What changed in this filing

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Item 1. Financial Statements

2024-07-30 compared with 2024-04-30 · 182 added, 87 removed, 622 unchanged (30% of the section changed)

4 unchanged sentences

in thousands, except share data)

March 31, December 31,

June 30, December 31,

Current assets:

38 unchanged sentences

in thousands, except per share data)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Research $ 1,265,992 $ 1,207,885 $ 2,534,164 $ 2,425,076

13 unchanged sentences

Gain on event cancellation insurance claims — — — 3,077

Other income (expense), net 4,891 ( 2,366 )

Other income, net 504 5,575 5,395 3,209

Income before income taxes 299,297 264,124 558,854 645,401

12 unchanged sentences

in thousands)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Net income $ 229,548 $ 198,043 $ 440,093 $ 493,826

10 unchanged sentences

in thousands)

Three Months Ended March 31, 2024

Three and Six Months Ended June 30, 2024

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total

6 unchanged sentences

Balance at March 31, 2024 $ 82 $ 2,373,501 $ ( 82,386 ) $ 4,949,837 $ ( 6,522,860 ) $ 718,174

Three Months Ended March 31, 2023

Net income — — — 229,548 — 229,548

Other comprehensive loss — — 733 — — 733

Issuances under stock plans — 8,587 — — ( 2,161 ) 6,426

Common share repurchases (including excise tax) — — — — ( 347,969 ) ( 347,969 )

Stock-based compensation expense — 39,747 — — — 39,747

Balance at June 30, 2024 $ 82 $ 2,421,835 $ ( 81,653 ) $ 5,179,385 $ ( 6,872,990 ) $ 646,659

Three and Six Months Ended June 30, 2023

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total

6 unchanged sentences

Balance at March 31, 2023 $ 82 $ 2,222,511 $ ( 95,910 ) $ 4,152,609 $ ( 5,806,434 ) $ 472,858

Net income — — — 198,043 — 198,043

Other comprehensive loss — — 10,783 — — 10,783

Issuances under stock plans — 4,313 — — 1,586 5,899

Common share repurchases (including excise tax) — — — — ( 133,310 ) ( 133,310 )

Stock-based compensation expense — 32,233 — — — 32,233

Balance at June 30, 2023 $ 82 $ 2,259,057 $ ( 85,127 ) $ 4,350,652 $ ( 5,938,158 ) $ 586,506

See the accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

in thousands)

Three Months Ended

Six Months Ended

Operating activities:

8 unchanged sentences

Amortization and write-off of deferred financing fees 2,548 2,330

(Gain) loss on de-designated swaps ( 4,462 ) 1,393

Gain on de-designated swaps

( 5,038 ) ( 5,101 )

Changes in assets and liabilities, net of acquisitions and divestitures:

39 unchanged sentences

In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included.

The results of operations for the three months ended March 31, 2024 may not be indicative of the results of operations for the remainder of 2024 or beyond.

The results of operations for the three and six months ended June 30, 2024 may not be indicative of the results of operations for the remainder of 2024 or beyond.

When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc.

2 unchanged sentences

The accompanying interim Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany transactions and balances have been eliminated.

All intercompany transactions and balances have been eliminated.

Use of estimates .

11 unchanged sentences

Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands).

March 31, December 31,

June 30, December 31,

Cash and cash equivalents $ 1,235,785 $ 1,318,999

4 unchanged sentences

Generally, such cash is restricted to use due to provisions contained in the underlying acquisition agreement.

will disburse the restricted cash to the sellers of the business upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

three months ended June 30, 2024,the Company paid $ 0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

Revenue recognition.

8 unchanged sentences

Accounting standards issued but not yet adopted.

The FASB has issued an accounting standard that has not yet become effective as of March 31, 2024 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standard and its potential impact are discussed below.

The FASB has issued accounting standards that have not yet become effective as of June 30, 2024 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standards and their potential impacts are discussed below.

Income Taxes — In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU No.

11 unchanged sentences

Improvements in Reportable Segment Disclosures (“ASU No.

The amendments in the ASU are expected to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators or capital for additional, more detailed information about a reportable segment’s expenses.

The amendments in the ASU are expected to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss.

8 unchanged sentences

In September 2023, the Company acquired 100 % of a formerly independent sales agent of Gartner research products in the Czech Republic for an aggregate purchase price of $ 7.9 million, including cash acquired and deferred consideration.

three months ended March 31, 2024, the Company paid $ 2.0 million of deferred consideration.

six months ended June 30, 2024, the Company paid $ 2.0 million of deferred consideration.

The allocation of the purchase price is preliminary with respect to certain tax matters.

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $ 161.1 million net of post-close adjustments.

The Company recorded pre-tax gains of $ 139.3 million and $ 135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the three months ended March 31, 2023 and the year ended December 31, 2023, respectively.

The Company recorded pre-tax gains of $ 135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the six months ended June 30, 2023.

TalentNeuron was included in the Company’s Research segment.

9 unchanged sentences

Subsequent to completing the 2023 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the three months ended March 31, 2024 (in thousands).

The table below presents changes to the carrying amount of goodwill by segment during the six months ended June 30, 2024 (in thousands).

Research Conferences Consulting Total

1 unchanged sentence

Foreign currency translation impact ( 2,789 ) ( 43 ) ( 206 ) ( 3,038 )

Balance at March 31, 2024 (1) $ 2,654,915 $ 183,963 $ 95,520 $ 2,934,398

Balance at June 30, 2024 (1) $ 2,654,760 $ 183,954 $ 95,508 $ 2,934,222

(1) The Company does no t have any accumulated goodwill impairment losses.

1 unchanged sentence

The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands).

March 31, 2024 Customer

June 30, 2024 Customer

Relationships Technology-related Other Total

3 unchanged sentences

Accumulated amortization (1) ( 623,426 ) ( 11,200 ) ( 6,826 ) ( 641,452 )

Balance at March 31, 2024 $ 473,167 $ 933 $ 3,601 $ 477,701

Balance at June 30, 2024 $ 451,647 $ — $ 3,374 $ 455,021

December 31, 2023 Customer

7 unchanged sentences

and Other— 11 years.

Amortization expense related to finite-lived intangible assets was $ 23.0 million and $ 22.7 million during the three months ended March 31, 2024 and 2023, respectively.

Amortization expense related to finite-lived intangible assets was $ 22.9 million during both the three months ended June 30, 2024 and 2023, and $ 45.9 million and $ 45.6 million during the six months ended June 30, 2024 and 2023, respectively.

The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2024 (remaining nine months) $ 66,973

2024 (remaining six months) $ 44,054

Thereafter 96,445

2 unchanged sentences

By Primary Geographic Market (1)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Primary Geographic Market Research Conferences Consulting Total

3 unchanged sentences

Total revenues $ 1,265,992 $ 186,084 $ 142,984 $ 1,595,060

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Primary Geographic Market Research Conferences Consulting Total

3 unchanged sentences

Total revenues $ 1,207,885 $ 168,897 $ 126,403 $ 1,503,185

Six Months Ended June 30, 2024

Primary Geographic Market Research Conferences Consulting Total

United States and Canada $ 1,667,940 $ 179,209 $ 169,482 $ 2,016,631

Europe, Middle East and Africa 575,193 56,957 71,283 703,433

Other International 291,031 19,987 36,904 347,922

Total revenues $ 2,534,164 $ 256,153 $ 277,669 $ 3,067,986

Six Months Ended June 30, 2023

Primary Geographic Market Research Conferences Consulting Total

United States and Canada $ 1,622,123 $ 172,018 $ 153,388 $ 1,947,529

Europe, Middle East and Africa 526,912 48,010 66,803 641,725

Other International 276,041 13,511 33,248 322,800

Total revenues $ 2,425,076 $ 233,539 $ 253,439 $ 2,912,054

(1) Revenue is reported based on where the sale is fulfilled.

1 unchanged sentence

By Timing of Revenue Recognition

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Timing of Revenue Recognition Research Conferences Consulting Total

2 unchanged sentences

Total revenues $ 1,265,992 $ 186,084 $ 142,984 $ 1,595,060

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Timing of Revenue Recognition Research Conferences Consulting Total

2 unchanged sentences

Total revenues $ 1,207,885 $ 168,897 $ 126,403 $ 1,503,185

Six Months Ended June 30, 2024

Timing of Revenue Recognition Research Conferences Consulting Total

Transferred over time (1) $ 2,369,894 $ — $ 215,171 $ 2,585,065

Transferred at a point in time (2) 164,270 256,153 62,498 482,921

Total revenues $ 2,534,164 $ 256,153 $ 277,669 $ 3,067,986

Six Months Ended June 30, 2023

Timing of Revenue Recognition Research Conferences Consulting Total

Transferred over time (1) $ 2,223,124 $ — $ 200,928 $ 2,424,052

Transferred at a point in time (2) 201,952 233,539 52,511 488,002

Total revenues $ 2,425,076 $ 233,539 $ 253,439 $ 2,912,054

(1) Research revenues in this category are recognized in connection with performance obligations that are satisfied over time using a time-elapsed output method to measure progress.

1 unchanged sentence

(2) The revenues in this category are recognized in connection with performance obligations that are satisfied at the point in time that the contractual deliverables are provided to the customer.

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2024 was approximately $ 5.6 billion.

The Company expects to recognize $ 1.8 billion, $ 2.7 billion and $ 1.1 billion of this revenue (most of which pertains to Research) during the remainder of 2024, the year ending December 31, 2025 and thereafter, respectively.

7 unchanged sentences

The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).

March 31, December 31,

June 30, December 31,

Fees receivable, gross (1) $ 1,413,321 $ 1,610,228

8 unchanged sentences

Both situations occur before the completion of the Company’s performance obligation(s).

The Company recognized revenue of $ 1.0 billion and $ 0.9 billion during the three months ended March 31, 2024 and 2023, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period.

The Company recognized revenue of $ 1.2 billion during both the three months ended June 30, 2024 and 2023, and $ 1.7 billion and $ 1.6 billion during the six months ended June 30, 2024 and 2023, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period.

Those amounts primarily consisted of Research revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods.

During each of the three months ended March 31, 2024 and 2023, the Company did not record any material impairments related to its contract assets.

During each of the three and six months ended June 30, 2024 and 2023, the Company did not record any material impairments related to its contract assets.

Note 5 — Computation of Earnings Per Share

3 unchanged sentences

The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data).

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Net income used for calculating basic and diluted income per share $ 229,548 $ 198,043 $ 440,093 $ 493,826

5 unchanged sentences

(1) Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive.

These anti-dilutive outstanding awards

associated with stock-based compensation plans was de minimis for the three months ended March 31, 2024 and approximately 0.3 million for the three months ended March 31, 2023.

These anti-dilutive outstanding awards associated with stock-based compensation plans was approximately 0.1 million for both the three and six months ended June 30, 2024 and approximately 0.2 million for both the three and six months ended June 30, 2023.

Note 6 — Stock-Based Compensation

1 unchanged sentence

The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents.

As of March 31, 2024, the Company had 5.6 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc.

As of June 30, 2024, the Company had 5.6 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc.

Long-Term Incentive Plan as amended and restated in June 2023 (the “Plan”).

The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions).

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Award type 2024 2023 2024 2023

3 unchanged sentences

Total (1) $ 39.7 $ 32.3 $ 90.2 $ 77.3

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Expense category line item 2024 2023 2024 2023

2 unchanged sentences

Total (1) $ 39.7 $ 32.3 $ 90.2 $ 77.3

(1) Includes costs of $ 30.6 million and $ 26.8 million during the three months ended March 31, 2024 and 2023, respectively, for awards to retirement-eligible employees.

(1) Includes costs of $ 18.4 million and $ 13.1 million during the three months ended June 30, 2024 and 2023, respectively, and $ 49.0 million and $ 39.9 million during the six months ended June 30, 2024 and 2023, respectively, for awards to retirement-eligible employees.

Those awards vest on an accelerated basis.

12 unchanged sentences

There are no intersegment revenues.

The Company does

not identify or allocate assets, including capital expenditures, by reportable segment.

The Company does not identify or allocate assets, including capital expenditures, by reportable segment.

Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

The tables below present information about the Company’s reportable segments for the periods indicated (in thousands).

Three Months Ended March 31, 2024 Research Conferences Consulting Consolidated

Three Months Ended June 30, 2024 Research Conferences Consulting Consolidated

Revenues $ 1,265,992 $ 186,084 $ 142,984 $ 1,595,060

2 unchanged sentences

Operating income $ 318,783

Three Months Ended March 31, 2023 Research Conferences Consulting Consolidated

Three Months Ended June 30, 2023 Research Conferences Consulting Consolidated

Revenues $ 1,207,885 $ 168,897 $ 126,403 $ 1,503,185

2 unchanged sentences

Operating income $ 283,107

Six Months Ended June 30, 2024 Research Conferences Consulting Consolidated

Revenues $ 2,534,164 $ 256,153 $ 277,669 $ 3,067,986

Gross contribution 1,877,690 131,367 108,006 2,117,063

Corporate and other expenses ( 1,524,395 )

Operating income $ 592,668

Six Months Ended June 30, 2023 Research Conferences Consulting Consolidated

Revenues $ 2,425,076 $ 233,539 $ 253,439 $ 2,912,054

Gross contribution 1,784,796 125,238 98,129 2,008,163

Corporate and other expenses ( 1,317,099 )

Operating income $ 691,064

The table below provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands).

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Total segment gross contribution $ 1,094,952 $ 1,031,053 $ 2,117,063 $ 2,008,163

15 unchanged sentences

The Company’s total outstanding borrowings are summarized in the table below (in thousands).

March 31, December 31,

June 30, December 31,

Description 2024 2023

14 unchanged sentences

Net balance sheet carrying amount $ 2,457,872 $ 2,458,296

(1) The contractual annualized interest rate as of March 31, 2024 on the 2024 Credit Agreement was 6.725 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 5.375 % plus a margin of 1.350 %.

(1) The contractual annualized interest rate as of June 30, 2024 on the 2024 Credit Agreement was 6.725 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 5.375 % plus a margin of 1.350 %.

However, the Company has an interest rate swap contract that effectively converts the floating SOFR on outstanding amounts to a fixed base rate.

(2) The Company had approximately $ 0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of March 31, 2024.

(2) The Company had approximately $ 0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of June 30, 2024.

(3) Consists of a State of Connecticut economic development loan originated in 2019 with a 10 -year maturity and bears interest at a fixed rate of 1.75 %.

This loan may be repaid at any time by the Company without penalty.

(4) The weighted average annual effective rate on the Company’s outstanding debt for the three months ended March 31, 2024, including the effects of its interest rate swaps discussed below, was 5.01 %.

(4) The weighted average annual effective rate on the Company’s outstanding debt for the three and six months ended June 30, 2024, including the effects of its interest rate swaps discussed below, was 5.03 % and 5.02 %, respectively.

(5) Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation.

10 unchanged sentences

The applicable margin ranges between 1.125 % and 1.75 %, depending on the lower rate determined by either the Company’s leverage ratio or the credit rating of the Company’s senior unsecured debt.

At March 31, 2024, the applicable all-in margin on the revolving facility was 1.35 % (including the credit spread adjustment).

At June 30, 2024, the applicable all-in margin on the revolving facility was 1.35 % (including the credit spread adjustment).

The commitment fee payable on the unused portion of the facility is equal to between 0.125 % and 0.25 % based on utilization of the facility.

36 unchanged sentences

Interest Rate Swap

As of March 31, 2024, the Company had one fixed-for-floating interest rate swap contract with a notional value of $ 350.0 million that matures in September 2025.

As of June 30, 2024, the Company had one fixed-for-floating interest rate swap contract with a notional value of $ 350.0 million that matures in September 2025.

Under the contract, the Company pays a base fixed rate of 2.98 % and in return receives a floating Term SOFR base rate on 30-day notional borrowings.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to the fair value of the interest rate swap are recorded in Other income (expense), net.

Accordingly, subsequent changes to the fair value of the interest rate swap are recorded in Other income, net.

The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments.

As of March 31, 2024, $ 27.5 million is remaining in Accumulated other comprehensive loss, net.

See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at March 31, 2024 and December 31, 2023.

As of June 30, 2024, $ 22.6 million is remaining in Accumulated other comprehensive loss, net.

See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at June 30, 2024 and December 31, 2023.

See Note 12 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps.

3 unchanged sentences

The Board authorized incremental share repurchases of up to an aggregate additional $ 3.5 billion of the Company’s common stock during 2021, 2022, and 2023.

As of March 31, 2024, $ 831.3 million remained available under the share repurchase program.

As of June 30, 2024, $ 487.8 million remained available under the share repurchase program.

The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions.

2 unchanged sentences

The Company’s share repurchase activity is presented in the table below for the periods indicated.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Number of shares repurchased (1) 778,575 423,833 1,268,309 751,513

Cash paid for repurchased shares (in thousands) (2) $ 339,593 $ 131,522 $ 564,717 $ 238,372

(1) The average purchase price for repurchased shares was $ 459.69 and $ 332.18 for the three months ended March 31, 2024 and 2023, respectively.

The repurchased shares during the three months ended March 31, 2024 and 2023 included purchases for both open market purchases and stock-based compensation award settlements.

(2) The cash paid for repurchased shares during the three months ended March 31, 2023 excluded $ 2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023.

(1) The average purchase price for repurchased shares was $ 442.60 and $ 312.95 for the three months ended June 30, 2024 and 2023, respectively, and $ 449.19 and $ 321.34 for the six months ended June 30, 2024 and 2023, respectively.

The repurchased shares during the three and six months ended June 30, 2024 and 2023 included purchases for both open market purchases and stock-based compensation award settlements.

(2) The cash paid for repurchased shares during the six months ended June 30, 2024 excluded $ 5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024 and excise tax accrued.

The cash paid for repurchased shares during the six months ended June 30, 2023 excluded $ 3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023 and excise tax accrued.

The cash paid for repurchased shares during the three months ended June 30, 2024 excluded $ 5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024 and excise tax accrued.

The cash paid for repurchased shares during the three months ended June 30, 2023 included $ 2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023, and excluded $ 3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023 and excise tax accrued.

Accumulated Other Comprehensive Loss, net (“AOCL”)

The tables below provide information about the changes in AOCL by component and the related amounts reclassified out of AOCL to income during the periods indicated (net of tax, in thousands) (1).

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Interest Rate

2 unchanged sentences

Adjustments Total

Balance – December 31, 2023 $ ( 24,162 ) $ ( 5,731 ) $ ( 46,438 ) $ ( 76,331 )

Balance – March 31, 2024 $ ( 20,561 ) $ ( 5,680 ) $ ( 56,145 ) $ ( 82,386 )

Other comprehensive income (loss) activity during the period:

2 unchanged sentences

Other comprehensive income (loss), net 3,649 51 ( 2,967 ) 733

Balance – June 30, 2024 $ ( 16,912 ) $ ( 5,629 ) $ ( 59,112 ) $ ( 81,653 )

Three Months Ended June 30, 2023

Interest Rate

Swaps Defined

Pension Plans Foreign

Adjustments Total

Balance – March 31, 2023 $ ( 35,414 ) $ ( 4,213 ) $ ( 56,283 ) $ ( 95,910 )

Three Months Ended March 31, 2023

Other comprehensive income (loss) activity during the period:

Change in AOCL before reclassifications to income — — 6,932 6,932

Reclassifications from AOCL to income (2), (3) 3,818 33 — 3,851

Other comprehensive income (loss), net 3,818 33 6,932 10,783

Balance – June 30, 2023 $ ( 31,596 ) $ ( 4,180 ) $ ( 49,351 ) $ ( 85,127 )

Six Months Ended June 30, 2024

Interest Rate

7 unchanged sentences

Other comprehensive income (loss), net 7,250 102 ( 12,674 ) ( 5,322 )

Balance – March 31, 2023 $ ( 35,414 ) $ ( 4,213 ) $ ( 56,283 ) $ ( 95,910 )

Balance – June 30, 2024 $ ( 16,912 ) $ ( 5,629 ) $ ( 59,112 ) $ ( 81,653 )

Six Months Ended June 30, 2023

Interest Rate

Swaps Defined

Pension Plans Foreign

Adjustments Total

Balance – December 31, 2022 $ ( 39,248 ) $ ( 4,247 ) $ ( 58,115 ) $ ( 101,610 )

Other comprehensive income (loss) activity during the period:

Change in AOCL before reclassifications to income — — 8,764 8,764

Reclassifications from AOCL to income (2), (3) 7,652 67 — 7,719

Other comprehensive income (loss), net 7,652 67 8,764 16,483

Balance – June 30, 2023 $ ( 31,596 ) $ ( 4,180 ) $ ( 49,351 ) $ ( 85,127 )

(1) Amounts in parentheses represent debits (deferred losses).

(2) $ 4.8 million and $ 5.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended March 31, 2024 and 2023, respectively.

(2) $ 4.9 million and $ 5.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended June 30, 2024 and 2023, respectively.

$ 9.7 million and $ 10.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the six months ended June 30, 2024 and 2023, respectively.

See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges.

(3) The reclassifications related to defined benefit pension plans were recorded in Other income (expense), net.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at March 31, 2024 that is expected to be reclassified into earnings within the next 12 months is $ 18.7 million.

(3) The reclassifications related to defined benefit pension plans were recorded in Other income, net.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at June 30, 2024 that is expected to be reclassified into earnings within the next 12 months is $ 18.3 million.

Note 10 — Income Taxes

The provision for income taxes was $ 49.0 million and $ 85.5 million for the three months ended March 31, 2024 and 2023, respectively.

The effective income tax rate was 18.9 % and 22.4 % for the three months ended March 31, 2024 and 2023, respectively.

The provision for income taxes was $ 69.7 million and $ 66.1 million for the three months ended June 30, 2024 and 2023, respectively.

The effective income tax rate was 23.3 % and 25.0 % for the three months ended June 30, 2024 and 2023, respectively.

The effective income tax rate is lower in the current year primarily due to larger benefit of research and development tax credits.

The provision for income taxes was $ 118.8 million and $ 151.6 million for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate was 21.3 % and 23.5 % for the six months ended June 30, 2024 and 2023, respectively.

The effective income tax rate was higher in the prior year primarily due to the impact of the sale of the TalentNeuron business.

The Company had gross unrecognized tax benefits of $ 152.4 million on March 31, 2024 and $ 148.4 million on December 31, 2023.

The Company had gross unrecognized tax benefits of $ 157.6 million on June 30, 2024 and $ 148.4 million on December 31, 2023.

It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $ 9.3 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

In January 2024, the Company completed an intercompany transfer of certain intellectual property.

In January 2024, the Company completed an intercompany transfer of certain intellectual property (“IP”).

The tax impact of the transfer did not have a significant impact on our effective tax rate.

Prior to the sale, the Company had a $ 103.1 million deferred tax asset for tax basis in the related IP and a full valuation allowance due to no expected local tax benefit of the asset.

Prior to the sale, the Company had a $ 103.1 million deferred

tax asset for tax basis in the related IP and a full valuation allowance due to no expected local tax benefit of the asset.

As a result of the IP transfer, the deferred tax asset and related valuation allowance were written off with no impact to tax expense.

9 unchanged sentences

The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).

March 31, 2024

June 30, 2024

Derivative Contract Type Number of

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(1) Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to fair value of the interest rate swap are recorded in Other income (expense), net.

Accordingly, subsequent changes to fair value of the interest rate swap are recorded in Other income, net.

The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments.

2 unchanged sentences

The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions.

These contracts are accounted for at fair value with realized and

unrealized gains and losses recognized in Other income (expense), net because the Company does not designate these contracts as hedges for accounting purposes.

All of the outstanding foreign currency forward exchange contracts at March 31, 2024 matured before April 30, 2024.

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income, net because the Company does not designate these contracts as hedges for accounting purposes.

All of the outstanding foreign currency forward exchange contracts at June 30, 2024 matured before July 31, 2024.

(3) See Note 12 — Fair Value Disclosures for the determination of the fair values of these instruments.

At March 31, 2024, all of the Company’s derivative counterparties were investment grade financial institutions.

At June 30, 2024, all of the Company’s derivative counterparties were investment grade financial institutions.

The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features.

The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

Amount recorded in:

2024 2023 2024 2023

Interest expense, net (1) $ 4,870 $ 5,094 $ 9,676 $ 10,211

25 unchanged sentences

The table below presents the fair values of certain financial assets and liabilities that are measured at fair value on a recurring basis in the Company's financial statements (in thousands).

Description March 31,

Description June 30,

2024 December 31,

25 unchanged sentences

Carrying Amount Fair Value

March 31, December 31, March 31, December 31,

June 30, December 31, June 30, December 31,

Description 2024 2023 2024 2023

5 unchanged sentences

The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, right-of-use assets and other long-lived assets, are measured at fair value on a nonrecurring basis when there are indicators of impairment.

During the three months ended March 31, 2024, the Company recorded impairment charges of $ 0.4 million on right-of-use assets and $ 0.1 million on other long-lived assets primarily related to certain office leases that the Company determined will no longer be used.

The impairments were derived by comparing the fair value of the impacted assets to the carrying value of those assets as

of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs.

The Company recorded

impairment losses during the three months ended June 30, 2023 of $ 10.0 million, and $ 0.5 million and $ 18.7 million for the six months ended June 30, 2024 and 2023, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used.

The impairments were derived by comparing the fair

value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs.

See Note 14 — Leases for additional discussion related to these impairment charges.

9 unchanged sentences

Historically, payments made by the Company under these agreements have not been material.

As of March 31, 2024, the Company did not have any material payment obligations under any such indemnification agreements.

As of June 30, 2024, the Company did not have any material payment obligations under any such indemnification agreements.

Note 14 — Leases

14 unchanged sentences

The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the periods indicated (dollars in thousands).

Three Months Ended

Three Months Ended Six Months Ended

2024 2023 2024 2023

Operating lease cost (1) $ 25,656 $ 28,567 $ 51,559 $ 57,366

6 unchanged sentences

$ 3,944 $ 6,344 $ 10,735 $ 7,991

(1) Included in operating lease cost was $ 9.2 million and $ 10.6 million for the three months ended March 31, 2024 and 2023, respectively, for costs related to subleasing activities.

(1) Included in operating lease cost was $ 9.2 million and $ 10.8 million for the three months ended June 30, 2024 and 2023, respectively, and $ 18.4 million and $ 21.4 million for the six months ended June 30, 2024 and 2023, respectively, for costs related to subleasing activities.

(2) These amounts are primarily variable lease and nonlease costs that are not fixed at the lease commencement date or are dependent on something other than an index or a rate.

2 unchanged sentences

The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands).

March 31, December 31,

June 30, December 31,

Accounts payable and accrued liabilities $ 92,567 $ 98,493

3 unchanged sentences

In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

As a result of the evaluation, the Company recognized impairment losses during the three months ended March 31, 2024 and 2023 of $ 0.5 million and $ 8.7 million, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

The impairment losses recorded include $ 0.4 million and $ 6.3 million related to right-of-use assets and $ 0.1 million and $ 2.4 million related to other long-lived assets, primarily leasehold improvements, for the three months ended March 31, 2024 and 2023, respectively.

As a result of the evaluation, the Company recognized impairment losses during the three months ended June 30, 2023 of $ 10.0 million, and $ 0.5 million and $ 18.7 million for the six months ended June 30, 2024 and 2023, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations.

The impairment losses recorded include $ 7.1 million related to right-of-use assets and $ 2.9 million related to other long-lived assets, primarily leasehold improvements, for the three months ended June 30, 2023.

The impairment losses recorded include $ 0.4 million and $ 5.3 million related to right-of-use assets and $ 0.1 million and $ 13.4 million related to other long-lived assets, primarily leasehold improvements, for the six months ended June 30, 2024 and 2023, respectively.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs.

The significant assumptions used in estimating fair values include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.

Note 15 — Subsequent Events

On July 25, 2024 the Company entered into a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021.

The settlement resolves all remaining 2020 and 2021 event cancellation insurance claims for $ 300.0 million.

The Company expects to receive the settlement payment from the insurer during the third quarter of 2024.

On July 25, 2024, the Company’s Board of Directors authorized incremental share repurchases of up to an additional $ 600.0 million of Gartner’s common stock.

This authorization is in addition to the previously authorized repurchases of up to $ 4.7 billion, which, as of the end of July 2024, had approximately $ 450.0 million remaining.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements