What changed in this filing

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Item 1. Financial Statements

2024-11-05 compared with 2024-07-30 · 151 added, 125 removed, 679 unchanged (29% of the section changed)

4 unchanged sentences

in thousands, except share data)

June 30, December 31,

September 30, December 31,

Current assets:

38 unchanged sentences

in thousands, except per share data)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

10 unchanged sentences

Gain from sale of divested operation

— — — ( 135,410 )

Total costs and expenses 1,238,482 1,164,367 3,713,800 3,385,357

2 unchanged sentences

Gain on event cancellation insurance claims 300,000 — 300,000 3,077

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

Other (expense) income, net ( 991 ) 1,877 4,404 5,086

Income before income taxes 526,872 224,474 1,085,726 869,875

12 unchanged sentences

in thousands)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

11 unchanged sentences

in thousands)

Three and Six Months Ended June 30, 2024

Three and Nine Months Ended September 30, 2024

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

1 unchanged sentence

Net income — — — 210,545 — 210,545

Other comprehensive income — — ( 6,055 ) — — ( 6,055 )

Other comprehensive loss

— — ( 6,055 ) — — ( 6,055 )

Issuances under stock plans — 2,712 — — 5,360 8,072

3 unchanged sentences

Net income — — — 229,548 — 229,548

Other comprehensive loss — — 733 — — 733

Other comprehensive income

— — 733 — — 733

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

2 unchanged sentences

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

Net income — — — 415,049 — 415,049

Other comprehensive income

— — 26,020 — — 26,020

Issuances under stock plans — 4,486 — — 1,869 6,355

Common share repurchases (including excise tax) — — — — ( 63,744 ) ( 63,744 )

Stock-based compensation expense — 34,343 — — — 34,343

Balance at September 30, 2024 $ 82 $ 2,460,664 $ ( 55,633 ) $ 5,594,434 $ ( 6,934,865 ) $ 1,064,682

Three and Nine Months Ended September 30, 2023

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

1 unchanged sentence

Net income — — — 295,783 — 295,783

Other comprehensive loss — — 5,700 — — 5,700

Other comprehensive income

— — 5,700 — — 5,700

Issuances under stock plans — ( 2,141 ) — — 9,520 7,379

3 unchanged sentences

Net income — — — 198,043 — 198,043

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

Other comprehensive income

— — 10,783 — — 10,783

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

2 unchanged sentences

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

Net income — — — 180,009 — 180,009

Other comprehensive loss — — ( 9,431 ) — — ( 9,431 )

Issuances under stock plans — 4,914 — — 979 5,893

Common share repurchases (including excise tax) — — — — ( 223,381 ) ( 223,381 )

Stock-based compensation expense — 27,042 — — — 27,042

Balance at September 30, 2023 $ 82 $ 2,291,013 $ ( 94,558 ) $ 4,530,661 $ ( 6,160,560 ) $ 566,638

See the accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

in thousands)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

21 unchanged sentences

Acquisition of business

( 2,000 ) ( 3,800 )

Proceeds from sale of divested operation — 156,057

8 unchanged sentences

Cash used in financing activities ( 615,557 ) ( 434,024 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 48,456 ) 481,092

Net increase in cash and cash equivalents and restricted cash 454,214 574,495

Effects of exchange rates on cash and cash equivalents ( 5,521 ) ( 23,139 )

17 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 and six months ended June 30, 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 nine months ended September 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.

16 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).

June 30, December 31,

September 30, December 31,

Cash and cash equivalents $ 1,768,292 $ 1,318,999

4 unchanged sentences

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

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

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

Revenue recognition.

5 unchanged sentences

Gain on event cancellation insurance claims.

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 resolved all remaining 2020 and 2021 event cancellation insurance claims for $ 300.0 million, which the Company received in August 2024.

In February 2023, the Company received $ 3.1 million of proceeds related to 2020 event cancellation insurance claims.

1 unchanged sentence

Accounting standards issued but not yet adopted.

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 FASB has issued accounting standards that have not yet become effective as of September 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.

23 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.

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.

During the nine months ended September 30, 2024, the Company paid $ 2.0 million of deferred consideration.

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 $ 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.

The Company recorded a pre-tax gain 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 nine months ended September 30, 2023.

TalentNeuron was included in the Company’s Research segment.

9 unchanged sentences

Subsequent to completing the 2024 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 six months ended June 30, 2024 (in thousands).

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

Research Conferences Consulting Total

1 unchanged sentence

Foreign currency translation impact 78 1 441 520

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

Balance at September 30, 2024 (1) $ 2,657,627 $ 183,998 $ 96,155 $ 2,937,780

(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).

June 30, 2024 Customer

September 30, 2024 Customer

Relationships Technology-related Other Total

Gross cost at December 31, 2023 $ 1,077,183 $ 11,200 $ 10,200 $ 1,098,583

Intangible assets fully amortized — ( 11,200 ) — ( 11,200 )

Foreign currency translation impact 14,764 — — 14,764

1 unchanged sentence

Accumulated amortization (1) ( 654,938 ) — ( 7,062 ) ( 662,000 )

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

Balance at September 30, 2024 $ 437,009 $ — $ 3,138 $ 440,147

December 31, 2023 Customer

7 unchanged sentences

and Other— 11 years.

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.

Amortization expense related to finite-lived intangible assets was $ 22.2 million and $ 24.0 million during the three months ended September 30, 2024 and 2023, respectively, and $ 68.1 million and $ 69.6 million during the nine months ended September 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 six months) $ 44,054

2024 (remaining three months) $ 22,352

Thereafter 98,081

2 unchanged sentences

By Primary Geographic Market (1)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Primary Geographic Market Research Conferences Consulting Total

3 unchanged sentences

Total revenues $ 1,280,908 $ 75,776 $ 127,622 $ 1,484,306

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Primary Geographic Market Research Conferences Consulting Total

3 unchanged sentences

Total revenues $ 1,218,739 $ 57,200 $ 132,845 $ 1,408,784

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Primary Geographic Market Research Conferences Consulting Total

3 unchanged sentences

Total revenues $ 3,815,072 $ 331,929 $ 405,291 $ 4,552,292

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Primary Geographic Market Research Conferences Consulting Total

6 unchanged sentences

By Timing of Revenue Recognition

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Timing of Revenue Recognition Research Conferences Consulting Total

2 unchanged sentences

Total revenues $ 1,280,908 $ 75,776 $ 127,622 $ 1,484,306

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Timing of Revenue Recognition Research Conferences Consulting Total

2 unchanged sentences

Total revenues $ 1,218,739 $ 57,200 $ 132,845 $ 1,408,784

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Timing of Revenue Recognition Research Conferences Consulting Total

2 unchanged sentences

Total revenues $ 3,815,072 $ 331,929 $ 405,291 $ 4,552,292

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Timing of Revenue Recognition Research Conferences Consulting Total

5 unchanged sentences

(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 June 30, 2024 was approximately $ 5.6 billion.

The Company expects to recognize $ 1.0 billion, $ 3.0 billion and $ 1.7 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).

June 30, December 31,

September 30, December 31,

Fees receivable, gross (1) $ 1,314,754 $ 1,610,228

8 unchanged sentences

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

The Company recognized revenue of $ 1.2 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.

The Company recognized revenue of $ 1.1 billion and $ 1.0 billion during the three months ended September 30, 2024 and 2023, respectively and $ 2.1 billion and $ 1.9 billion during the nine months ended September 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 and six months ended June 30, 2024 and 2023, the Company did not record any material impairments related to its contract assets.

During each of the three and nine months ended September 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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

6 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 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.

These anti-dilutive outstanding awards associated with stock-based compensation plans was de minimis and approximately 0.1 million for the three and nine months ended September 30, 2024, respectively and approximately 0.1 million for both the three and nine months ended September 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 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.

As of September 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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Award type 2024 2023 2024 2023

3 unchanged sentences

Total (1) $ 34.4 $ 27.1 $ 124.6 $ 104.4

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

Expense category line item 2024 2023 2024 2023

2 unchanged sentences

Total (1) $ 34.4 $ 27.1 $ 124.6 $ 104.4

(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.

(1) Includes costs of $ 12.9 million and $ 8.5 million during the three months ended September 30, 2024 and 2023, respectively, and $ 61.9 million and $ 48.4 million during the nine months ended September 30, 2024 and 2023, respectively, for awards to retirement-eligible employees.

Those awards are expensed on an accelerated basis.

Note 7 — Segment Information

14 unchanged sentences

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

Three Months Ended June 30, 2024 Research Conferences Consulting Consolidated

Three Months Ended September 30, 2024 Research Conferences Consulting Consolidated

Revenues $ 1,280,908 $ 75,776 $ 127,622 $ 1,484,306

2 unchanged sentences

Operating income $ 245,824

Three Months Ended June 30, 2023 Research Conferences Consulting Consolidated

Three Months Ended September 30, 2023 Research Conferences Consulting Consolidated

Revenues $ 1,218,739 $ 57,200 $ 132,845 $ 1,408,784

2 unchanged sentences

Operating income $ 244,417

Six Months Ended June 30, 2024 Research Conferences Consulting Consolidated

Nine Months Ended September 30, 2024 Research Conferences Consulting Consolidated

Revenues $ 3,815,072 $ 331,929 $ 405,291 $ 4,552,292

2 unchanged sentences

Operating income $ 838,492

Six Months Ended June 30, 2023 Research Conferences Consulting Consolidated

Nine Months Ended September 30, 2023 Research Conferences Consulting Consolidated

Revenues $ 3,643,815 $ 290,739 $ 386,284 $ 4,320,838

3 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

6 unchanged sentences

Gain from sale of divested operation

— — — ( 135,410 )

Operating income 245,824 244,417 838,492 935,481

8 unchanged sentences

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

June 30, December 31,

September 30, December 31,

Description 2024 2023

14 unchanged sentences

Net balance sheet carrying amount $ 2,458,889 $ 2,458,296

(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 %.

(1) The contractual annualized interest rate as of September 30, 2024 on the 2024 Credit Agreement was 6.600 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 5.250 % 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 June 30, 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 September 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 and six months ended June 30, 2024, including the effects of its interest rate swaps discussed below, was 5.03 % and 5.02 %, respectively.

(4) The weighted average annual effective rate on the Company’s outstanding debt for the three and nine months ended September 30, 2024, including the effects of its interest rate swaps discussed below, was 4.96 % and 5.00 %, 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 June 30, 2024, the applicable all-in margin on the revolving facility was 1.35 % (including the credit spread adjustment).

At September 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.

1 unchanged sentence

The 2024 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio and covenants limiting the Company’s ability to grant liens, make acquisitions, be acquired and the ability of the Company’s subsidiaries to incur indebtedness.

Subsidiaries of the Company are not required to guarantee obligations under the facility, unless such subsidiaries guarantee indebtedness in excess of a threshold set out in the 2024 Credit Agreement, subject to certain limitations and exceptions.

Subsidiaries of the Company are not required to

guarantee obligations under the facility, unless such subsidiaries guarantee indebtedness in excess of a threshold set out in the 2024 Credit Agreement, subject to certain limitations and exceptions.

The 2024 Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, material inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, ERISA defaults, material judgments, and events constituting a change of control.

32 unchanged sentences

Interest Rate Swap

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.

As of September 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, net.

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

As of September 30, 2024, $ 17.8 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 September 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.

2 unchanged sentences

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $ 1.2 billion of the Company’s common stock.

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

The Board authorized incremental share repurchases of up to an aggregate additional $ 4.1 billion of the Company’s common stock from February 2021 to July 2024.

As of September 30, 2024, $ 1.0 billion 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 Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

1 unchanged sentence

Cash paid for repurchased shares (in thousands) (2) $ 68,660 $ 209,367 $ 633,377 $ 447,739

(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.

(1) The average purchase price for repurchased shares was $ 466.99 and $ 341.11 for the three months ended September 30, 2024 and 2023, respectively, and $ 450.92 and $ 330.50 for the nine months ended September 30, 2024 and 2023, respectively.

The repurchased shares during the three and nine months ended September 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 nine months ended September 30, 2024 excluded excise tax accrued.

The cash paid for repurchased shares during the nine months ended September 30, 2023 excluded $ 15.0 million of open market purchases with trade dates in September 2023 that settled in October 2023 and excise tax accrued.

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

The cash paid for repurchased shares during the three months ended September 30, 2023 included $ 3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023, and excluded $ 15.0 million of open market purchases with trade dates in September 2023 that settled in October 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 June 30, 2024

Three Months Ended September 30, 2024

Interest Rate

2 unchanged sentences

Adjustments Total

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

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

Other comprehensive income (loss) activity during the period:

Change in AOCL before reclassifications to income

— — 22,398 22,398

Reclassifications from AOCL to income (2), (3)

3,571 51 — 3,622

Other comprehensive income (loss), net 3,571 51 22,398 26,020

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

Three Months Ended June 30, 2023

Balance – September 30, 2024 $ ( 13,341 ) $ ( 5,578 ) $ ( 36,714 ) $ ( 55,633 )

Three Months Ended September 30, 2023

Interest Rate

2 unchanged sentences

Adjustments Total

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

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

Other comprehensive income (loss) activity during the period:

Change in AOCL before reclassifications to income

— — ( 13,171 ) ( 13,171 )

Reclassifications from AOCL to income (2), (3)

3,707 33 — 3,740

Other comprehensive income (loss), net 3,707 33 ( 13,171 ) ( 9,431 )

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

Six Months Ended June 30, 2024

Balance – September 30, 2023 $ ( 27,889 ) $ ( 4,147 ) $ ( 62,522 ) $ ( 94,558 )

Nine Months Ended September 30, 2024

Interest Rate

5 unchanged sentences

Change in AOCL before reclassifications to income

— — 9,724 9,724

Reclassifications from AOCL to income (2), (3)

10,821 153 — 10,974

Other comprehensive income (loss), net 10,821 153 9,724 20,698

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

Six Months Ended June 30, 2023

Balance – September 30, 2024 $ ( 13,341 ) $ ( 5,578 ) $ ( 36,714 ) $ ( 55,633 )

Nine Months Ended September 30, 2023

Interest Rate

5 unchanged sentences

Change in AOCL before reclassifications to income

— — ( 4,407 ) ( 4,407 )

Reclassifications from AOCL to income (2), (3)

11,359 100 — 11,459

Other comprehensive income (loss), net 11,359 100 ( 4,407 ) 7,052

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

Balance – September 30, 2023 $ ( 27,889 ) $ ( 4,147 ) $ ( 62,522 ) $ ( 94,558 )

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

(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.

(2) $ 4.8 million and $ 4.9 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended September 30, 2024 and 2023, respectively.

$ 14.4 million and $ 15.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the nine months ended September 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, 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.

(3) The reclassifications related to defined benefit pension plans were recorded in Other (expense) 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 September 30, 2024 that is expected to be reclassified into earnings within the next 12 months is $ 17.8 million.

Note 10 — Income Taxes

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 provision for income taxes was $ 111.8 million and $ 44.5 million for the three months ended September 30, 2024 and 2023, respectively.

The effective income tax rate was 21.2 % and 19.8 % for the three months ended September 30, 2024 and 2023, respectively.

The effective income tax rate is higher in the current year primarily due to favorable impact of the expiration of statutes for uncertain tax positions in the three months ended September 30, 2023.

The provision for income taxes was $ 230.6 million and $ 196.0 million for the nine months ended September 30, 2024 and 2023, respectively.

The effective income tax rate was 21.2 % and 22.5 % for the nine months ended September 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 $ 157.6 million on June 30, 2024 and $ 148.4 million on December 31, 2023.

The Company had gross unrecognized tax benefits of $ 166.5 million on September 30, 2024 and $ 148.4 million on December 31, 2023.

It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $ 9.4 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

2 unchanged sentences

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.

tax asset for tax basis in the related IP and a full valuation allowance due to there being 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).

June 30, 2024

September 30, 2024

Derivative Contract Type Number of

5 unchanged sentences

in AOCL, net of tax

Interest rate swap (1) 1 $ 350,000 $ 1,108 Other assets $ ( 16,912 )

6,827 Other current assets

Interest rate swap (1) 1 $ 350,000 $ 2,917 Other current assets $ ( 13,341 )

Foreign currency forwards (2) 27 96,449 ( 210 ) Accrued liabilities —

12 unchanged sentences

(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, net.

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

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other (expense) 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 September 30, 2024 matured before October 31, 2024.

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

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

At September 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 Six Months Ended

June 30, June 30,

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 Nine Months Ended

September 30, September 30,

Amount recorded in:

27 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 June 30,

Description September 30,

2024 December 31,

25 unchanged sentences

Carrying Amount Fair Value

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

September 30, December 31, September 30, December 31,

Description 2024 2023 2024 2023

6 unchanged sentences

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.

impairment losses during the three months ended September 30, 2024 and 2023 of $ 2.4 million and $ 0.3 million, respectively, and $ 3.0 million and $ 19.0 million for the nine months ended September 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.

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

As of September 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 Six Months Ended

Three Months Ended Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,426 $ 1,476 $ 13,161 $ 9,467

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

(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.

(1) Included in operating lease cost was $ 9.1 million and $ 10.9 million for the three months ended September 30, 2024 and 2023, respectively, and $ 27.5 million and $ 32.3 million for the nine months ended September 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).

June 30, December 31,

September 30, December 31,

Accounts payable and accrued liabilities $ 92,763 $ 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 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.

As a result of the evaluation, the Company recognized impairment losses during the three months ended September 30, 2024 and 2023 of $ 2.4 million and $ 0.3 million, respectively, and $ 3.0 million and $ 19.0 million for the nine months ended September 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 $ 2.6 million and $ 0.1 million related to other long-lived assets, primarily leasehold improvements, for the three months ended September 30, 2024 and 2023, respectively.

The impairment losses recorded include $ 0.2 million and $ 13.6 million related to right-of-use assets and $ 2.8 million and $ 5.4 million related to other long-lived assets, primarily leasehold improvements, for the nine months ended September 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