the Eastern District of Virginia and are
pending before that court. In this Current Report on Form 8-K, we
refer to these three pending lawsuits, collectively, as the
CEB Merger Litigation. The CEB Merger Litigation relates
to the Agreement and Plan of Merger, dated as of January 5, 2017
(the Merger Agreement), by and among Gartner, Cobra
Acquisition Corp. (Merger Sub) and CEB, providing for the
merger of Merger Sub with and into CEB (the Merger), with
CEB surviving the Merger as a wholly-owned subsidiary of Gartner.

On March 24, 2017, solely to avoid the costs, risks, and
uncertainties inherent in litigation, and without admitting any
liability or wrongdoing, CEB and the other named defendants in
the CEB Merger Litigation signed a memorandum of understanding
(the MOU) to settle the CEB Merger Litigation. This
Current Report on Form 8-K is being filed to the MOU. CEB
believes that no further supplemental disclosure is required
under applicable state and federal securities laws; however, to
avoid the risk of the CEB Merger Litigation delaying or adversely
affecting the Merger and to minimize the expense of defending
such action, it has agreed, to the terms of the MOU, to make
certain supplemental disclosures related to the proposed Merger,
all of which are set forth below.

Supplement to Registration Statement

The additional disclosures in this Current Report on Form 8-K
supplement the disclosures contained in the Registration
Statement and should be read in conjunction with the disclosures
contained in the Registration Statement, which in turn should be
read in its entirety. To the extent that information in this
Current Report on Form 8-K differs from or updates information
contained in the Registration Statement, the information in this
Current Report on Form 8-K shall supersede or supplement the
information in the Registration Statement. Nothing in this
Current Report on Form 8-K, the MOU, or any stipulation of
settlement shall be deemed an admission of the legal necessity or
materiality of any of the disclosures set forth herein.
Capitalized terms used herein, but not otherwise defined, shall
have the meanings ascribed to such terms in the Registration
Statement.

The Merger – Background of the Merger

The disclosure under the heading Background of the Merger is
hereby supplemented by adding the following disclosure after the
first sentence of the eighth paragraph on page 41 of the
Registration Statement:

In their calls, the firms generally indicated to Mr. Monahan that
if CEB were to decide in the future that it wanted to pursue
options that could require third-party debt or equity funding,
they had capital that might be available for such purposes and
also would be open to assisting CEB in evaluating any such
options, including a buyout, an equity investment in CEB or
financing for an acquisition by CEB. None of the firms made a
proposal to Mr. Monahan about any particular option.

The disclosure under the heading Background of the Merger is
hereby supplemented by adding the following disclosure after the
last sentence of the eighth paragraph on page 41 of the
Registration Statement:

Mr. Monahan also stated that he would present any specific,
credible proposals to the CEB board for review, consistent with
the CEB boards fiduciary obligations. During the go-shop period,
Centerview and Allen solicited

each of these private equity firms. In response, none of the
firms submitted an offer to pursue a transaction with CEB.

The disclosure under the heading Background of the Merger is
hereby supplemented by adding the following disclosure after the
first sentence of the fourth paragraph on page 51 of the
Registration Statement:

During the course of the talent assessment diligence meetings,
Mr. Monahan and Ms. Jones generally reviewed the roles of and
potential succession plans for certain of CEBs senior officers
with Mr. Hall and other representatives of Gartner. There were no
discussions regarding the potential terms of future employment of
CEBs officers between Gartner and CEB prior to the signing of the
merger agreement.

The disclosure under the heading Background of the Merger is
hereby supplemented by adding the following disclosure at the end
of the fourth sentence of the fifth paragraph on page 51 of the
Registration Statement:

(The draft merger agreement did not identify any individual
employees, and soon after this meeting WSGR advised KE that
Gartner would not require the closing condition regarding
post-closing employment of any CEB employees.)

The disclosure under the heading Background of the Merger is
hereby supplemented by adding the following disclosure after the
last sentence of the seventh paragraph on page 55 of the
Registration Statement:

Allen did not provide advisory services to the CEB board relating
to the fairness of the transaction or any other aspects of the
merger prior to CEBs execution of the merger agreement. to the
executed engagement letter, CEB retained Allens services for a
one-time fee equal to 0.215% of the total value of cash and the
fair market value of all securities or other property paid or
payable to CEB shareholders in connection with the merger. CEBs
obligation to pay this fee to Allen is contingent upon the
consummation of the merger. Neither CEB, Gartner nor any of their
respective affiliates engaged Allen to provide financial advisory
services, or paid any professional fees to Allen, in the two
years prior to CEBs engagement of Allen in connection with the
merger.

Opinion of Centerview Partners LLC

The disclosure under the heading Opinion of Centerview
Partners LLC is hereby supplemented by adding the following
disclosure after the last sentence of the final bullet point on
page 62 of the Registration Statement:

In calculating the projections for years 2018 through 2021 of the
CEB-Prepared Gartner Forecasts, management of CEB extrapolated
growth rates for each Gartner business unit based on the
projected firm level growth rate for 2017 provided by management
of Gartner. CEB management adjusted the extrapolated growth rate
for each Gartner business unit in accordance with the growth
plans discussed with Gartner management and CEB managements
industry knowledge and historical knowledge of Gartners business,
in addition to the views of outside third parties, including
Centerview. In addition, management of CEB assumed that cost
structures for the Gartner business units would remain consistent
with historical trends and growth margins.

The disclosure under the heading Opinion of Centerview
Partners LLC under the subheading Discounted Cash Flow
Analysis is hereby supplemented by adding the following
disclosure after the second sentence of the third paragraph on
page 67 of the Registration Statement:

Centerview determined the range of exit multiples used to
calculate the estimated terminal values for CEB based on its
professional judgment and experience and taking into account the
trading multiples of the selected companies set forth above under
the heading CEB Financial Analyses Selected Comparable Public
Company Analysis.

The disclosure under the heading Opinion of Centerview
Partners LLC under the subheading Discounted Cash Flow
Analysis is hereby supplemented by adding the following
disclosure to the end of the fourth sentence of the third
paragraph on page 67 of the Registration Statement:

, determined using the Capital Asset Pricing Model and based on
considerations that Centerview deemed relevant in its
professional judgment and experience, taking into account certain
metrics including yields for U.S. Treasury notes, levered and
unlevered betas for a comparable group of companies, market risk
and size premia, yields on an index of comparable credits and tax
rates.

The disclosure under the heading Opinion of Centerview
Partners LLC under the subheading Discounted Cash Flow
Analysis is hereby supplemented by adding the following
disclosure after the third sentence of the second full paragraph
on page 68 of the Registration Statement:

Centerview determined the range of exit multiples used to
calculate the estimated terminal values of Gartner based on its
professional judgment and experience and taking into account the
trading multiples of the selected companies set forth above under
the heading Gartner Financial Analyses Selected Public Companies
Analysis.

The disclosure under the heading Opinion of Centerview
Partners LLC under the subheading Discounted Cash Flow
Analysis is hereby supplemented by adding the following
disclosure to the end of the fourth sentence of the second full
paragraph on page 68 of the Registration Statement:

, determined using the Capital Asset Pricing Model and based on
considerations that Centerview deemed relevant in its
professional judgment and experience, taking into account certain
metrics including yields for U.S. Treasury notes, levered and
unlevered betas for a comparable group of companies, market risk
and size premia, yields on an index of comparable credits and tax
rates.

CEB Certain Unaudited Financial Forecasts

The disclosure under the heading CEB Certain Unaudited
Financial Forecasts is hereby supplemented by adding the
following disclosure as a new paragraph following the first
paragraph on page 83 of the Registration Statement:

Between 2012 and 2014, CEB reported annual organic revenue growth
in the high single digits. During 2015 and 2016, CEBs organic
revenue growth rate was substantially lower. The three-year
historical growth case plan referenced elsewhere in this proxy
statement/prospectus was prepared by CEB management based on a
view that CEB would return to a high single digit annual organic
revenue growth rate from the beginning of 2017. After the third
quarter of 2016, CEB management had substantial evidence to
conclude that 2017 organic revenue growth was unlikely to return
to this level, and both CEB management and the CEB board
concluded, therefore, that the historic growth case plan did not
reflect a reasonable forecast of CEBs likely future performance,
particularly in the near term. Accordingly, CEB management
modified its forecast with respect to CEBs near term future
performance, particularly by reducing expected organic revenue
growth in 2017 and 2018, and prepared the three-year recent
growth case plan. CEB management provided this recent growth case
plan to the CEB board on November 1, 2016, as described elsewhere
in this proxy statement/prospectus. The five-year CEB forecast
was prepared using the recent growth case plan based on a
compound annual revenue growth rate of 6.1% for the period from
2016 to 2021.

The disclosure under the heading CEB Certain Unaudited
Financial Forecasts is hereby supplemented by adding the
following disclosure after the third sentence of the second
paragraph on page 83 of the Registration Statement:

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP
financial measures.

The disclosure under the heading CEB Certain Unaudited
Financial Forecasts is hereby supplemented by adding the
following disclosure after the second full paragraph on page 83
of the Registration Statement:

CEB believes that its non-GAAP financial measures are relevant
and useful supplemental information for evaluating its results of
operations as compared from period to period and as compared to
its competitors. CEB uses these non-GAAP financial measures for
internal budgeting and other managerial purposes, including
comparison

against its competitors, when publicly providing its business
outlook, and as a measurement for potential acquisitions.
Historically, CEBs publicly announced guidance has included
guidance regarding Adjusted EBITDA.

The disclosure under the heading CEB Certain Unaudited
Financial Forecasts is hereby supplemented by adding the
following disclosure into footnote (2) to the table at the top of
page 84 of the Registration Statement, prior to the existing text
in footnote (2):

Unlevered free cash flow refers to a calculation of cash flow
available to all providers of capital, including debt and equity.
For purposes of the CEB forecast, unlevered free cash flow is
calculated using operating profit, adding back depreciation and
amortization and subtracting (a) taxes, (b) capital expenditures
and (c) net changes in working capital.

The disclosure under the heading CEB Certain Unaudited
Financial Forecasts is hereby supplemented by adding the
following disclosure after the second footnote below the table
summarizing the CEB forecast on page 84 of the Registration
Statement:

The CEB forecast for Adjusted EBITDA reflects adjustments for (a)
interest expense of $31 million in 2017, declining slightly to
$30 million by 2021; (b) taxes of $43 million in 2017, increasing
by 100% over the five-year forecast period; (c) depreciation and
amortization of $70 million in 2017, declining by approximately
20% over the five-year forecast period; (d) share-based
compensation of $20 million, increasing by approximately 10% over
the five-year forecast period; and (e) business transformation
costs of $15 million in 2017 only. The CEB forecast for Unlevered
Free Cash Flow includes the same amounts for taxes and
depreciation over the five-year forecast period. In addition, it
includes (a) capital expenditures of $35 million, increasing by
slightly more than 30% over the five-year forecast period; and
(b) an increase in net working capital of $8 million in 2017
declining over the five-year forecast period to a decrease in net
working capital of $12 million by 2021.

The following supplemental disclosure is added on
page 84 of the Registration Statement immediately prior to the
heading The Merger Agreement:

Gartner Certain Unaudited Financial Forecasts

Gartner periodically may publicly disclose financial forecasts
and projections. In connection with the merger, Gartners
management prepared certain unaudited prospective financial
information for the years 2016 and 2017 as summarized below,
which we refer to as the Gartner forecast. The Gartner forecast
was provided to CEB management for its use in connection with
CEBs evaluation of the merger. The Gartner forecast was also used
by CEB management to prepare certain financial forecasts,
analyses and projections relating to Gartner which were furnished
to Centerview by CEB for purposes of Centerviews analysis.

The Gartner forecast was not prepared with a view toward public
disclosure and does not necessarily comply with GAAP or the
guidelines published by the SEC or established by the American
Institute of Certified Public Accountants with respect to
prospective financial information. Neither Gartners independent
auditors, CEBs independent auditors, nor any other independent
accountants, have audited, examined, compiled or performed any
procedures with respect to the Gartner forecast, nor have they
expressed any opinion or any other form of assurance on such
information or its achievability, and assume no responsibility
for, and disclaim any association with, the prospective financial
information. The report of Gartners independent registered
accounting firm included in the proxy statement/prospectus
relates to Gartners historical financial information. It does not
extend to the prospective financial information and should not be
read to do so. The Gartner forecast contains non-GAAP financial
measures within the meaning of applicable rules and regulations
of the SEC. Normalized EBITDA, Free Cash Flow and Diluted
Earnings Per Share Excluding Acquisition Adjustments are non-GAAP
financial measures. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial
information presented in compliance with GAAP, and non-GAAP
financial measures as used by Gartner may not be comparable to
similarly titled amounts used by other companies.

Gartner believes that its non-GAAP financial measures are
relevant and useful supplemental information for evaluating its
results of operations as compared from period to period and as
compared to its competitors. Gartner uses these non-GAAP
financial measures for internal budgeting and other managerial
purposes, including

comparison against its competitors, when publicly providing its
business outlook, and as a measurement for potential
acquisitions. Historically, Gartners publicly announced guidance
has included guidance regarding Normalized EBITDA, Free Cash Flow
and Diluted Earnings Per Share Excluding Acquisition Adjustments.

The Gartner forecast is a forward-looking statement that is
subject to risks and uncertainties that could cause actual
results to differ materially from those predicted, and should be
read with caution. See the section entitled Cautionary
Statement Regarding Forward-Looking Statements of the proxy
statement/prospectus. Although presented with numerical
specificity, the Gartner forecast was based on numerous
assumptions and variables that are uncertain and many of which
are beyond the control of Gartner or CEB. The assumptions upon
which the Gartner forecast was based necessarily involve
judgments with respect to future economic, competitive and
regulatory conditions and financial market conditions, all of
which are difficult or impossible to predict. There can be no
assurance that the Gartner forecast will be realized, and actual
results may vary materially from those provided. The Gartner
forecast was prepared by Gartner alone based on information
available at the time the Gartner forecast was prepared and does
not take into account any circumstances or events occurring after
the date on which it was prepared. Given that the Gartner
forecast covers multiple years, by its nature it becomes less
predictive with each successive year.

The Gartner forecast is included solely to give CEB stockholders
access to certain unaudited prospective financial information
that was made available to CEBs management and CEBs financial
advisors in connection with the merger. The inclusion of the CEB
forecast in this proxy statement/prospectus should not be
regarded as an indication that CEB, Gartner or any of their
respective affiliates, advisors or representatives considered the
Gartner forecast to necessarily reflect actual future events, and
the Gartner forecast should not be relied upon as such. Neither
Gartner, CEB nor any of their respective affiliates, advisors,
officers, directors or representatives has made or makes any
representation to any CEB stockholder or other person regarding
the ultimate performance of Gartner compared to the information
contained in the Gartner forecast or that the Gartner forecast
will be achieved. Gartner has made no representation to CEB, in
the merger agreement or otherwise, concerning the CEB forecast.
The Gartner forecast should be evaluated, if at all, in
conjunction with the historical financial statements and other
information regarding Gartner and CEB in the proxy
statement/prospectus and in their other respective public filings
with the SEC. In light of the foregoing factors and the
uncertainties inherent in the Gartner forecast, Gartner
stockholders are cautioned not to place undue reliance on the
Gartner forecast.

The following table summarizes the Gartner forecasts:

	Gartner
($ in millions, except per share data)		2016E				2017E (1)
GAAP Revenue		$	2,435 2,465			$	2,752 2,785
Normalized EBITDA		$	455 475			$	510 532
Free Cash Flow		$	352 372					(2)
Diluted Earnings Per Share Excluding Acquisition Adjustments		$	2.89 3.05					(2)

(1)	As of the date the projections were presented to CEB. The 2017 forecast was subsequently updated and disclosed in the Gartner 2016 year-end 8-K Earnings Release furnished to the SEC on February 2, 2017.

(2)	Not disclosed to CEB.

Definitions of the Non-GAAP Financial Measures Used
Above

Diluted Earnings Per Share Excluding Acquisition
Adjustments:Represents GAAP diluted earnings per share
adjusted for the impact of certain items directly-related to
acquisitions. The adjustment items consist of the amortization of
identifiable intangibles; incremental acquisition and integration
charges related to the achievement of certain performance targets
and employment conditions, as well as legal, consulting,
severance, and other costs; and non-cash fair value adjustments
on pre-acquisition deferred revenues. Gartner believes Diluted
Earnings Per Share Excluding Acquisition Adjustments is an
important measure of its recurring operations, relative to the
GAAP financial measure of diluted earnings per share, as it
excludes items that may not be indicative of Gartners core
operating results.

Normalized EBITDA: Represents operating income excluding
stock-based compensation expense, depreciation and amortization,
accretion on obligations related to excess facilities, and
acquisition and integration charges. Gartner believes Normalized
EBITDA is an important measure of our recurring operations as it
excludes items that may not be indicative of Gartners core
operating results. You are cautioned that Normalized EBITDA is
not a financial measure defined under generally accepted
accounting principles and as a result is considered a non-GAAP
financial measure. Gartner provides this measure to enhance the
users overall understanding of Gartners current financial
performance and Gartners prospects for the future relative to the
GAAP financial measure of net income. Normalized EBITDA should
not be construed as an alternative to any other measure of
performance determined in accordance with generally accepted
accounting principles.

Free Cash Flow: Represents cash provided by operating
activities plus cash acquisition and integration payments less
payments for capital expenditures. Gartner believes that Free
Cash Flow is an important measure of the recurring cash generated
by its core operations that is available to be used to repurchase
our stock, repay debt obligations, invest in future growth
through new business development activities, or make acquisitions
relative to the GAAP financial measure of cash flows from
operating activities.

Interests of CEB Directors and Executive Officers in the
Merger

The disclosure under the heading Interests of CEB Directors
and Executive Officers in the Merger is hereby supplemented by
adding the following disclosure after the last sentence of the
first paragraph under this heading on page 75 of the Registration
Statement:

There have not been discussions between CEB and Gartner, either
before or after the signing of the merger agreement, of the
inclusion of any members of the CEB board on the board of Gartner
after consummation of the merger.

* * *

Additional Supplemental Disclosures

The following additional supplemental disclosures are not covered
by the MOU:

Questions and Answers

The disclosure under the heading Q: What will holders of CEB
restricted share units receive in the merger? is hereby
supplemented by deleting the words and Mr. Lindahl have from the
third sentence of the third paragraph under this heading on pages
ix-x of the Registration Statement and replacing them with the
word has.

Summary

The disclosure under the heading Treatment of Restricted
Stock Units and Performance Stock Units is hereby supplemented by
deleting the words and Mr. Lindahl have from the third sentence
of the third paragraph under this heading on page 3 of the
Registration Statement and replacing them with the word has.

Interests of CEB Directors and Executive Officers in the
Merger

The disclosure under the heading Interests of CEB Directors
and Executive Officers in the Merger is hereby supplemented by
deleting the words and Mr. Lindahl have from the second sentence
of the second paragraph under the table on page 81 of the
Registration Statement and replacing them with the word has.

The Merger Agreement

The disclosure under the heading Treatment of Restricted
Share Units and Performance Share Units in the Merger is hereby
supplemented by deleting the words and Mr. Lindahl have from the
third sentence of the third paragraph under this heading on page
85 of the Registration Statement and replacing them with the word
has

About GARTNER, Inc. (NYSE:IT)

Gartner, Inc. is an information technology research and advisory company. The Company works with clients to research, analyze and interpret the business of information technology (IT) within the context of their individual roles. The Company operates through three segments: Research, which provides objective insight on technology and supply chain initiatives for chief information officers (CIOs) and other IT professionals, supply chain professionals, digital marketing and other business professionals, as well as technology companies and the institutional investment community, through reports, briefings, tools, access to its analysts, peer networking services and membership programs that enable its clients to make decisions about their IT, supply chain and digital marketing initiatives; Consulting, which consists primarily of consulting, measurement engagements and strategic advisory services, and Events, which consists of various symposia, conferences and exhibitions.

GARTNER, Inc. (NYSE:IT) Recent Trading Information

GARTNER, Inc. (NYSE:IT) closed its last trading session up +0.10 at 109.06 with 520,396 shares trading hands.