Item 1. FINANCIAL STATEMENTS

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Item 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


	September 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	1,768,292	$	1,318,999
Fees receivable, net of allowances of $9,000 for both periods	1,305,754		1,601,228
Deferred commissions	303,999		380,479
Prepaid expenses and other current assets	173,484		127,180

Total current assets	3,551,529		3,427,886
Property, equipment and leasehold improvements, net	254,101		262,718
Operating lease right-of-use assets	326,211		366,809
Goodwill	2,937,780		2,937,260
Intangible assets, net	440,147		501,958
Other assets	335,682		339,288
Total Assets	$	7,845,450	$	7,835,919
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	909,821	$	1,127,604
Deferred revenues	2,562,139		2,640,515
Current portion of long-term debt	—		9,600

Total current liabilities	3,471,960		3,777,719
Long-term debt, net of deferred financing fees	2,458,889		2,448,696
Operating lease liabilities	452,311		513,406
Other liabilities	397,608		415,464
Total Liabilities	6,780,768		7,155,285
Stockholders’ Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82
Additional paid-in capital	2,460,664		2,320,289
Accumulated other comprehensive loss, net	(55,633)		(76,331)
Accumulated earnings	5,594,434		4,739,292
Treasury stock, at cost, 86,094,671 and 85,264,526 common shares, respectively	(6,934,865)		(6,302,698)
Total Stockholders’ Equity	1,064,682		680,634
Total Liabilities and Stockholders’ Equity	$	7,845,450	$	7,835,919

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Revenues:
Research	$	1,280,908	$	1,218,739	$	3,815,072	$	3,643,815
Conferences	75,776		57,200		331,929		290,739
Consulting	127,622		132,845		405,291		386,284
Total revenues	1,484,306		1,408,784		4,552,292		4,320,838
Costs and expenses:
Cost of services and product development	475,342		450,841		1,448,097		1,373,398
Selling, general and administrative	711,729		660,527		2,113,633		1,997,785
Depreciation	29,082		24,547		82,993		72,155
Amortization of intangibles	22,170		23,989		68,100		69,625
Acquisition and integration charges	159		4,463		977		7,804
Gain from sale of divested operation	—		—		—		(135,410)
Total costs and expenses	1,238,482		1,164,367		3,713,800		3,385,357
Operating income	245,824		244,417		838,492		935,481
Interest expense, net	(17,961)		(21,820)		(57,170)		(73,769)
Gain on event cancellation insurance claims	300,000		—		300,000		3,077

Other (expense) income, net	(991)		1,877		4,404		5,086
Income before income taxes	526,872		224,474		1,085,726		869,875
Provision for income taxes	111,823		44,465		230,584		196,040
Net income	$	415,049	$	180,009	$	855,142	$	673,835

Net income per share:
Basic	$	5.36	$	2.28	$	10.98	$	8.51
Diluted	$	5.32	$	2.26	$	10.90	$	8.44
Weighted average shares outstanding:
Basic	77,484		78,923		77,880		79,220
Diluted	77,968		79,520		78,444		79,862

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Net income	$	415,049	$	180,009	$	855,142	$	673,835
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	22,398		(13,171)		9,724		(4,407)
Interest rate swaps – net change in deferred gain or loss	3,571		3,707		10,821		11,359
Pension plans – net change in deferred actuarial loss	51		33		153		100
Other comprehensive income (loss), net of tax	26,020		(9,431)		20,698		7,052
Comprehensive income	$	441,069	$	170,578	$	875,840	$	680,887

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited; in thousands)


Three and Nine Months Ended September 30, 2024
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2023	$	82	$	2,320,289	$	(76,331)	$	4,739,292	$	(6,302,698)	$	680,634
Net income	—		—		—		210,545		—		210,545
Other comprehensive loss	—		—		(6,055)		—		—		(6,055)
Issuances under stock plans	—		2,712		—		—		5,360		8,072
Common share repurchases (including excise tax)	—		—		—		—		(225,522)		(225,522)
Stock-based compensation expense	—		50,500		—		—		—		50,500
Balance at March 31, 2024	$	82	$	2,373,501	$	(82,386)	$	4,949,837	$	(6,522,860)	$	718,174
Net income	—		—		—		229,548		—		229,548
Other comprehensive income	—		—		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
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
Balance at December 31, 2022	$	82	$	2,179,604	$	(101,610)	$	3,856,826	$	(5,707,104)	$	227,798
Net income	—		—		—		295,783		—		295,783
Other comprehensive income	—		—		5,700		—		—		5,700
Issuances under stock plans	—		(2,141)		—		—		9,520		7,379
Common share repurchases	—		—		—		—		(108,850)		(108,850)
Stock-based compensation expense	—		45,048		—		—		—		45,048
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 income	—		—		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
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.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Nine Months Ended
	September 30,
	2024		2023
Operating activities:
Net income	$	855,142	$	673,835
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	151,093		141,780
Stock-based compensation expense	124,590		104,323
Deferred taxes	(5,800)		(49,550)
Gain from sale of divested operation	—		(135,410)
Loss on impairment of lease related assets	2,950		19,062
Reduction in the carrying amount of operating lease right-of-use assets	48,431		52,741
Amortization and write-off of deferred financing fees	3,565		3,506
Gain on de-designated swaps	(2,152)		(7,650)
Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net	286,634		418,033
Deferred commissions	75,783		77,510
Prepaid expenses and other current assets	(46,954)		(39,204)
Other assets	(35,565)		(28,752)
Deferred revenues	(83,961)		(51,412)
Accounts payable and accrued and other liabilities	(224,189)		(247,405)
Cash provided by operating activities	1,149,567		931,407
Investing activities:
Additions to property, equipment and leasehold improvements	(77,796)		(75,145)
Acquisition of business	(2,000)		(3,800)
Proceeds from sale of divested operation	—		156,057

Cash (used in) provided by investing activities	(79,796)		77,112
Financing activities:
Proceeds from employee stock purchase plan	20,792		19,115


Payments of deferred financing fees	(2,972)		—
Proceeds from revolving credit facility	274,400		—

Payments on long-term debt	(274,400)		(5,400)
Purchases of treasury stock	(633,377)		(447,739)
Cash used in financing activities	(615,557)		(434,024)
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)
Cash and cash equivalents and restricted cash, beginning of period	1,319,599		698,599
Cash and cash equivalents and restricted cash, end of period	$	1,768,292	$	1,249,955

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.

Segments. Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues and other financial information for the Company’s segments are discussed in Note 7 — Segment Information.

Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2023.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. 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 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. and its consolidated subsidiaries.

Principles of consolidation. The accompanying interim Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Use of estimates. The preparation of the accompanying interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in these interim Condensed Consolidated Financial Statements to be reasonable.

Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between estimates and actual results could be material and would be reflected in the Company’s consolidated financial statements in future periods.

Cash and cash equivalents and restricted cash. 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).


	September 30,		December 31,
	2024		2023
Cash and cash equivalents	$	1,768,292	$	1,318,999
Restricted cash classified in (1):
Prepaid expenses and other current assets	—		600

Cash and cash equivalents and restricted cash	$	1,768,292	$	1,319,599

(1)Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying acquisition agreement. During the

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. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Revenue is only recognized when all of the required criteria for revenue recognition have been met. The accompanying Condensed Consolidated Statements of Operations present revenue net of any sales or value-added taxes that we collect from customers and remit to government authorities. ASC Topic 270 requires certain disclosures in interim financial statements around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Note 4 — Revenue and Related Matters provides additional information regarding the Company’s revenues.

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. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Accounting standards issued but not yet adopted. 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.

Income Taxes— In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU No. 2023-09”). The amendments in this ASU are expected to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires entities to enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Companies will need to disaggregate the disclosure of income taxes paid (net of refunds received) by federal, state, and foreign taxes on an annual basis. Additionally, on an annual basis, companies would disclose income taxes paid disaggregated by individual jurisdiction using a quantitative threshold of 5% of total income taxes paid. Public business entities would also be required to provide, on an annual basis, rate reconciliation information by specific categories, including state and local income tax, the effect of cross-border tax laws, foreign tax effects, changes in prior year unrecognized tax benefits, and tax credits, among others. Additionally, some categories would then require disaggregation based on a quantitative threshold of 5%. The foreign tax effect category requires disaggregation by both jurisdiction and nature. The ASU also requires additional qualitative disclosures. All public entities will be required to report income tax information in accordance with the new guidance starting in annual periods beginning after December 15, 2024. The Company expects this ASU to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Segment Reporting— In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements in Reportable Segment Disclosures (“ASU No. 2023-07”). 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. The amendments in the ASU require that a public company provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under ASC 280 in interim periods. The amendments in the ASU also require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss. The amendments in the ASU, among other items, also requires that a public company disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU applies to all public entities that are required to report segment information in accordance with Topic 280. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023 and for interim periods within annual periods beginning after December 15, 2024. The Company expects this ASU to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Note 2 — Acquisition and Divestiture

Acquisition

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

Divestiture

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 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.

Note 3 — Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then a quantitative impairment test is performed. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the estimates are subject to uncertainty.

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2024 that indicated no impairment. 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 nine months ended September 30, 2024 (in thousands).


	Research		Conferences		Consulting		Total
Balance at December 31, 2023 (1)	$	2,657,549	$	183,997	$	95,714	$	2,937,260


Foreign currency translation impact	78		1		441		520
Balance at September 30, 2024 (1)	$	2,657,627	$	183,998	$	96,155	$	2,937,780

(1)The Company does not have any accumulated goodwill impairment losses.

Finite-Lived Intangible Assets

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


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
Gross cost	1,091,947		—		10,200		1,102,147
Accumulated amortization (1)	(654,938)		—		(7,062)		(662,000)
Balance at September 30, 2024	$	437,009	$	—	$	3,138	$	440,147


December 31, 2023	Customer Relationships		Technology-related		Other		Total
Gross cost	$	1,077,183	11,200		$	10,200	$	1,098,583
Accumulated amortization (1)	(580,937)		(9,333)		(6,355)		(596,625)
Balance at December 31, 2023	$	496,246	$	1,867	$	3,845	$	501,958

(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 years; and Other—11 years.

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 three months)	$	22,352
2025	82,606
2026	79,932
2027	79,324
2028	77,852
Thereafter	98,081
	$	440,147

Note 4 — Revenue and Related Matters

Disaggregated Revenue — The Company’s disaggregated revenue by reportable segment is presented in the tables below for the periods indicated (in thousands).

By Primary Geographic Market (1)


Three Months Ended September 30, 2024
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	836,195	$	8,191	$	79,448	$	923,834
Europe, Middle East and Africa	297,916		40,486		30,637		369,039
Other International	146,797		27,099		17,537		191,433
Total revenues	$	1,280,908	$	75,776	$	127,622	$	1,484,306

Three Months Ended September 30, 2023
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	822,401	$	7,652	$	87,409	$	917,462
Europe, Middle East and Africa	261,813		30,398		29,502		321,713
Other International	134,525		19,150		15,934		169,609
Total revenues	$	1,218,739	$	57,200	$	132,845	$	1,408,784

Nine Months Ended September 30, 2024
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	2,504,135	$	187,400	$	248,930	$	2,940,465
Europe, Middle East and Africa	873,109		97,443		101,920		1,072,472
Other International	437,828		47,086		54,441		539,355
Total revenues	$	3,815,072	$	331,929	$	405,291	$	4,552,292

Nine Months Ended September 30, 2023
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	2,444,524	$	179,670	$	240,797	$	2,864,991
Europe, Middle East and Africa	788,725		78,408		96,305		963,438
Other International	410,566		32,661		49,182		492,409
Total revenues	$	3,643,815	$	290,739	$	386,284	$	4,320,838

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

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents.

By Timing of Revenue Recognition


Three Months Ended September 30, 2024
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,206,182	$	—	$	101,246	$	1,307,428
Transferred at a point in time (2)	74,726		75,776		26,376		176,878
Total revenues	$	1,280,908	$	75,776	$	127,622	$	1,484,306

Three Months Ended September 30, 2023
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,125,285	$	—	$	99,719	$	1,225,004
Transferred at a point in time (2)	93,454		57,200		33,126		183,780
Total revenues	$	1,218,739	$	57,200	$	132,845	$	1,408,784


Nine Months Ended September 30, 2024
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	3,576,076	$	—	$	316,417	$	3,892,493
Transferred at a point in time (2)	238,996		331,929		88,874		659,799
Total revenues	$	3,815,072	$	331,929	$	405,291	$	4,552,292

Nine Months Ended September 30, 2023
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	3,348,409	$	—	$	300,647	$	3,649,056
Transferred at a point in time (2)	295,406		290,739		85,637		671,782
Total revenues	$	3,643,815	$	290,739	$	386,284	$	4,320,838

(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. Consulting revenues in this category are recognized over time using costs incurred to date relative to total estimated costs at completion.

(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 September 30, 2024 was approximately $5.7 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. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

Customer Contract Assets and Liabilities — The timing of the recognition of revenue and the amount and timing of the Company’s billings and cash collections, including upfront customer payments, result in the recognition of both assets and liabilities on the Company’s Condensed Consolidated Balance Sheets. The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).


	September 30,		December 31,
	2024		2023
Assets:
Fees receivable, gross (1)	$	1,314,754	$	1,610,228
Contract assets recorded in Prepaid expenses and other current assets (2)	$	31,977	$	28,791

Contract liabilities:
Deferred revenues (current liability) (3)	$	2,562,139	$	2,640,515
Non-current deferred revenues recorded in Other liabilities (3)	24,398		33,490
Total contract liabilities	$	2,586,537	$	2,674,005

(1)Fees receivable represent an unconditional right to payment from the Company’s customers and include both billed and unbilled amounts.

(2)Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restrictions.

(3)Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s).

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 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

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.

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				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Net income used for calculating basic and diluted income per share	$	415,049	$	180,009	$	855,142	$	673,835
Denominator:
Weighted average common shares used in the calculation of basic income per share	77,484		78,923		77,880		79,220
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	484		597		564		642
Shares used in the calculation of diluted income per share	77,968		79,520		78,444		79,862
Basic income per share	$	5.36	$	2.28	$	10.98	$	8.51
Diluted income per share	$	5.32	$	2.26	$	10.90	$	8.44

(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 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

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. 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				Nine Months Ended
	September 30,				September 30,
Award type	2024		2023		2024		2023
Stock appreciation rights	$	3.0	$	2.5	$	10.6	$	8.1
Restricted stock units	31.2		24.3		113.2		95.4
Common stock equivalents	0.2		0.3		0.8		0.9
Total (1)	$	34.4	$	27.1	$	124.6	$	104.4


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Expense category line item	2024		2023		2024		2023
Cost of services and product development	$	13.8	$	11.5	$	48.6	$	42.5
Selling, general and administrative	20.6		15.6		76.0		61.9
Total (1)	$	34.4	$	27.1	$	124.6	$	104.4

(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

The Company’s products and services are delivered through three segments – Research, Conferences and Consulting, as described below.

Research** equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
Conferences** provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
Consulting** serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. 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 September 30, 2024	Research		Conferences		Consulting		Consolidated
Revenues	$	1,280,908	$	75,776	$	127,622	$	1,484,306
Gross contribution	943,426		30,489		41,517		1,015,432
Corporate and other expenses							(769,608)
Operating income							$	245,824

Three Months Ended September 30, 2023	Research		Conferences		Consulting		Consolidated
Revenues	$	1,218,739	$	57,200	$	132,845	$	1,408,784
Gross contribution	894,149		20,449		48,551		963,149
Corporate and other expenses							(718,732)
Operating income							$	244,417


Nine Months Ended September 30, 2024	Research		Conferences		Consulting		Consolidated
Revenues	$	3,815,072	$	331,929	$	405,291	$	4,552,292
Gross contribution	2,821,116		161,856		149,523		3,132,495
Corporate and other expenses							(2,294,003)
Operating income							$	838,492

Nine Months Ended September 30, 2023	Research		Conferences		Consulting		Consolidated
Revenues	$	3,643,815	$	290,739	$	386,284	$	4,320,838
Gross contribution	2,678,945		145,687		146,680		2,971,312
Corporate and other expenses							(2,035,831)
Operating income							$	935,481

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Total segment gross contribution	$	1,015,432	$	963,149	$	3,132,495	$	2,971,312
Costs and expenses:
Cost of services and product development - unallocated (1)	6,468		5,206		28,300		23,872
Selling, general and administrative	711,729		660,527		2,113,633		1,997,785
Depreciation and amortization	51,252		48,536		151,093		141,780
Acquisition and integration charges	159		4,463		977		7,804
Gain from sale of divested operation	—		—		—		(135,410)
Operating income	245,824		244,417		838,492		935,481
Interest expense and other, net	(18,952)		(19,943)		(52,766)		(68,683)
Gain on event cancellation insurance claims	300,000		—		300,000		3,077

Less: Provision for income taxes	111,823		44,465		230,584		196,040
Net income	$	415,049	$	180,009	$	855,142	$	673,835

(1)The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100% of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate.

Note 8 — Debt

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


	September 30,		December 31,
Description	2024		2023
2024 Credit Agreement - Revolving facility (1), (2)	$	274,400	$	—
2020 Credit Agreement - Term loan facility	—		274,400
2020 Credit Agreement - Revolving credit facility	—		—
4.50% Senior Notes due 2028 (“2028 Notes”)	800,000		800,000
3.625% Senior Notes due 2029 (“2029 Notes”)	600,000		600,000
3.75% Senior Notes due 2030 (“2030 Notes”)	800,000		800,000
Other (3)	5,000		5,000
Principal amount outstanding (4)	2,479,400		2,479,400
Less: deferred financing fees (5)	(20,511)		(21,104)
Net balance sheet carrying amount	$	2,458,889	$	2,458,296

(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 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 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.

2024 Credit Agreement

On March 26, 2024, the Company entered into a Credit Agreement (the “2024 Credit Agreement”) among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).

The 2024 Credit Agreement provides for a $1.0 billion senior unsecured five-year revolving facility. The facility may be increased, at the Company’s option and under certain conditions, by up to an additional $750 million in the aggregate. The facility may be used for revolving loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until March 26, 2029, at which time all amounts borrowed must be repaid, subject to customary extension mechanics.

On March 26, 2024, the Company borrowed $274.4 million under the 2024 Credit Agreement. The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement. Additional amounts borrowed under the 2024 Credit Agreement will be used for working capital needs and general corporate purposes of the Company and its subsidiaries, including the funding of acquisitions and investments, payment of capital expenditures and the repurchase of shares.

Interest under the revolving facility accrues, at a variable rate, based on, at our option, (i) the Secured Overnight Funding Rate (“SOFR”) plus a credit spread adjustment of 0.10% or (ii) an alternate base rate (“Base Rate”) plus, in each case, an applicable margin, and is payable monthly. 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 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. The Company has also agreed to pay customary letter of credit fees.

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.

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. The occurrence of an event of default allows the lenders to terminate their obligations to lend under the 2024 Credit Agreement and could result in the acceleration of the Company’s obligations under the facility.

2029 Notes

On June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029.

The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes in connection with certain equity offerings, or some or all of the 2029 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2029 Note Indenture.

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2029 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2029 Notes was issued.

2030 Notes

On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030.

The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2030 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2030 Notes was issued.

2028 Notes

On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2028 Notes were issued at an issue price of 100.0% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1, 2028.

The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture.

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2028 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2028 Notes was issued.

2020 Credit Agreement

Prior to entering into the 2024 Credit Agreement, the Company had a credit facility that provided for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contained certain customary restrictive loan covenants, including, among others, financial covenants that applied a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. On March 26, 2024, concurrently with the Company’s entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement and repaid all amounts outstanding.

Interest Rate Swap

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 (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 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.

Note 9 — Equity

Share Repurchase Authorization

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 $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. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Number of shares repurchased (1)	136,319		648,616		1,404,628		1,400,129
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 $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 September 30, 2024


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
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 – September 30, 2024	$	(13,341)	$	(5,578)	$	(36,714)	$	(55,633)

Three Months Ended September 30, 2023


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
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 – September 30, 2023	$	(27,889)	$	(4,147)	$	(62,522)	$	(94,558)


Nine Months Ended September 30, 2024
	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2023	$	(24,162)	$	(5,731)	$	(46,438)	$	(76,331)
Other comprehensive income (loss) activity during the period:
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 – September 30, 2024	$	(13,341)	$	(5,578)	$	(36,714)	$	(55,633)


Nine Months Ended September 30, 2023
	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation 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	—		—		(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 – September 30, 2023	$	(27,889)	$	(4,147)	$	(62,522)	$	(94,558)

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

(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 (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 $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 $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.

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 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. The Company’s intellectual property footprint continues to evolve and may result in tax rate volatility in the future.

The Organization for Economic Co-operation and Development (“the OECD”) has issued various tax proposals including a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a 15% global corporate minimum tax rate. Several countries in which Gartner does business have proposed or enacted new laws to align with OECD Pillar Two proposals. The minimum tax is treated as a current cost beginning in 2024 and does not have a significant impact on the Company's effective tax rate for the current period. Significant details around the provisions are still uncertain as the OECD and participating countries continue to work on defining the underlying rules and administrative procedures. The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

Note 11 — Derivatives and Hedging

The Company enters into a limited number of derivative contracts to mitigate the cash flow risk associated with changes in interest rates on variable-rate debt and changes in foreign exchange rates on forecasted foreign currency transactions. The Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value. The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).


September 30, 2024
Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCL, net of tax
Interest rate swap (1)	1	$	350,000	$	2,917	Other current assets	$	(13,341)
Foreign currency forwards (2)	27	96,449		(210)		Accrued liabilities	—
Total	28	$	446,449	$	2,707		$	(13,341)


December 31, 2023
Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCL, net of tax
Interest rate swap (1)	1	$	350,000	$	1,097	Other assets	$	(24,162)
				5,962		Other current assets
Foreign currency forwards (2)	111	525,719		180		Other current assets	—
Total	112	$	875,719	$	7,239		$	(24,162)

(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 (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. See Note 8 — Debt for additional information regarding the Company’s interest rate swap contract.

(2)The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. 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 (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 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				Nine Months Ended
	September 30,				September 30,
Amount recorded in:	2024		2023		2024		2023
Interest expense, net (1)	$	4,766	$	4,948	$	14,442	$	15,159
Other (income) expense, net (2)	721		(2,567)		(5,348)		(8,367)
Total (income) expense, net	$	5,487	$	2,381	$	9,094	$	6,792

(1)Consists of interest expense from interest rate swap contracts.

(2)Consists of net realized and unrealized gains and losses on foreign currency forward contracts and gains and losses on de-designated interest rate swaps.

Note 12 — Fair Value Disclosures

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2024 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities.

The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are recorded gross in the Company’s Condensed Consolidated Balance Sheets.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. Generally, the Company does not utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company when certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. Additionally, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 3 — Goodwill and Intangible Assets. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.

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	September 30, 2024		December 31, 2023
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1)	$	16,049	$	10,290
Total Level 1 inputs	16,049		10,290
Values based on Level 2 inputs:
Deferred compensation plan assets (1)	128,634		104,555
Foreign currency forward contracts (2)	43		1,646
Interest rate swap contract (3)	2,917		7,059
Total Level 2 inputs	131,594		113,260
Total Assets	$	147,643	$	123,550
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)	$	146,901	$	121,708
Foreign currency forward contracts (2)	253		1,466

Total Level 2 inputs	147,154		123,174
Total Liabilities	$	147,154	$	123,174

(1)The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees. The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts, which are valued based on Level 1 or Level 2 inputs. The related deferred compensation plan liabilities are recorded at fair value, or the estimated amount needed to settle the liability, which the Company considers to be a Level 2 input.

(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 11 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.

(3)The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 8 — Debt). The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker. This valuation is based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in the Company’s Condensed Consolidated Balance Sheets (in thousands). The estimated fair value of the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.


	Carrying Amount				Fair Value
	September 30,		December 31,		September 30,		December 31,
Description	2024		2023		2024		2023
2028 Notes	$	794,989	$	794,088	$	793,112	$	759,040
2029 Notes	595,447		594,794		573,492		543,408
2030 Notes	793,861		793,189		751,296		709,600
Total	$	2,184,297	$	2,182,071	$	2,117,900	$	2,012,048

Assets and liabilities measured at fair value on a non-recurring basis

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. The Company recorded

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. 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.

Note 13 — Contingencies

Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. A provision is recorded for pending litigation in the Company’s consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.

Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of September 30, 2024, the Company did not have any material payment obligations under any such indemnification agreements.

Note 14 — Leases

The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2024 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these lease agreements include (i) renewal options to extend the lease term for up to ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2024 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

All of the Company’s leasing and subleasing activity is recognized in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. 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				Nine Months Ended
	September 30,				September 30,
Description:	2024		2023		2024		2023
Operating lease cost (1)	$	25,446	$	27,941	$	77,005	$	85,307
Lease cost (2)	6,785		6,073		17,489		16,353
Sublease income	(13,366)		(13,906)		(37,055)		(39,831)
Total lease cost, net (3) (4)	$	18,865	$	20,108	$	57,439	$	61,829
Cash paid for amounts included in the measurement of operating lease liabilities	$	33,925	$	39,645	$	106,761	$	109,787
Cash receipts from sublease arrangements	$	11,425	$	13,362	$	34,519	$	38,580
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,426	$	1,476	$	13,161	$	9,467

(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.

(3)The Company did not capitalize any operating lease costs during any of the periods presented.

(4)Amount excludes impairment charges on lease related assets, as discussed below.

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).


	September 30,		December 31,
Description:	2024		2023
Accounts payable and accrued liabilities	$	92,763	$	98,493
Operating lease liabilities	452,311		513,406
Total operating lease liabilities included in the Condensed Consolidated Balance Sheets	$	545,074	$	611,899

As a result and in consideration of the changing nature of the Company’s use of office space, the Company continues to evaluate its existing real estate lease portfolio. 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 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.

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