UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
   
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20052006
OR
   
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number: 1-14443
GARTNER, INC.
(Exact name of registrant as specified in its charter)
   
Delaware04-3099750

(State or other jurisdiction of
incorporation or organization)
 04-3099750
(I.R.S. Employer
Identification No.)
   
P.O. Box 10212

56 Top Gallant Road

Stamford, CT.
06902-7700

(Address of principal executive offices)
 06902-7700
(Zip Code)
(203) 316-1111
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
   
Title of each class Name of each exchange on which registered
Common Stock, $.0005 par value per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yesþ      Noo     No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yeso      Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ     Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler:
Large accelerated filer and large accelerated filer” (as defined in Rule 12b-2 of the Exchange Act). (Check one):


     Large acceleratedþ      Accelerated filero      Non-accelerated fileroAccelerated filer þNon-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso      Noþ
As of June 30, 2005,2006, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $610,769,942$972,370,120 based on the closing sale price as reported on the New York Stock Exchange.
     Indicate theThe number of shares outstanding of each of the issuer’s classes of$0.005 par value per share common stock as of the latest practicable date.
ClassOutstanding at February 28, 2006
Common Stock, $0.0005 par value per share114,376,119 shares
January 31, 2007 was 104,080,204.
DOCUMENTS INCORPORATED BY REFERENCE
   
Document Parts Into Which Incorporated
Proxy Statement for the Annual Meeting of Stockholders to be held May 30, 2006June 5, 2007 (Proxy Statement) Part III
.
 
 

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.GARTNER, INC.
20052006 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
       
PART I    
       
Item 1.   43 
Item 1A.   6 
Item 1B.   9 
Item 2.   9 
Item 3.   9 
Item 4.   910 
       
PART II    
       
Item 5.   1011 
Item 6.   1113 
Item 7.   1214 
Item 7A.   26 
Item 8.   26 
Item 9.   26 
Item 9A.   27 
Item 9B.   27 
       
PART III    
       
Item 10.   28 
Item 11.   28 
Item 12.   28 
Item 13.   28 
Item 14.   2928 
  ��    
PART IV    
       
Item 15.   3029 
      
Index to Consolidated Financial Statements31
Report of Independent Registered Public Accounting Firm32 
Report of Independent Registered Public Accounting Firm  33 
Report of Independent Registered Public Accounting Firm34
Consolidated Balance Sheets  3534 
Consolidated Statements of Operations  3635 
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)  3736 
Consolidated Statements of Cash Flows  3837 
Notes to Consolidated Financial Statements  3938 
Signatures  60 
 EX-21.1: SUBSIDIARIES
 EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMKPMG LLP
 EX-31.1: CERTIFICATION
 EX-31.2: CERTIFICATION
 EX-32: CERTIFICATION

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PART I
ITEM 1. BUSINESS.
GENERAL
Gartner, Inc., founded in 1979, is a leading research and advisory firm that helps executives use technology to build, guide and grow their enterprises. We offer independent provider ofand objective research and analysis on information technology, computer hardware, software, communications and related technology industries (the “IT industry”). We provide comprehensive coverage of the IT industry to approximately 10,000 client organizations. We serve a globalorganizations, including approximately 400 Fortune 500 companies across 75 countries. Our client base consistingconsists primarily of chief information officers (“CIOs”) and other senior IT and business executives in corporations andfrom a wide variety of enterprises, government agencies. We also serve technology companiesagencies and the investment community. Unless otherwise indicated or unless the context requires otherwise, all references in this Form 10-K to “Gartner,” “Company,” “we,” “us,” “our” or similar terms mean Gartner, Inc. and its subsidiaries on a consolidated basis.
The foundation for all Gartner products is our independent research on IT issues. The findings from this research can beare delivered through several different media,our three customer channels, depending on a client’s specific business needs, preferences and objectives:
 Research— provides research content and advice for IT professionals, technology companies and the investment community in the form of reports and briefings, as well as peer networking services and membership programs designed specifically for CIOs and other senior executives.
 Consulting— consists primarily of consulting, measurement engagements and strategic advisory services (paid one-day analyst engagements) (“SAS”), which provide assessments of cost, performance, efficiency and quality focused on the IT industry.
 Events— consists of various symposia, conferences and exhibitions focused on the IT industry.
Since its founding in 1979, Gartner has established a leading brand in the IT research marketplace.
MARKET OVERVIEW
Information technology has become increasingly critical to the operational and financial success of corporations and governments over the last two decades. Once a support function, IT is now viewed as a strategic component of growth and operating performance. Accordingly, it has become imperative for executives and IT professionals to manage efficiently and effectively their IT spending and purchasing decisions.
As the cost of IT solutions continues to rise, executives and technology professionals have realized the importance of making well-informed decisions and increasingly seek to maximize their returns on IT capital investments. As a result, any IT investment decision in an enterprise is subject to increased financial scrutiny. In addition, today’s dynamic IT marketplace technologyis dynamic and complex. Technology providers continually introduce new products with a wide variety of standards and features that are prone to shorter life cycles. The users of technology almost all organizations must keep abreast of these new developments and make major financial commitmentsin technology to newensure their IT systems are reliable, efficient and products. To plan and purchase effectively, these users of technology need independent, objective, third-party research and consultative services. We believe that technology accounts for a significant portion of all capital spending. The intense scrutinymeet their needs.
Given the heightened emphasis organizations place on technology decision-making and spending, ensurescompanies and governments are increasingly turning to outside experts for IT procurement, implementation and operation in order to maximize the value of their IT investments. Accordingly, it is critical that our productsCIOs and services remain necessary in the current economy because clients needother executives obtain value-added, independent and objective research and analysis of the IT market.market to assist in their IT related decisions.
OUR SOLUTION
We are a leading provider ofprovide high quality independent and objective research and analysis of the IT industry,industry. Through our entire product portfolio, our global research community provides thought leadership and a source of insight about technology acquisition and deployment. Our global research community provides provocative thought leadership. deployment to CIOs, executives and other technology leaders.
We employ morea diversified business model that utilizes and leverages the breadth and depth of our research intellectual capital. The foundation for our business model is our ability to create and distribute our proprietary research content as broadly as possible via published reports and briefings, consulting and advisory services and hosting symposia, conferences and exhibitions.
With a base of over 650 research analysts, than any competitor. Ourwe create timely and relevant technology-related research. In addition, we have over 500 experienced consultants that combine our objective, independent research, with a practical, sought-after business perspective focused on the IT industry. Our events are among the world’s largest of their kind; gathering highly qualified audiences of senior business executives, IT professionals, purchasers and vendors of IT products and services.

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PRODUCTS AND SERVICES
Our principal products and services are Research, Consulting, and Events:
RESEARCH.Research on IT issues on a global scale is the fundamental building block for all Gartner services. Our research agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face every day. Research content, presented in the form of reports, briefings, updates and related tools, is delivered directly to the client’s desktop via our website. Our research analysts provide in-depth analysis on all aspects of technology and telecommunications including: hardware, software and systems, services, IT management, market data and forecasts, and vertical industry issues.
Executive Programs (EP) are exclusive membership programs designed to help CIOs and other executives become more effective in their enterprises. An EP membership leverages the knowledge and expertise of Gartner in ways that are specific to the CIOs needs, and offers members-only communities for peer-based collaboration. Members also receive advice and counsel from a personal relationship manager who understands their goals and can ensure the most effective level of support from Gartner. Our Best Practices programs bring together senior business and IT leaders for exclusive events, multi-client research studies and ad hoc peer exchange forums. These programs allow clients to learn from the experiences of their peers and share best practices in order to solve common business problems, improve corporate performance and drive greater effectiveness. At December 31, 2005, our various Executive Programs had a membership of approximately 3,500 CIOs and other senior IT leaders.
CONSULTING.Our consulting staff provides customized project consulting on the delivery, deployment, and management of high-tech products and services in four focus areas: IT Management and Measurement, Sourcing, Federal Government, and Market and Business Strategies:

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§ RESEARCH.Gartner’s global research product is the fundamental building block for all Gartner services. We combine our proprietary research methodologies with extensive industry and academic relationships to create the Gartner solution. Our research agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face every day. Our research analysts are in regular contact with technology vendors and research users, thereby enabling them to identify the most pertinent topics in the IT Managementmarketplace and Measurement. Successful IT organizations must operate with maximum effectiveness and efficiency while delivering services that addressdevelop relevant product enhancements to meet the business and process issuesevolving needs of their enterprise. Our consultants provide advice and support that leverages the intelligenceusers of our research. Our proprietary research content, presented in the form of reports, briefings, updates and related tools, is delivered directly to addressthe client’s desktop via our website. Our research analysts provide in-depth analysis on all aspects of technology including: hardware, software and solve the top issuessystems, services, IT management, market data and forecasts, and vertical industry issues. Clients typically sign contracts that provide access to our research content for individual users. The research contracts are renewed on an ongoing basis; to date, we have enjoyed strong research client retention, with 81% of users renewing their contracts in 2006, as well as 96% wallet retention, a measure of the IT organization.amount of contract value we have retained with clients over 2006.
 
  Sourcing. Virtually every major enterprise todayOur strategy is consideringto align our service and product offerings around targeted key client groups. For example, Executive Programs (EP) are exclusive membership programs designed to help CIOs, senior IT executives and other business executives become more effective in their enterprises. An EP membership leverages the issueknowledge and expertise of IT outsourcing, offshore resourcesGartner in ways that are specific to the CIOs needs, and business process outsourcing.offers role-based offerings and members-only communities for peer-based collaboration. Our consultants provide3,600 EP members also receive advice and project managementcounsel from a personal relationship manager who understands their goals and can ensure the most effective level of support across the four stages of the sourcing process: strategy, evaluation and selection of partners, contract development, and relationship management.from Gartner.
 
  Federal Government. WeOur Best Practices Councils are highly experiencedexclusive peer exchange communities focused on specific functional areas of IT that bring together senior business and IT leaders in developingmajor U.S. and international companies for exclusive events, multi-client research studies and ad hoc peer exchange forums. These programs allow clients to learn from the experiences of their peers and share best practices in functional areas such architecture and IT solutions that meet the unique challenges faced by federal agencies as they attemptplanning, emerging technology management, enterprise application, information security, infrastructure management and IT sourcing management in order to serve the public’s needs. Budgeting, procurementsolve common business problems, improve corporate performance and re-engineering are just some of the issues our consultants have addressed in the public sector arena.drive greater effectiveness.
 
  Market and Business Strategies. The intelligenceOur End User Programs focus on the needs of the IT end user market with a variety of product offerings. Gartner for IT Leaders, a new product suite that we gather through marketrolled out in 2006, currently provides eight role-based research client interaction and analysis is unique in the marketplace. Our consultants leverage this intelligenceofferings for end user IT leaders to assist in effective decision-making. These products align a client’s specific job related challenges with appropriate Gartner analysts and insight, and connect IT leaders to IT peers who share common business and technology companies in identifying market demand, improving products and defining the competitive landscape.issues.
 
Our High Tech & Telecom Programs focus on the needs of our clients who are high technology and telecommunications service providers, professional service firms and IT investors to help them be more successful in their specific job roles within their specific sub-industry. We leverage Gartner research and other information into industry specific expertise and solutions.
§CONSULTING. Gartner consultants provide fact-based consulting services to help our clients use and manage IT to enable business performance. We seek to accomplish three major outcomes for our clients: applying IT to drive improvements in business performance; creating sustainable IT efficiency that ensures a constant return on IT; and strengthening the IT organization and operations to ensure high-value services to the client’s lines of business and to enable the client to adapt to business changes.
We utilize our benchmarking capabilities and our business solutions to drive these outcomes. Our benchmarking capabilities are provided as information offerings. Our business solutions, enabled by benchmarking, include IT Transformation, IT Optimization, Sourcing Optimization and Business Enablement. We deliver our consulting solutions by capitalizing on Gartner assets that are invaluable to IT decision-making, including Gartner research that ensures our consulting analyses and advice is based on a deep understanding of the IT environment and the business of IT, Gartner’s market independence which keeps our consultants focused on our client’s success and our benchmarking capability that provides relevant comparisons and best practices to assess and improve performance.
§ EVENTS.Gartner symposia and conferences are gatherings of technology’s most senior IT and business strategists and practioners. Symposia and conferences give clients live access to insights developed from our latest proprietary research in a concentrated way. Informative sessions led by Gartner analysts are augmented with technology showcases, peer exchange, analyst one-on-one meetings, workshops and keynotes by technology’s top leaders. Symposia and conferences also provide participants with a networking opportunity to interact with business executives of the world’s leading technology companies. Except for certain invitation only events, attendance is not limited to Gartner clients. In 2005, 2006, Gartner’s 74 events throughout the United States, Europe, Latin America and the Asia-Pacific region attracted over 41,000 attendees.
Gartner events attracted nearly 36,000 participants.conferences attract high-level IT and business professionals ready to buy technology products and services, and provide a commercial opportunity for attendees to interact with this audience. Gartner Symposium, offered each spring and fall in various international locations, is a large, strategic conference for senior IT and business professionals. Symposium is combined with ITxpo, an exhibition where the latest technology products and solutions are demonstrated. We also offer conferences on specialized topics such as:as security, outsourcing, mobile wireless customer relationship management,technology and application integrationthe impact of IT on the public sector, utilities, media and business intelligencefinancial services industries in many locations around the world.

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Note 13 —14 – Segment Information in the Notes to the Consolidated Financial Statements contained within this Form 10-K includes financial information about our geographic areas and our three business segments: Research, Consulting and Events.
COMPETITION
We believe that the principal competitive factors that differentiate us from our competitors are:
The high quality, independence and objectivity of our research and analysis;
Our multi-faceted expertise across the IT industry and its technologies, both legacy and emerging;
Our position as a research company with broad consulting capabilities;
Our position as a consulting firm with research analysts;
The timely delivery of information;
The ability to offer products that meet changing market needs at competitive prices; and
Our superior customer service.
Superior IT Research Content — We believe that we create the broadest, highest quality and most relevant research coverage of the IT industry. Our research analysis generates unbiased IT research that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality, independence and objectivity.
Our Leading Brand Name — For more than a quarter of a century, we have been providing critical, trusted insight under the Gartner name.
Our Global Footprint and Established Customer Base — We have a global presence with operations in over 75 countries on six continents. Sales outside of North America accounted for approximately 40% of our 2006 revenues.
Substantial Operating Leverage in Our Business Model — We have the ability to distribute our intellectual property and expertise across multiple platforms, including research publications, consulting engagements, conferences and executive programs, to derive incremental revenues and profitability.
Experienced Management Team — Our management team is composed of IT research veterans and experienced industry executives.
Nothwithstanding these differentiating factors, we face competition from a significant number of independent providers of information products and services. We compete indirectly against consulting firms and other information providers, including electronic and print media companies. These indirect competitors could choose to compete directly with us in the future. Additionally, we face competition from free sources of information that are available to our clients receiving information from free sources through the Internet. Limited barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge and existing competitors may start to provide additional or complementary services. However, we believe the breadth and depth of our research assets position us well versus our competition. Increased competition may result in us losing market share, diminished value in our products and services, reduced pricing, and increased sales and marketing expenditures.
INTELLECTUAL PROPERTY
Our success has resulted in part from proprietary methodologies, software, reusable knowledge capital and other intellectual property rights. We rely on a combination of copyright, patent, trademark, trade secret, confidentiality, non-compete and other contractual provisions to protect our intellectual property rights. We have policies related to confidentiality, and ownership and to the use and protection of Gartner’s intellectual property, and we also enter into agreements with our employees as appropriate.appropriate that protect our intellectual property.
We recognize the value of our intellectual property in the marketplace and vigorously identify, create and protect it. Additionally, we actively monitor and enforce contract compliance by our end users.

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EMPLOYEES
As of December 31, 2005,2006, we had 3,6223,784 employees, of which approximately 276 were related to our acquisition of META Group, Inc. (“META”) on April 1, 2005. Of the 3,622 employees at year-end 2005, 633642 were located at our headquarters in Stamford, Connecticut; 1,5411,581 were located at our other facilities in the United States; and 1,4481,561 were located outside of the United States. Our employees may be subject to collective bargaining agreements at a company or industry level in those countries where this is part of the local labor law or practice. We have experienced no work stoppages and consider our relations with our employees to be favorable.
AVAILABLE INFORMATION
Our Internet address iswww.gartner.com and the investor relations section of our Web site is located at investor.gartner.com.www.investor.gartner.com. We make available free of charge, on or through the investor relations section of our Web site, printable copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.Commission (the “SEC”).
Also available at investor.gartner.com is information relating towww.investor.gartner.com, under the “Corporate Governance” link, are printable and current copies of our corporate governance. This includes (i) CEO & CFO Code of Ethics which applies to our Chief Executive Officer, Chief Financial Officer, controller and other financial managers, (ii) Code of Business Conduct, which applies to all Gartner officers, directors and employees, (iii) Principles of Ethical Conduct which applies to all Gartner employees, (iii) Governance Guidelines,(iv) Board Principles and Practices, the corporate governance principles that have been adopted by our Board and (iv)(v) charters for each of the Board’s committees.standing committees: Audit, Compensation and Governance/Nominating. This information is also available in print to any shareholder who requests it by writingmakes a written request to Investor Relations, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06902.06904-2212.

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ITEM 1A. RISK FACTORS
Factors That May Affect Future Performance.
We operate in a very competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. In addition, we and our clients are affected by the economy. The following section discusses many, but not all, of these risks and uncertainties.
Risks related to our business
Our Operating Results Couldoperating results could be Negatively Impactednegatively impacted if the IT Industry Experiencesindustry experiences an Economic Down Cycle. economic down cycle.
Our revenues and results of operations are influenced by economic conditions in general and more particularly by business conditions in the IT industry. A general economic downturn or recession, anywhere in the world, could negatively affect demand for our products and services and may substantially reduce existing and potential client information technology-related budgets. Such a downturn could materially and adversely affect our business, financial condition and results of operations, including the ability to:to maintain client retention, wallet retention and consulting utilization rates, and achieve contract value and consulting backlog.backlog growth.
We Have Grown,face significant competition and May Continueour failure to Grow, Through Acquisitions and Strategic Investments, Which Could Involve Substantial Risks. We have made and may continue to make acquisitions of, or significant investments in, businesses that offer complementary products and services, including our acquisition of META that we completed on April 1, 2005. The risks involved in each acquisition or investment include the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our current stockholders or decreased working capital, increased indebtedness, the assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired company, the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our business. The realization of any of these riskscompete successfully could materially adversely affect our business.results of operations and financial condition.
We Face Significant Competition and Our Failure to Compete Successfully Could Materially Adversely Affect Our Results of Operations and Financial Condition. We face direct competition from a significant number of independent providers of information products and services, including information that can be found on the Internet free of charge. We also compete indirectly against consulting firms and other information providers, including electronic and print media companies, some of which may have greater financial, information gathering and marketing resources than we do. These indirect competitors could also choose to compete directly with us in the future. In addition, limited barriers to entry exist in the markets in which we do business. As a result, additional new competitors may emerge and existing competitors may start to provide additional or complementary services. Additionally, technological advances may provide increased competition from a variety of sources. However, we believe the breadth and depth of our research assets position us well versus our competition. There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to do so could result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing expenditures. Furthermore, we may not be successful if we cannot compete effectively on quality of research and analysis, timely delivery of information, customer service, and the ability to offer products to meet changing market needs for information and analysis, or price.
We Dependmay not be able to maintain our existing products and services.
We operate in a rapidly evolving market, and our success depends upon our ability to deliver high quality and timely research and analysis to our clients. Any failure to continue to provide credible and reliable information that is useful to our clients could have a material adverse effect on Renewals of Subscription Base Servicesfuture business and Ouroperating results. Further, if our predictions prove to be wrong or are not substantiated by appropriate research, our reputation may suffer and demand for our products and services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner. Failure to Renewincrease and improve our electronic delivery capabilities could adversely affect our future business and operating results.
We may not be able to introduce the new products and services that we need to remain competitive.
The market for our products and services is characterized by rapidly changing needs for information and analysis. To maintain our competitive position, we must continue to enhance and approve our products and services, develop or acquire new products and services in a timely manner, and appropriately position and price new products and services relative to the marketplace and our costs of producing them. Any failure to achieve successful client acceptance of new products and services could have a material adverse effect on our business, results of operations or financial position.
We depend on renewals of subscription based services and sales of new subscription based services for a significant portion of our revenue, and our failure to renew at Historical Rates Could Leadhistorical rates or generate new sales of such services could lead to a Decreasedecrease in Our Revenues.Someour revenues.
A large portion of our success depends on our ability to generate renewals of our subscription-based research products and services whichand new sales of such products and services, both to new clients and existing clients. These products and services constituted 53%54% and 54%53% of our revenues for Calendar2006 and 2005, respectively. If we are not able to renew at historical rates, and Calendar 2004, respectively. Thesedo not generate new sales in an amount sufficient to account for the shortfall arising from a decrease in renewals, our revenues will be negatively affected.
Our research subscription agreements have terms that generally range from twelve to thirty months. Our ability to maintain contract renewals is subject to numerous factors, including the following:

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 delivering high-quality and timely analysis and advice to our clients;
 
 understanding and anticipating market trends and the changing needs of our clients; and
 
 delivering products and services of the quality and timeliness necessary to withstand competition.

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Additionally, as we implement our strategy to realign our business to client needs, we may shift the type and pricing of our products which may impact client renewal rates. While research client retention rates were 81% and 80% at both December 31, 20052006 and 2004,2005, respectively, there can be no guarantee that we will continue to maintain this rate of client renewals. Any material decline in renewal rates could have an adverse impact on
Generating new sales of our subscription based products and services, both to new and existing clients, is often a time consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues will be adversely affected.
We depend on non-recurring consulting engagements and our financial condition.
We Depend on Non-Recurring Consulting Engagements and Our Failurefailure to Secure New Engagements Could Leadsecure new engagements could lead to a Decreasedecrease in Our Revenues.our revenues.
Consulting segment revenues constituted 29% and 30% of our revenues for Calendar2006 and 2005, and 29% for Calendar 2004.respectively. These consulting engagements typically are project-based and non-recurring. Our ability to replace consulting engagements is subject to numerous factors, including the following:
 delivering consistent, high-quality consulting services to our clients;
 
 tailoring our consulting services to the changing needs of our clients; and
 
 our ability to match the skills and competencies of our consulting staff to the skills required for the fulfillment of existing or potential consulting engagements.
Any material decline in our ability to replace consulting arrangements could have an adverse impact on our revenues and our financial condition.
The profitability and success of our conferences, symposia and events could be adversely affected if we are unable to obtain desirable dates and locations.
The market for desirable dates and locations for conferences, symposia and events is highly competitive. If we cannot secure desirable dates and locations for our conferences, symposia and events their profitability could suffer, and our financial condition and results of operations may be adversely affected. In addition, because our events are scheduled in advance and held at specific locations, the success of these events can be affected by circumstances outside of our control, such as labor strikes, transportation shutdowns, economic slowdowns, terrorist attacks, natural disasters and other world events impacting the global economy, the occurrence of any of which could negatively impact the success of the event.
We May Notmay not be Ableable to Attractattract and Retain Qualified Personnel Which Could Jeopardizeretain qualified personnel which could jeopardize the Qualityquality of Our Productsour products and Servicesservices.
Our success depends heavily upon the quality of our senior management, research analysts, consultants, sales and other key personnel. We face competition for the limited pool of these qualified professionals from, among others, technology companies, market research firms, consulting firms, financial services companies and electronic and print media companies, some of which have a greater ability to attract and compensate these professionals. Some of the personnel that we attempt to hire are subject to non-compete agreements that could impede our short-term recruitment efforts. Any failure to retain key personnel or hire and train additional qualified personnel as required to support the evolving needs of clients or growth in our business, could adversely affect the quality of our products and services, and our future business and operating results.
We May Not be Able to Maintain Our Existing Products and Services. We operate in a rapidly evolving market, and our success depends upon our ability to deliver high quality and timely research and analysis to our clients. Any failure to continue to provide credible and reliable information that is useful to our clients could have a material adverse effect on future business and operating results. Further, if our predictions prove to be wrong or are not substantiated by appropriate research, our reputation may suffer and demand for our products and services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner. Failure to increase and improve our electronic delivery capabilities could adversely affect our future business and operating results.
We May Not be Able to Introduce the New Products and Services that We Need to Remain Competitive. The market for our products and services is characterized by rapidly changing needs for information and analysis. To maintain our competitive position, we must continue to enhance and improve our products and services, develop or acquire new products and services in a timely manner, and appropriately position and price new products and services relative to the marketplace and our costs of producing them. Any failure to achieve successful client acceptance of new products and services could have a material adverse effect on our business, results of operations or financial position.
Our International Operations Expose Us to a Variety of Risks Which Could Negatively Impact Our Future Revenue and Growth. Approximately 38% of our revenues for Calendar 2005 were derived from sales outside of North America. As a result, our operating results are subject to the risks inherent in international business activities, including general political and economic conditions in each country, changes in foreign currency exchange rates, changes in market demand as a result of tariffs and other trade barriers, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous foreign laws and regulations, different or overlapping tax structures, higher levels of United States taxation on foreign income, and the difficulty of enforcing client agreements, collecting accounts receivable and protecting intellectual property rights in international jurisdictions. Furthermore, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our agent or us, we may not be able to replacemaintain the arrangement on beneficial terms or on a timely basis, or clients of the local distributor or sales agent may not want to continue to do business with us orequity in our new agent.brand name.

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We May Not be Able to Maintain the Equity in Our Brand Name. We believe that our “Gartner” brand, including our independence, is critical to our efforts to attract and retain clients and that the importance of brand recognition will increase as competition increases. We may expand our marketing activities to promote and strengthen the Gartner brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, expend additional sums to protect the brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail to effectively promote and maintain the Gartner brand, or incur excessive expenses in doing so, our future business and operating results could be materially and adversely impacted.
Our international operations expose us to a variety of risks which could negatively impact our future revenue and growth.
Approximately 40% of our revenues for 2006 and 38% for 2005 were derived from sales outside of North America. As a result, our operating results are subject to the risks inherent in international business activities, including general political and economic conditions in each country, changes in foreign currency exchange rates, changes in market demand as a result of tariffs and other trade barriers, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous foreign laws and regulations, differences between U.S. and foreign tax rates, and the difficulty of enforcing client agreements, collecting accounts receivable and protecting intellectual property rights in international jurisdictions. Furthermore, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local distributor or sales agent may not want to continue to do business with us or our new agent.

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The Costscosts of Servicing Our Outstanding Debt Obligations Could Impair Our Future Operating Results. Weservicing our outstanding debt obligations could impair our future operating results.
In January 2007, we refinanced our debt and we now have a $200.0$180.0 million term loan as well as a $125.0$300.0 million revolving credit facility.facility (which we can increase to $400.0 million). The affirmative, negative and financial covenants of the credit facility could limit our future financial flexibility. The associated debt service costs of these facilities could impair our future operating results. The outstanding debt may limit the amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.
If We Are Unablewe are unable to Enforceenforce and Protect Our Intellectual Property Rights Our Competitive Position Mayprotect our intellectual property rights our competitive position may be Harmed. harmed.
We rely on a combination of copyright, patent, trademark, trade secret, confidentiality, non-compete and other contractual provisions to protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized third parties may obtain and use technology or other information that we regard as proprietary. Our intellectual property rights may not survive a legal challenge to their validity or provide significant protection for us. The laws of certain countries do not protect our proprietary rights to the same extent as the laws of the United States. Accordingly, we may not be able to protect our intellectual property against unauthorized third-party copying or use, which could adversely affect our competitive position. Our employees are subject to non-compete agreements. When the non-competition period expires, former employees may compete against us. If a former employee chooses to compete against us prior to the expiration of the non-competition period, there is no assurance that we will be successful in our efforts to enforce the non-compete provision.
We Mayhave grown, and may continue to grow, through acquisitions and strategic investments, which could involve substantial risks.
We have made and may continue to make acquisitions of, or significant investments in, businesses that offer complementary products and services, including our acquisition of META that we completed on April 1, 2005. The risks involved in each acquisition or investment include the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our current stockholders or decreased working capital, increased indebtedness, the assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired company, the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our business. The realization of any of these risks could adversely affect our business.
We face risks related to litigation.
We are, and may in the future be, Subjectsubject to Infringement Claims. Third parties may assert infringementa variety of legal actions, such as employment, breach of contract, intellectual property-related, and business torts, including claims against us.of unfair trade practices and misappropriation of trade secrets. Given the nature of our business, we are also subject to defamation (including libel and slander), negligence, or other claims relating to the information we publish. Regardless of the merits, responding to any such claim could be time consuming, result in costly litigation and require us to enter into settlements, royalty and licensing agreements which may not be offered or available on reasonable terms. If a successful claim is made against us and we fail to develop or license a substitute technology,settle the claim on reasonable terms, our business, results of operations or financial position could be materially adversely affected.
Risks related to our common stock
Our Operating Results May Fluctuate From Periodoperating results may fluctuate from period to Periodperiod and May Not Meetmay not meet the Expectationsexpectations of Securities Analystssecurities analysts or Investors, Which May Causeinvestors, which may cause the Priceprice of Our Common Stockour common stock to Decline.decline.
Our quarterly and annual operating results may fluctuate in the future as a result of many factors, including the timing of the execution of research contracts, which typically occurs in the fourth calendar quarter, the extent of completion of consulting engagements, the timing of symposia and other events, which also occur to a greater extent in the fourth calendar quarter, the amount of new business generated, the mix of domestic and international business, changes in market demand for our products and services, the timing of the development, introduction and marketing of new products and services, and competition in the industry. An inability to generate sufficient earnings and cash flow, and achieve our forecasts, may impact our operating and other activities. The potential fluctuations in our operating results could cause period-to-period comparisons of operating results not to be meaningful and may provide an unreliable indication of future operating results. Furthermore, our operating results may not meet the expectations of securities analysts or investors in the future. If this occurs, the price of our stock would likely decline.
Interests of Certaincertain of Our Significant Stockholders May Conflict With Yours. Silver Lake Partners,our significant stockholders may conflict with yours.
ValueAct Capital Master Fund L.P. and affiliates (“SLP”ValueAct”) and its affiliates ownowned approximately 33.0%19.9% of our common stock as of February 28, 2006. SLP is restricted from purchasing additional stock without our consent pursuant toDecember 31, 2006, while Silver Lake Partners, L.P. and affiliates (“Silver Lake”) owned approximately 12.7% on the terms of a Securityholders’ Agreement. This Securityholders’ Agreement also provides that we cannot take certain actions, including acquisitions and sales of stock and/or assets without SLP’s consent. Additionally, ValueAct Partners and its affiliates own approximately 16.3% of our common stock as of February 28, 2006.same date. While neither SLPSilver Lake nor ValueAct individually holds a majority of our outstanding shares, they may be able, either individually or together, to exercise significant influence over matters requiring stockholder approval, including the election of directors and the approval of mergers, consolidations and sales of our assets. Their interests may differ from the interests of other stockholders. Additionally, representatives of Silver Lake and ValueAct in the aggregate presently hold three seats on our Board of Directors.

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Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.
The trading prices of our common stock could be subject to significant fluctuations in response to, among other factors, variations in operating results, developments in the industries in which we do business, general economic conditions, changes in securities analysts’ recommendations regarding our securities and our performance relative to securities analysts’ expectations for any quarterly period. Such volatility may adversely affect the market price of our common stock.
Future sales of our common stock in the public market could lower our stock price.
Sales of a substantial number of shares of common stock in the public market by our current stockholders, or the threat that substantial sales may occur, could cause the market price of our common stock to decrease significantly or make it difficult for us to raise additional capital by selling stock. Furthermore, we have various equity incentive plans that provide for awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock based awards. As of December 31, 2006, the aggregate number of shares of our common stock issuable pursuant to outstanding grants awarded under these plans was approximately 23.9 million shares (approximately 9.1 million of which have vested). In addition, approximately 10.5 million shares may be issued in connection with future awards under our equity incentive plans. Shares of common stock issued under these plans are freely transferable without further registration under the Securities Act of 1933, as amended (the “Securities Act”), except for any shares held by an affiliate (as that term is defined in Rule 144 under the Securities Act). We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock.
Our Anti-takeover Protections May Discourageanti-takeover protections may discourage or Preventprevent a Changechange of Control, Evencontrol, even if a Changechange in Control Wouldcontrol would be Beneficialbeneficial to Our Stockholders. our stockholders.
Provisions of our restated certificate of incorporation and bylaws and Delaware law may make it difficult for any party to acquire control of us in a transaction not approved by our Board of Directors. These provisions include:
 Thethe ability of our Board of Directors to issue and determine the terms of preferred stock;
 
 Advanceadvance notice requirements for inclusion of stockholder proposals at stockholder meetings;
 
 Aa preferred shares rights agreement; and
 
 Thethe anti-takeover provisions of Delaware law.

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These provisions could discourage or prevent a change of control or change in management that might provide stockholders with a premium to the market price of their Common Stock.common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTSCOMMENTS.
There are no material unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Act of 1934.Exchange Act.
ITEM 2. PROPERTIES.
Our corporate headquarters is located in approximately 213,000 square feet of leased office space in three buildings located in Stamford, Connecticut, USA. These facilities accommodate research and analysis, marketing, sales, client support, production, and corporate administration. The leases on these facilities expire in 2010; however,2010 but the leases do contain renewal options. We have a significant presence in the United Kingdom with approximately 72,000 square feet of leased office space in two buildings located in Egham, UK, for which the leases expire in 2020 and 2025, respectively. We have an additional 2520 domestic and 5044 international locations that support our research and analysis, domestic and international sales efforts, and other functions, which includes certain META locations that we have decided to continue to lease. As part of our continuing effort to adjust our office space as needs change, during 2005 we reduced our office space in San Jose, California by consolidating employees from two buildings into one building and continued to close or reduce office space where appropriate.functions. We continue to constantly assess our space needs as our business changes, but we believe that our existing facilities are adequate for our current needs and that additional space will be available as needed.
ITEM 3. LEGAL PROCEEDINGS.
The Company received Examination Reports from the Internal Revenue Service (“IRS”) has completedin October 2005 and October 2006 in connection with audits of the field work portion of an audit of ourCompany’s federal income tax returns for the tax years ended September 30, 1999 through 2002. In October 2005, we received an Examination Report indicatingDecember 31, 2004. The IRS proposed changes thatadjustments relating primarily relate to the valuation of intangible assets licensed by Gartner to a foreign subsidiary and the calculation of payments undermade pursuant to a cost sharing arrangement between Gartner Inc. and one of itsa foreign subsidiaries.subsidiary. Gartner disagrees withappealed the proposed adjustments relating to valuationinitial findings and the cost sharing arrangement and intends to vigorously dispute this matter through applicable IRS and judicial procedures, as appropriate. However, if the IRS were to ultimately prevailhas reached an agreement on the issues it could result in additional taxable income forwith the years under examination of approximately $130.7 million and an additional federal cash tax liability of approximately $41.0 million. TheIRS Appeals Office. With respect to the audits, the Company had recorded a provisionprovisions in prior periods based on our estimateestimates of the amount for which the claim willwould be settled,settled. Based on the outcome of our negotiations, we released reserves and no additional amount was bookedrecorded a benefit of $1.5 million in 2006. The Company is considering the current period. Although the final resolutionfuture impact of the proposed adjustments is uncertain, we believesettlement of the ultimate dispositionIRS examination in connection with the implementation of this matter will not have a material adverse effect on our consolidated financial position, cash flows, or results of operations. The IRS has commenced an examination of tax years 2003 and 2004. There have been no significant developments to date.FASB Interpretation No. 48 as described in Recently Issued Accounting Standards below.
On December 23, 2003, Gartner was sued in an action entitledExpert Choice, Inc. v. Gartner, Inc., Docket No. 3:03cv02234, United States District Court for the District of Connecticut. The plaintiff, Expert Choice, Inc., seeks an unspecified amount of damages for claims

9


relating to royalties for the development, licensing, marketing, sale and distribution of certain computer software and methodologies. The case is currently in the discovery phase. Subsequently, inIn January 2004, an arbitration demand was filed against Decision Drivers, Inc., one of our subsidiaries, and against Gartner, Inc., by Expert Choice. The arbitration demand described the claim as being in excess of $10.0 million, but did not provide further detail. On February 22, 2006, we were informed of an offer from Expert Choice’s counsel to settle the matter for $35.0 million. We immediately rejected Expert Choice’s settlement offer since weoffer. The case is currently in the discovery phase. We believe we have meritorious defenses against the claims and we intend to continue to vigorously defend the case.
In addition to the matters discussed above, we are involved in legal proceedings and litigation arising in the ordinary course of business. We believe 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 our financial position or results of operations when resolved in a future period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We did not submit any matter to a vote of our stockholders during the fourth quarter of the year covered by this Annual Report.
Our 2007 Annual Meeting of Stockholders will be held on June 5, 2007 at the Company’s offices in Stamford, Connecticut.

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASEPURCHASES OF EQUITY SECURITIES.
In the third quarter of Calendar 2005 we eliminated our dual class capital structure by combining each share of our outstanding Class A Common Stock and Class B Common Stock into a single class of common stock. As of February 28, 2006,January 31, 2007, there were approximately 3,0652,900 holders of record of our common stock, which trades on the New York Stock Exchange under the symbol IT.
The following table sets forth the high and low closingsale prices for our common stock as reported on the New York Stock Exchange for the periods indicated:
                
                 2006 2005
 2005 2004 High Low High Low
 High Low High Low        
Quarter ended March 31 $12.68 $9.05 $11.85 $11.00  $14.62 $12.66 $12.68 $9.05 
Quarter ended June 30 $11.29 $8.06 $13.38 $11.70  16.63 12.65 11.29 8.06 
Quarter ended September 30 $11.83 $10.11 $13.17 $11.25  17.73 12.80 11.83 10.11 
Quarter ended December 31 $14.16 $11.02 $12.85 $11.43  21.40 17.12 14.16 11.02 
DIVIDEND POLICY
We currently do not pay cash dividends on our common stock. While subject to periodic review, the current policy of our Board of Directors is to retain all earnings primarily to provide funds for continued growth. Our Amended and Restated Credit Agreement, dated as of June 29, 2005,January 31, 2007, contains a negative covenant which may limit our ability to pay dividends. In addition, our Amended and Restated Security Holders Agreement with Silver Lake Partners, L.P. requires us to obtain Silver Lake’s consent prior to declaring or paying dividends.
The equity compensation plan information set forth in Part III, Item 12 of this Form 10-K is hereby incorporated by reference into this Part II, Item 5.
SHARE REPURCHASES
In the fourth quarter of Calendar 2005 our Board of Directors authorized a $100.0 million common share repurchase program. The following table provides detail related to repurchases of our common stock for treasury in the fourth quarter of 2006. All shares purchased were added to treasury stock. With the exception of the Company’s repurchase in December 2006 of 10,389,610 shares directly from Silver Lake, all repurchases were made pursuant to a publicly announced share repurchase program authorized in October 2005 that provided $100.0 million to be used to repurchase shares of common stock in the open market from time to time. This program was suspended and terminated in December 2006 in connection with the Silver Lake transaction, and has been superseded by a $200.0 million share repurchase program that was authorized by the Board of Directors in February 2007. All open market purchases were made by brokers pursuant to purchase programs that complied with Rules 10b5-1 and 10b-18 under this program:the Exchange Act.
             
          Maximum
  Common Stock Value of Shares
      Average That May Yet
  Total Shares Price Paid Be Purchased
  Purchased per Share (in thousands)
   
October 2005         
November 2005  419,600  $13.12    
December 2005  418,200   13.34    
   
Total fourth quarter of Calendar 2005  837,800  $13.23  $88,915 
   
                 
          Total Number of Maximum Approximate
          Shares Purchased as Dollar Value of Shares
          Part of Publicly that May Yet Be
  Total Number of Average Price Announced Plans or Purchased Under the
  Shares Purchased Paid Per Share Programs Plans or Programs
Period (#) ($) (#) ($ 000’s)
 
October           36,905 
November  772,600   19.41   772,600   21,906 
December (1)  10,502,910   19.25   113,300   19,711 
Total fourth quarter 2006  11,275,510   19.26   885,900   0 
(1)Includes the Company’s purchase of 10,389,610 shares of its common stock directly from Silver Lake at $19.25 per share, for a total aggregate purchase price of $200.0 million. This purchase was outside of the Company’s publicly announced $100.0 million repurchase program and was approved separately by the Board of Directors of the Company.

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COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
The following graph compares the cumulative 63 - month total return on our common stock to the performance of Standard & Poors Midcap 400 Index and a Peer Group Index for the same period.
Our Peer Group consists of The Corporate Executive Board Company and Forrester Research Inc. These companies represent the most significant publicly traded companies that we believe compete with us in our most important line of business: independent IT research and analysis. To our knowledge, there are no publicly traded information technology research companies that also compete with us in our consulting and events businesses.
The graph tracks the performance of a $100 investment in our common stock in the Peer Group and the S & P Midcap 400 Index (with the reinvestment of all dividends) from 9/30/2001 to 12/31/2006. In 2003, Gartner changed its fiscal year-end from September 30 to December 31.
The comparisons in the third quartergraph are provided in response to SEC disclosure requirements and are not intended to forecast or be indicative of Calendar 2005 we completed a cash buy back of 6.4 million of vested and outstanding stock options held by our employees and incurred a charge of approximately $6.0 million.the future.
              
  9/01 9/02 12/03 12/04 12/05 12/06 
 
Gartner, Inc.
 100.00 89.50 124.97 137.68 142.54 218.67 
S & P Midcap 400
 100.00 95.30 136.79 159.34 179.34 197.85 
Peer group
 100.00 103.79 158.10 215.41 281.68 291.93 

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
We changed ourThe fiscal year-end from September 30 to December 31, effective January 1, 2003. References to Transition 2002, unless otherwise indicated, refer to the three-month transitional period ended December 31, 2002. References to Fiscal 2002, unless otherwise indicated,years presented below are to the respective fiscal year period from October 1 through September 30. References to Calendar 2005, Calendar 2004, Calendar 2003, and Calendar 2002, unless otherwise indicated, are tofor the respective twelve-month period from January 1 through December 31. We have included unaudited StatementFor the years ended and as of Operations Data for Calendar 2002 for informational purposes. This data was derived from Fiscal 2002 information, adjusted by information from Transition 2002December 31, 2006, 2005, 2004 and the first quarter of Fiscal 2002. All of2003, the information was derived or compiled from our audited consolidated financial statements included herein or in submissions of our Form 10-K in prior years. Effective January 1, 2003, we changed our fiscal year-end from September 30 to December 31. As a result, the 2002 data has been derived from our fiscal year ended September 30, 2002, adjusted for certain transition and quarterly data. The selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes.notes contained in this Form 10-K.
                        
 Fiscal Year
 Ended
 Calendar Year Transition September 30,                    
(In thousands, except per share data) 2005 2004 2003 2002 2002 2002 2006 2005 2004 2003 2002
STATEMENT OF OPERATIONS DATA  
Revenues:  
Research $523,033 $480,486 $466,907 $486,967 $120,038 $496,403  $571,217 $523,033 $480,486 $466,907 $486,967 
Consulting 301,074 259,419 258,628 276,059 58,098 273,692  305,231 301,074 259,419 258,628 276,059 
Events 151,339 138,393 119,355 109,694 47,169 121,991  169,434 151,339 138,393 119,355 109,694 
Other 13,558 15,523 13,556 14,873 4,509 15,088  14,439 13,558 15,523 13,556 14,873 
            
Total revenues 989,004 893,821 858,446 887,593 229,814 907,174  1,060,321 989,004 893,821 858,446 887,593 
Operating income (loss) 25,280 42,659 47,333 49,541  (12,886) 96,183 
(Loss) income from continuing operations  (2,437) 16,889 23,589 15,118  (14,418) 48,423 
Net (loss) income $(2,437) $16,889 $23,589 $15,118 $(14,418) $48,423 
Operating income 103,250 25,280 42,659 47,333 49,541 
Income (loss) from continuing operations 58,192  (2,437) 16,889 23,589 15,118 
Net income (loss) $58,192 $(2,437) $16,889 $23,589 $15,118 
PER SHARE DATA  
   
  
Basic (loss) income per share: $(0.02) $0.14 $0.26 $0.18 $(0.18) $0.58 
Basic income (loss) per share: $0.51 $(0.02) $0.14 $0.26 $0.18 
    
  
    
Diluted (loss) income per share: $(0.02) $0.13 $0.25 $0.18 $(0.18) $0.46 
Diluted income (loss) per share: $0.50 $(0.02) $0.13 $0.25 $0.18 
    
  
Weighted average shares outstanding Basic 112,253 123,603 91,123 83,329 81,379 83,586 
Weighted average shares outstanding 
Basic 113,071 112,253 123,603 91,123 83,329 
Diluted 112,253 126,326 92,579 85,040 81,379 130,882  116,203 112,253 126,326 92,579 85,040 
OTHER DATA  
Cash, cash equivalents and marketable equity securities $70,282 $160,126 $229,962 $109,657 $109,657 $124,793  $67,801 $70,282 $160,126 $229,962 $109,657 
Total assets 1,026,617 861,194 918,732 808,909 808,909 814,003  1,039,793 1,026,617 861,194 918,732 808,909 
Long-term debt 180,000 150,000  351,539 351,539 346,300  150,000 180,000 150,000  351,539 
Stockholders’ equity (deficit) 146,588 130,048 374,790  (29,408)  (29,408)  (5,596) 26,318 146,588 130,048 374,790  (29,408)
The following items impact the comparability of our consolidated data from continuing operations:
On April 1, 2005, we acquired META for approximately $168.3 million in cash, excluding transaction costs. The results of META are included in our consolidated results beginning on that date. To fund the purchase of META, we borrowed $67.0 million under our revolving credit facility.
During Calendar 2005 we recorded $15.0 million in pre-tax charges related to the integration of META.
During Calendar 2005 we repurchased approximately 0.8 million of our common shares.
In Calendar 2004 we completed a tender offer in which we repurchased approximately 16.8 million of our common shares. Additionally, we also repurchased 9.2 million of our common shares from Silver Lake Partners and certain of its affiliates. We borrowed $200.0 million in connection with these purchases.
During Calendar 2003, our long-term debt was converted into equity.
Other charges, which included costs for severance, excess facilities, impairment of long-lived assets and exit from certain non-core product lines, on a pre-tax basis, of $29.2 million in Calendar 2005, $35.8 million for Calendar 2004, $29.7 million for Calendar 2003, $49.4 million for Calendar 2002, $32.2 million for Transition 2002, and $17.2 million for Fiscal 2002.
Pre-tax charges for the impairment of investments of $5.3 million in 2005, $3.0 million for Calendar 2004, $0.9 million for Calendar 2003, $4.2 million for Calendar 2002, $1.7 million for Transition 2002, and $2.5 million for Fiscal 2002.
The results of META, which we acquired on April 1, 2005, are included in our consolidated results beginning on that date.
We repurchased 14.9 million, 0.8 million, 26.6 million, 5.0 million, and 1.4 million of our common shares in 2006, 2005, 2004, 2003, and 2002, respectively.
In 2003 our long-term debt was converted into equity.
We recorded $16.7 million of pre-tax stock compensation expense in 2006 under Statement of Financial Accounting Standards 123(R), “Share-Based Payment.” We adopted this statement on January 1, 2006, under the modified prospective transition method.
During 2006 and 2005 we recorded $1.5 million and $15.0 million, respectively, in pre-tax charges related to the integration of META.
Other charges, which included costs for severance, excess facilities, and other items, on a pre-tax basis, of $0 in 2006, $29.2 million in 2005, $35.8 million in 2004, $29.7 million in 2003, and $49.4 million in 2002.
Pre-tax goodwill impairment charges of $2.7 million in 2004. In the same year, $3.1 million of pre-tax foreign currency charges related to the closing of certain operations in South America.
Pre-tax charges for the impairment of investments of $5.3 million in 2005, $3.0 million in 2004, $0.9 million for 2003, and $4.2 million for 2002.
Pre-tax losses (gains) on investments or assets and associated insurance claims of $(0.5) million in 2005, $5.5 million in 2003, and $0.5 million in 2002.

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Pre-tax goodwill impairment charges of $2.7 million in Calendar 2004. In the same year, $3.1 million of foreign currency charges related to the closing of certain operations in South America.
Gains (losses) on investments or assets and associated insurance claims, on a pre-tax basis, of $(0.5) million in Calendar 2005, $5.5 million for Calendar 2003, $0.5 million for Calendar 2002, and $1.3 million for Fiscal 2002.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report contains forward-looking statements. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” ‘plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” or other words of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under Part 1, Item 1A, Risk Factors. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur. Readers should review carefully any risk factors described in our reports filed with the Securities and Exchange Commission.SEC.
OVERVIEW
With the convergence of IT and business, technology has become increasingly more important — not just to technology professionals, but also to business executives. We are an independent and objectiveGartner, Inc. is a leading research and advisory firm that helps IT and business executives use technology to build, guide and grow their enterprises. We offer independent and objective research and analysis on the information technology, computer hardware, software, communications and related technology industries. We provide comprehensive coverage of the IT industry to approximately 10,000 client organizations, including approximately 400 Fortune 500 companies, across 75 countries. Our client base consists primarily of CIOs and other senior IT and business executives from a wide variety of enterprises, government agencies and the investment community.
We employ a diversified business model that utilizes and leverages the breadth and depth of our research intellectual capital while enabling us to maintain and grow our market-leading position and brand franchise. Our strategyThe foundation for our business model is our ability to aligncreate and distribute our resources and our infrastructureunique, proprietary research content as broadly as possible via:
published reports and briefings,
consulting and advisory services, and
hosting symposia, conferences and exhibitions.
In early 2005, we undertook an initiative to leverage thatbetter utilize the intellectual capital into additional revenue streams through effective packaging, campaigning and cross-selling ofassociated with our products and services.core research product. Our diversified business model provides multiple entry points and synergies that facilitate increased client spending on our research, consulting and events. A keycritical part of our long-term strategy is to increase business volume with our most valuable clients, identifying relationships with the greatest sales potential and expanding those relationships by offering strategically relevant research and analysis. We also seek to extend the Gartner brand name to develop new client relationships, and augment our sales capacity and expand into new markets around the world. In addition, we seek to increase our revenue and operating cash flow through more effective pricing of our products and services. These initiatives have created additional revenue streams through more effective packaging, campaigning and cross-selling of our products and services.
We intend to maintain a balance between (1) pursuing opportunities and applying resources with a strict focus on growing our three core businesses and (2) generating profitability through a streamlined cost structure.
We have three business segments: Research, Consulting and Events.
Researchprovides research content and advice for IT professionals, technology companies and the investment community in the form of reports and briefings, as well as peer networking services and membership programs designed specifically for CIOs and other senior executives.
Consultingconsists primarily of consulting, measurement engagements and strategic advisory services (paid one-day analyst engagements) (“SAS”), which provide assessments of cost, performance, efficiency and quality focused on the IT industry.
Eventsconsists of various symposia, conferences and exhibitions focused on the IT industry.
Researchprovides insight for CIOs, IT professionals, technology companies and the investment community through reports and briefings, access to our analysts, as well as peer networking services and membership programs designed specifically for CIOs and other senior executives.
Consultingconsists primarily of consulting, measurement engagements and strategic advisory services (paid one-day analyst engagements) (“SAS”), which provide assessments of cost, performance, efficiency and quality focused on the IT industry.
Eventsconsists of various symposia, conferences and exhibitions focused on the IT industry.
We believe the following business measurements are important performance indicators for our business segments:
   
BUSINESS SEGMENT BUSINESS MEASUREMENTS
 
Research Contract valuerepresents the value attributable to all of our subscription-related research products that recognize revenue on a ratable basis. Contract value is calculated as the annualized value of all subscription research contracts in effect at a specific point in time, without regard to the duration of the contract.
 
  Client retention raterepresents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago.
 
  Wallet retention raterepresents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value

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BUSINESS SEGMENT BUSINESS MEASUREMENTS
 
  a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of clients, who were clients one year earlier, by the total contract value from a year earlier. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both.
 
  Number of executive program membersrepresents the number of paid participants in executive programs.
   
 
Consulting Consulting backlogrepresents future revenue to be derived from in-process consulting, measurement and strategic advisory services engagements.
 
  Utilization ratesrepresent a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill.
   
  Billing Raterepresents earned billable revenue divided by total billable hours.
   
  Average annualized revenue per billable headcountrepresents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the average utilization percentage times the billable hours available for one year.
   
 
Events Number of eventsrepresents the total number of hosted events completed during the period.
   
  Number of attendeesrepresents the number of people who attend events.
EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION
During Calendar 2005, we acquired META Group, Inc. (“META”)Our 2006 results continue to reflect our focused execution on our strategy to grow our research business and improve our operational margins.
We continue to invest in an all-cash transaction for $10.00 per share, orour sales capability, and our sales force of 663 associates is up approximately $168.321% from the prior year. The Research segment benefited strongly from this investment, with revenue up 9% in 2006, to $571.2 million excluding transaction costs of $8.1 million. META was a publicly owned, premier information technology and research firm that was based in Stamford, Connecticut with about 715 employees. In 2004, META generated $141.5from $523.0 million in revenue from 52 worldwide locations and had $90.8 million of assets2005. Contract value at December 31, 2004. The results of operations of META are included in our consolidated financial results beginning April 1, 2005,2006 was the date of the acquisition. As of December 31, 2005 we have fully and successfully integrated META into our operations.
We initiated and completed several actions during Calendar 2005 to enhance shareholder value. We simplified our capital structure by eliminating our dual class stock, and since July 7th our common stock has been trading under one ticker symbol—IT. We believe this change increased the trading liquidity of our common stock for our shareholders. In September we completed a buy back of certain vested and outstanding stock options for cash, which resultedhighest in the tender and cancellation of approximately 6.4Company’s history, at $640.3 million, options. We undertook the buy back to reduce the option overhang resulting from the high number of options outstanding. In October our Board of Directors authorized a $100.0 million common share repurchase program, and we repurchased approximately 838,000 of our common shares by the end of the year.
We enhanced our liquidity and financial flexibility during Calendar 2005 by amending our Credit Agreement. In addition to increasing our available credit and securing a more favorable amortization schedule, we also obtained more favorable covenant terms. We also reduced our exposure to rising interest rates on the term portion of the loan facility by entering into an interest rate swap agreement in the fourth quarter of Calendar 2005, which effectively converted the base floating rate on the base term loan to a fixed rate. We ended Calendar 2005 with $70.3 million in cash, which we believe is sufficient to meet our current needs, and our stockholders’ equity at December 31, 2005 was $146.6 million.
We believe that we have stabilized our core Research business and will continue to focus on growing its revenues. Research revenue was up 9%11% over the prior year to $523.0 million; revenue was up about 3% excluding the impact of META and the effect of foreign currency. At December 31, 2005, contractContract value has now increased for 12 consecutive quarters. Both our research client retention rate and wallet retention remained strong at year-end 2006, at 81% and 96%, respectively.
Revenue from our Consulting segment was $592.6$305.2 million in 2006, up 16%, or $83.4 million, from $509.2 million1% compared to the prior year. Consulting backlog at December 31, 2004. This represents our highest contract value since2006 was $109.8 million, up about 2% from September 30, 2000 and our second highest level ever. In addition, the growth in contract value shows increases across all regions as well as across the entire product portfolio. Our Research client retention rate at December 31, 2005 increased to 81% from 80% at the prior year-end, while wallet retention was2006, but down to 93% from 95% over the same period.
Consulting revenue for Calendar 2005 was up 16% over the prior year (revenue was up 11% excluding META and foreign currency impact), and we ended Calendar 2005 with a backlog of $119.9 million, a 7% increaseabout 8% from December 31, 2004. During Calendar 2005, our average2005. The consultant utilization rate wasincreased 2 points, to 64% in 2006 from 62%, compared to 63% in 2005. Both the prior year, while billable headcount increased to 525 at December 31, 2005, compared to 475 at December 31, 2004. Ouraverage hourly billing rate and the average annualized revenue per billable headcount remained strong. Billable headcount was above $375,000.down about 2% from the prior year, reflecting our planned focus on operational effectiveness over growth.
Our Events businesssegment continues to deliver consistent and profitablestrong revenue growth. Our continuing emphasis on managing the Events portfolio to retain our long-time successful events and introduce promising new events has resultedcontinues to yield increasing revenue performance. Revenue for this segment in continued positive revenue performance, with Calendar 2005 revenue2006 was up 9%12% over the prior year. Same event revenue also increased, up 5% overyear, with increases in both our on-going events and new events. We held 74 events in 2006 compared to 70 in the prior year. Contributing to the increased

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revenue was a substantialyear period and had an overall increase in attendance of 17%.
For a more detailed discussion of our segment results, see Segment Results below.
We also continue our focus on enhancing shareholder value through the numbercontinued evolution of events, with 70 held during Calendar 2005our capital structure. During 2006, we repurchased 15.8 million shares of our common stock through both open market purchases and direct share repurchases from Silver Lake. In addition, in January 2007 we closed on a new credit facility which increased our total debt capacity to $480.0 million, and in February 2007 our Board of Directors approved a new $200.0 million share buyback program.
On January 1, 2006, we adopted the new accounting rule for stock-based compensation, SFAS No. 123(R), and as a result we are now recording compensation expense for all stock-based compensation awards granted to employees. The Company awards stock-based compensation as an incentive for employees to contribute to our long-term success and to better align the interests of our employees and our shareholders.
We had net income of $58.2 million in 2006, or $0.50 per diluted share, compared to 56 held in Calendar 2004.a loss of $(0.02) per diluted share for the prior year period, and we ended the year with $67.8 million of cash.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
Our quarterly and annual revenue, operating income, and cash flow fluctuate as a result of many factors, including: the timing of Symposia,Symposium, our flagship event that normally occurs during the fourth calendar quarter, and other events; the amount of new business generated; the mix of domestic and international business; changes in market demand for our products and services; changes in foreign

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currency rates; the timing of the development, introduction and marketing of new products and services; and competition in the industry. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements requires the application of appropriate accounting policies. Our significant accounting policies are described in Note 1 in the Notes to Consolidated Financial Statements. Management considers the policies discussed below to be critical to an understanding of our financial statements because their application requires complex and subjective judgments and estimates. Specific risks for these critical accounting policies are described below.
Revenue recognition— We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”), and SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”). Revenue by significant source is accounted for as follows:
 Research revenues are derived from subscription contracts for research products. Revenues from research products are deferred and recognized ratably over the applicable contract term;
 
 Consulting revenues are generated from fixed fee and time and material engagements. Revenue from fixed fee contracts is recognized on a percentage of completion basis. Revenues from time and materials engagements is recognized as work is delivered and/or services are provided;
 
 Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition;
 
 Other revenues consistsconsist primarily of fees from research reprints and software licensing. Reprint fees are recognized when the reprint is shipped. Fees from software licensing isare recognized when a signed non-cancelable software license exists, delivery has occurred and collection is probable, and the fees are fixed or determinable; and
 
 The majority of research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. All research contracts are non-cancelable and non-refundable, except for government contracts that have a 30-day cancellation clause, but have not produced material cancellations to date. It is our policy to record the entire amount of the contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue, since the contract represents a legally enforceable claim. For those government contracts that permit termination, we bill the client the full amount billable under the contract but only record a receivable equal to the earned portion of the contract. In addition, we only record deferred revenue on these government contracts when cash is received. Deferred revenues attributable to government contracts were $41.7$47.9 million and $40.9$41.7 million at December 31, 20052006 and December 31, 2004,2005, respectively. In addition, at December 31, 20052006 and December 31, 2004,2005, we had not recognized uncollected receivables or deferred revenues, relating to government contracts that permit termination, of $7.1$9.6 million and $4.2$7.1 million, respectively.
The preliminary purchase price allocation of the META acquisition includes an estimate of the fair value of the cost to fulfill the deferred revenue obligation assumed from META. The estimated fair value of the deferred revenue obligation was determined by estimating the costs to provide the services plus a normal profit margin, and did not include any costs associated with selling efforts. As a result, in allocating the purchase price we recorded adjustments to reduce the carrying value of META’s March 31, 2005 deferred revenue by approximately $12.6 million. Consequently, revenues related to META contracts existing at the date of acquisition in the amount of approximately $9.0 million that would have been recorded by META had it remained an independent entity were not recognized in Calendar 2005, and the remaining $3.6 million will impact Calendar 2006. As former META customers renew their contracts, we will recognize the full value of revenue from those new contracts over the respective contract periods.
Uncollectible fees receivable— The allowance for losses is composed of a bad debt and a sales and allowance reserve. Provisions are charged against earnings. The measurement of likely and probable losses and the allowance for uncollectible fees receivable is based on historical loss experience, aging of outstanding receivables, an assessment of current economic conditions and the financial health of specific clients. This evaluation is inherently judgmental and requires material estimates. These valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectibility of fees receivable becomes available. Circumstances that could cause our valuation reserves to increase include changes in our clients’ liquidity and credit quality, other factors negatively impacting our clients’ ability to pay their obligations as they come due, and the effectiveness of our collection efforts. The following table provides our total fees receivable, along with the related allowance for losses (in thousands):
                    
 December 31,  December 31,
 2005 2004  2006 2005
      
Total fees receivable $321,095 $266,139  $337,083 $321,095 
Allowance for losses  (7,900)  (8,450)   (8,700)  (7,900)
    
Fees receivable, net $313,195 $257,689  $328,383 $313,195 
    

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Impairment of goodwill and other intangible assets— The evaluation of goodwill is performed in accordance with Statement of Financial Accounting Standards No. 142, — “Goodwill and Other Intangible Assets” (“(”SFAS 142”). Among other requirements, this standard eliminated goodwill amortization upon adoption and requires ongoing annual assessments of goodwill impairment. The evaluation of other intangible assets is performed on a periodic basis. These assessments require management to estimate the fair values of our reporting units based on estimates of future business operations and market and economic conditions in developing long-term forecasts. If we determine that the fair value of any reporting unit is less than its carrying amount, we must recognize an impairment charge, for the associated goodwill of that reporting unit, to earnings in our financial statements. Goodwill is evaluated for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger a review for impairment include the following:
  Significant under-performance relative to historical or projected future operating results;
 
  Significant changes in the manner of our use of acquired assets or the strategy for our overall business;
 
  Significant negative industry or economic trends;
 
  Significant decline in our stock price for a sustained period; and
Our market capitalization relative to net book value.

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Our market capitalization relative to net book value.
Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the reporting units and the effects of changes in circumstances affecting these valuations, both the precision and reliability of the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our estimates. During Calendar 2004, we recorded an impairment charge of $0.7 million in the first quarter relating to goodwill associated with certain operations in South America that were closed, and in the fourth quarter we recorded a goodwill impairment charge of $2.0 million related to the exit from certain non-core product lines.
Accounting for income taxes— As we prepare our consolidated financial statements, we estimate our income taxes in each of the jurisdictions where we operate. This process involves estimating our current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We record a valuation allowance to reduce our deferred tax assets when future realization is in question. We consider the availability of loss carryforwards,carryovers, existing deferred tax liabilities, future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event we determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged against income in the period such determination was made.
We operate in numerous foreign taxing jurisdictions and our level of operations orand profitability in each jurisdiction could have an impact upon the amount of income taxes that we provide in any given year. In addition, our tax filings for various tax years are subject to audit by the tax authorities in jurisdictions where we conduct business. These audits may result in assessments of additional taxes. We have provided for the amounts we believe will ultimately result from these audits. However, resolution of these matters involves uncertainties and there are no assurances that the ultimate resolution will not exceed the amounts provided.
In October 2005 and October 2006 we received an IRS Examination ReportReports showing proposed changes that primarily relate to the valuation of intangible assets licensed to a foreign subsidiary and the calculation of payments under a cost sharing arrangement. The Company appealed the initial findings and has reached an agreement on the issues with IRS Appeals Office. See Item 3. Legal Proceedings for additional information.information
Accounting for stock-based compensation— On January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by SEC Staff Accounting Bulletin No. 107 (“SAB No. 107”). Effective with the adoption of SFAS No. 123(R), the Company is recognizing stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service period, net of estimated forfeitures (See Note 10 — Stock-Based Compensation in the Notes to the Consolidated Financial Statements).
Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards and the Company’s common stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the rate of employee forfeitures and the likelihood of achievement of certain performance targets. The assumptions used in calculating the fair value of stock compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock compensation expense could be materially different from what has been recorded in the current period.
Contingencies and other loss reserves and accruals— We record accruals for severance costs, lease costs associated with excess facilities, contract terminations and asset impairments as a result of actions we undertake to streamline our organization, reposition certain businesses and reduce ongoing costs. Estimates of costs to be incurred to complete these actions, such as future lease payments, sublease income, the fair value of assets, and severance and related benefits, are based on assumptions at the time the actions are initiated. To the extent actual costs differ from those estimates, reserve levels may need to be adjusted. In addition, these actions may be revised due to changes in business conditions that we did not foresee at the time such plans were approved. During Calendar 2005 we revised our previous estimate for costs and losses associated with excess facilities and we recorded a charge of approximately $8.2 million, primarily due to a reduction of office space in San Jose, California, where we consolidated employees from two buildings into one. The charge is included in Other charges along with severance, the option buyback, impairment, and other costs.charges. Additionally, we record accruals for estimated incentive compensation costs during each year. Amounts accrued at the end of each reporting period are based on our estimates and may require adjustment as the ultimate amount paid for these incentives are sometimes not known until after year end.
CHANGE IN FISCAL YEARRESULTS OF OPERATIONS
On October 30, 2002, we announced that our Board of Directors had approved a change of our fiscal year-end2006 VERSUS 2005
revenues increased 7% or $71.3 million, to $1,060.3 million in 2006 from September 30 to December 31, effective January 1, 2003. This change resulted$989.0 million in a three-month transitional period ending December 31, 2002. References to Transition 2002, unless otherwise indicated, refer to the three-month transitional period ended December 31, 2002. References to Fiscal 2002 and Fiscal 2001, unless otherwise indicated, are to the respective fiscal year period from October 1 through September 30. References to Calendar 2006, Calendar 2005, Calendar 2004, Calendar 2003, and Calendar 2002, unless otherwise indicated, are to the2005.

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respective twelve-month period
Researchrevenues increased 9% in 2006 to $571.2 million, compared to $523.0 million in 2005, and comprised approximately 54% and 53% of total revenues in 2006 and 2005, respectively.
Consultingrevenues in 2006 of $305.2 million were up 1% compared to the $301.1 in 2005, and comprised approximately 29% and 30% of total revenues in 2006 and 2005, respectively.
Eventsrevenues were $169.4 million in 2006, an increase of 12% from the $151.3 million in 2005, and comprised approximately 16% and 15% of total revenues in 2006 and 2005, respectively.
Otherrevenues, consisting principally of reprint and software licensing fees, increased 6%, to $14.4 million in 2006 from $13.6 million in 2005.
Excluding the impact of foreign currency translation, total revenues for 2006 would have increased slightly less than 7%. See the Segment Results section below for a further discussion of segment revenues. Gartner acquired META on April 1, 2005, and as a result Gartner’s first quarter of 2005 operating results did not contain META. Because META has been completely integrated into Gartner, we cannot approximate the impact on our 2006 results from the acquisition.
Revenues increased in all regions. Revenues from sales to United States and Canadian clients increased 3% to $631.3 million in 2006 from $611.0 million in 2005. Revenues from sales to clients in Europe, the Middle East and Africa (“EMEA”) increased 14% to $337.7 million in 2006 from $296.7 million in 2005. Revenues from sales to clients in other international regions increased 12%, to $91.3 million in 2006 from $81.3 million in 2005.
Cost of services and product development expense increased $18.7 million, or 4%, to $505.3 million in 2006 from $486.6 million in 2005. Excluding the effects of foreign currency translation, Cost of services and product development expense would have increased 3% for the twelve months ended December 31, 2006.
The 4% year-over-year increase in Cost of services and product development expense was primarily due to charges of $8.0 million for stock-based compensation under SFAS No. 123(R), approximately $6.0 million of incremental delivery costs associated with continued growth in our Events business, the inclusion of a full year of salary and benefit expense for former META employees in 2006 compared to nine months in 2005, and higher compensation costs related to merit salary increases. The Company adopted SFAS No. 123(R) on January 1, through2006 under the modified prospective transition method, so the prior year excludes such charges. In addition to these expense increases, Cost of services and product development expense for 2005 benefited from the reversal of $2.1 million of prior year’s bonus accruals. For 2006 and 2005, Cost of services and product development expense as a percentage of sales was 48% and 49%, respectively.
Selling, general and administrative expenses (“SG&A”)increased 5%, or $18.8 million, to $416.1 million in 2006 from $397.3 million in 2005. Excluding the effects of foreign currency translation, SG&A expense would have increased by 4% year-over-year.
The 5% increase in SG&A expense on a year-to-date basis resulted primarily from increased investment in our sales organization. We now have 663 sales associates, a 21% increase over the prior year, which added approximately $18.0 million of costs. Also contributing to the increase were charges of $8.7 million for stock-based compensation under SFAS No. 123(R), and increased recruiting and relocation expenses. Offsetting these increases were reductions in a number of G&A expense categories, to include consulting, travel, facilities, and fulfillment. In addition, SG&A expense in 2005 benefited from the reversal of $0.8 million of prior year’s bonus accruals.
Depreciation expense for 2006 decreased 8%, to $23.4 million, compared to $25.5 million for 2005. The reduction is due to a decline in capital spending in both the current and prior periods, reflecting our focus on disciplined capital spending on projects that support our strategic initiatives.
Amortization of intangibleswas $10.7 million for 2006 and $10.2 million in 2005. Of the $25.6 million of intangibles we recorded related to META, both the intellectual property and database intangibles are now fully amortized, with $5.0 million in customer relationship intangibles remaining to be amortized.
meta integration charges were $1.5 million and $15.0 million for 2006 and 2005, respectively. These expenses were primarily for severance, and for consulting, accounting, and tax services, related to our integration of META. The Company will not record any additional META integration charges in 2007 or later.
other charges were zero in 2006 and $29.1 million in 2005. The 2005 charges consisted of $10.6 million of employee severance costs, $8.2 million of charges mostly related to excess office space, $6.0 million related to an option buyback, and $4.3 million primarily for restructuring in our international operations.
loss on investments, net was zero and $5.8 million for 2006 and 2005, respectively. The 2005 loss was primarily due to the writedown of an investment in a venture capital fund to its net realizable value. The investment was sold in late 2005 at book value. As of December 31.31, 2006, we had approximately $0.3 million of investments.

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interest expense, net was $16.6 million and $11.1 million for 2006 and 2005, respectively, a $5.5 million increase. The increase was primarily related to an increase in rates and an increase in the amount of debt outstanding, and to a lesser extent higher amortization and writeoff of debt issue costs. The weighted-average interest rate on our debt was 6.3% in 2006 compared to 4.9% in the prior year. In addition, the weighted-average debt outstanding was about $5.0 million higher in 2006 compared to 2005.
RESULTS OF OPERATIONSother expense, net for both 2006 and 2005 consists primarily of net foreign currency exchange gains and losses.
CALENDAR provision (benefit) for income taxes was $27.7 million for 2006 compared to $7.9 million for 2005. The effective tax rate was 32.2% and 144.8% for 2006 and 2005, respectively. The lower effective tax rate in 2006 as compared to 2005 is attributable to several items. The most significant of those items include the following: (a) the Company generated more income in low tax jurisdictions in 2006 as compared to 2005, and (b) 2006 included a significant decrease in valuation allowances for state and local net operating losses due to expected utilization as a result of legal entity restructuring while 2005 included a significant increase in valuation allowances for foreign tax credits. The impact of these items is partially offset by: (a) benefits taken to reduce overall tax expense in 2005 relating to repatriated earnings, no such items occurred in 2006, (b) larger benefits taken in 2005 as compared to 2006 for foreign tax credits generated, and (c) an overall increase in reserve needs in 2006 as compared to an overall decrease in 2005. Note that the impact of the various positive and negative adjustments is amplified by lower pretax book income in 2005 as compared to 2006.
In March 2005, we repatriated approximately $52.0 million in cash from our non-US subsidiaries. Also in 2005, we took into account technical corrections issued by the Treasury Department related to repatriating earnings under the American Jobs Creation Act (AJCA). As a result of favorable provisions in the technical corrections, we realized a tax benefit of $3.6 million in 2005 that reduced the cumulative charge on the repatriated earnings to $1.4 million. In addition, as a consequence of the application of the technical corrections, we re-evaluated our ability to use foreign tax credits in the future and took a charge of $2.5 million to re-establish valuation allowance for foreign tax credits that will more likely than not expire unused. Upon filing our 2005 income tax return in 2006, the Company determined that it would be more beneficial not to avail itself of the provision of the AJCA with respect to the taxation of the repatriation. Therefore, the repatriation was partially taxed as an ordinary dividend and partially as a tax-free return of capital under existing tax law.
Excluding the impact of SFAS No. 123(R), amortization of certain intangibles acquired as part of the META acquisition and various META integration charges, the effective tax rate was 32.4% for 2006. Excluding the impact of the amortization of certain intangibles acquired as part of the META acquisition, various META integration charges and certain one-time charges for facility closures and capital asset impairments, the effective tax rate was 36.6% for 2005, respectively. The lower effective tax rate in 2006 as compared to 2005 is attributable to several items. The most significant of those items include the following: (a) the Company generated more income in low tax jurisdictions in 2006 as compared to 2005, and (b) 2006 included a significant decrease in valuation allowances for state and local net operating losses while 2005 included a significant increase in valuation allowances for foreign tax credits. The impact of these items is partially offset by (a) benefits taken to reduce overall tax expense in 2005 relating to repatriated earnings, no such items occurred in 2006, (b) larger benefits taken in 2005 as compared to 2006 for foreign tax credits generated, and (c) an overall increase in reserve needs in 2006 as compared to an overall decrease in 2005. Note that the impact of the various positive and negative adjustments is amplified by lower pretax book income in 2005 as compared to 2006.
2005 VERSUS CALENDAR 2004
Total revenues increased 11%, or $95.2 million, to $989.0 million during Calendar 2005 from $893.8 million during Calendar 2004.
Researchrevenues increased 9% in Calendar 2005 to $523.0 million, compared to $480.5 million in Calendar 2004, and comprised approximately 53% and 54% of total revenues in Calendar 2005 and Calendar 2004, respectively.
Consultingrevenues in Calendar 2005 of $301.1 million were up 16% compared to the $259.4 in Calendar 2004, and comprised approximately 30% and 29% of total revenues in Calendar 2005 and Calendar 2004, respectively.
Eventsrevenues were $151.3 million in Calendar 2005, an increase of 9% from the $138.4 million in Calendar 2004, and comprised approximately 15% of total revenues in both periods.
Otherrevenues, consisting principally of reprint and software licensing fees, decreased 13% to $13.6 million in Calendar 2005 from $15.5 million in Calendar 2004.
Researchrevenues increased 9% in 2005 to $523.0 million, compared to $480.5 million in 2004, and comprised approximately 53% and 54% of total revenues in 2005 and 2004, respectively.
Consultingrevenues in 2005 of $301.1 million were up 16% compared to the $259.4 in 2004, and comprised approximately 30% and 29% of total revenues in 2005 and 2004, respectively.
Eventsrevenues were $151.3 million in 2005, an increase of 9% from the $138.4 million in 2004, and comprised approximately 15% of total revenues in both periods.
Otherrevenues, consisting principally of reprint and software licensing fees, decreased 13% to $13.6 million in 2005 from $15.5 million in 2004.
The effects of foreign currency translation had approximately a $1.1 million negative effect on total revenues for Calendar 2005 compared to Calendar 2004, while the META purchase added approximately $50.0 million of revenue. Excluding the effects of foreign currency translation and the META acquisition, revenues would have increased approximately 5% year-over-year. See the Segment Results section below for a further discussion of segment revenues.
Revenues increased in all regions. Revenues from sales to United States and Canadian clients increased 9% to $611.0 million in Calendar 2005 from $559.4 million in Calendar 2004. Revenues from sales to clients in Europe, the Middle East and Africa (“EMEA”) increased 13% to $296.8$296.7 million in Calendar 2005 from $263.0 million in Calendar 2004. Revenues from sales to clients in other international regions increased 14% to $81.2$81.3 million in Calendar 2005 from $71.4 million in Calendar 2004.

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Cost of services and product development expense increased $52.1 million, or 12%, to $486.6 million in Calendar 2005 from $434.5 million in Calendar 2004, with foreign currency translation having a negligible impact. The increase in costCost of services and product development expense on a year-to-date basis resulted primarily from an increase in salary and benefits expense of approximately $33.5 million, primarily driven by the addition of 140 people related to the META purchase, and higher bonus expense and sales commissions of $14.2 million and $5.0 million, respectively. The increase in bonus expense reflects the Company’s decision to restore bonus payouts to a competitive level. In addition, we had $5.3 million of higher conference expenses related to an increase in the number of events and attendees.
Cost of services and product development expense in Calendar 2005 benefited by the reversal of $2.1 million of prior years’ incentive compensation programbonus accruals. Additionally, costCost of services and product development expense during Calendar 2004 benefited by the reversal of $3.5 million of prior years’ incentive compensation program accruals. For Calendar 2005 and 2004, costCost of services and product development expense as a percentage of sales was 49% for both periods.
Selling, general and administrative expenses expenseincreased $47.4 million, or 14%, to $397.3 million in Calendar 2005 from $349.8 million in Calendar 2004, with foreign currency translation having a negligible impact. The increase in SG&A expensesexpense on a year-to-date basis was primarily driven by our continued investment in our sales organization, in which we now haveorganization. We added over 700 sales associates, a 17% increase over Calendar 2004, reflecting the addition of 110 new sales associates in 2005.2005, which includes 80 from META. We added 111 people related to the META purchase, including the 80 sales associates, accounting for approximately $10.7 million of the increase. In addition to the $10.7 million increase attributable to META, other salary and benefit increases totaled $12.1 million, while bonus expense and sales commissions increased by $6.9 million and $7.0 million, respectively. Also, we had approximately $16.4 million of additional external consulting, facilities, outsourcing, and other charges. These charges were offset by the favorable impact of approximately $4.4 million of lower costs, primarily marketing, and production. SG&A expensesexpense in Calendar 2005 benefited by the reversal of $0.9 million of prior years’ incentive compensation program accruals. During Calendar 2004, SG&A expensesexpense benefited by the reversal of $3.3 million of prior year’s incentive compensation program accruals. During Calendar 2004 the Company reduced its allowance for doubtful accounts by $3.7 million as a result of increased collections and a decline in write-offs.
Depreciation expense for Calendar 2005 decreased 8% to $25.5 million, compared to $27.6 million for Calendar 2004. The reduction is due to a decline in capital spending, reflecting our disciplined capital spending on projects that support our strategic initiatives.
Amortization of intangiblesincreased to $10.2 million in Calendar 2005 from $0.7 million in the prior year due to the amortization of the $25.6 million of intangibles asset acquired in the META acquisition. The majority of the intangibles related to the META acquisition will be fully amortized by the end of Calendar 2006.

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Goodwillgoodwill impairments were $2.7 million in Calendar 2004, reflecting the write-off of $0.7 million of goodwill related to the closing of certain operations in Latin America and other$2.0 million related to the exit from certain non-core product lines.
Othermeta integration charges was $15.0 million in 2005. These expenses were primarily for severance, and for consulting, accounting, and tax services, related to our integration of META.
other charges during Calendar 2005 were $29.2 million, which includes $10.7 million related to workforce reductions, $6.0 million for an option buyback, $8.2 million related to a reduction in office space, and $4.3 million of other charges. The Company severed a total of 150 employees in Calendar 2005 and estimates the annualized savings from the termination of these employees to be approximately $15.2 million. The Company plans to reinvesthas reinvested a significant portion of these savings into improving its products, processes, and infrastructure to help drive future growth.
During the fourth quarter of Calendar 2005, the Company recorded other charges of $1.5 million for costs associated with employee termination severance payments and related benefits for 27 employees. In addition, during the fourth quarter of Calendar 2005 the Company reversed approximately $0.7 million of previously accrued severance benefits because the amounts actually paid were less than estimated. During the third quarter of Calendar 2005, the Company recorded other charges of $6.0 million related to its completion of a one time offer to buy back certain vested and outstanding stock options for cash (See Note 8 — Equity and Stock Programs in the Notes to the Consolidated Financial Statements for additional information). During the second quarter of Calendar 2005, the Company recorded other charges of $8.2 million. Included in the second quarter charge was $8.2 million of costs primarily related to the reduction of office space in San Jose, California, by consolidating employees from two buildings into one. The Company also recorded a charge of $0.6 million associated with certain stock combination expenses, which was offset by a reversal of approximately $0.9 million of accrued severance and other charges that the Company determined would not be paid. During the first quarter of Calendar 2005, the Company recorded other charges of $14.3 million. Included in the charge was $10.6 million for costs associated with employee termination severance payments and related benefits. The workforce reduction was a continuation of the plan announced in the fourth quarter of Calendar 2004 which resulted in the termination of 123 employees during the three months ended March 31, 2005. In addition, during the first quarter of Calendar 2005 the Company also recorded other charges of approximately $3.7 million, primarily related to a restructuring of the Company’s international operations.
Other charges during Calendar 2004 were $35.8 million. Included in this amount was $29.7 million related to severance and benefits for 203 employees, including costs of $7.7 million related to the departure of our President and COO and our Chairman and CEO. Of the 203 employees, 132 were severed as part of the action plan announced in the fourth quarter of Calendar 2003.approximately 200 employees. During Calendar 2004, the Company also revised its estimate of previously recorded costs and losses associated with excess facilities and recorded $2.3 million of additional provisions. The revised estimate was due to a decline in market lease rates for expected subleases, as well as a reduction in estimated periods of subleases. The Company also recorded charges in Calendar 2004 of $1.9 million related to the restructuring of certain internal systems, and $1.8 million for charges related to the exit from certain international and other non-core operations.
(Loss) gainloss on investments, net for Calendar 2005 includes non-cash charges of $5.1 was $5.8 million and $0.2 million during the first and second quarters, respectively, primarily related to writedowns of its investment in SI Venture Fund II, L.P. (“SI II”) which the Company had decided to sell in the fourth quarter of Calendar 2004. The Company recorded the writedown in the first quarter of Calendar 2005 to reduce the investment to its estimated net realizable value after receiving preliminary indications of interest to acquire the investment for less than its recorded value. The Company took the additional writedown in the second quarter of Calendar 2005 based on a preliminary sale agreement for which the proceeds were less than the recorded value. On August 2, Calendar 2005, the Company sold its investment in SI II for approximately $1.3 million, with no resulting gain or loss recorded on the sale since the investment was already at net realizable value. During the fourth quarter of Calendar 2005, the Company sold an investment in common stock it had acquired in the META acquisition for $0.7 million, and recorded a loss of $0.5 million, which is recorded in (Loss) gain from investments, net in the Consolidated Statements of Operations.
(Loss) gain on investments, net for Calendar 2004 was a loss of $3.0 million. In the fourth quarter of Calendar 2004, the Company made the decision to liquidate its equity investments in SI Venture Associates, L.L.C. (“SI I”) and to sell the Company’s interest in SI II. SI I and SI II were venture capital funds engaged in making investments in early to mid-stage IT-based or Internet-enabled companies, of which the Company owned 100% of SI I and 22% of SI II at December 31, 2004. In the fourth quarter of Calendar 2004, the Company recorded a charge of $1.5 million related to the liquidation of SI I, to include $0.8 million for the writedown of the investment2005 and $0.7 million in related shutdown charges. No charges2004, respectively. These losses were recorded on SI II in the fourth quarter of Calendar 2004 related to the planned sale since management believed that the carrying value of the investment approximated its net realizable value. In the third quarter of Calendar 2004, the Company recorded a non-cash charge of $2.2 million related to the transfer of an investment to SI II, as well as a decrease in the Company’s ownership percentage in SI II of seven hundred basis points. The carrying valueprimarily for writedowns of the Company’s investments held by SI I and SI II were zero and $6.7 million, respectively, at December 31, 2004.in venture capital funds.
Other (expense),other expense, net for Calendar 2005 of $2.9 million consists primarily of net foreign currency exchange gains and losses. Other (expense), net of $3.9 million in Calendar 2004 includes the non-cash write-off of $3.1 million of accumulated foreign currency translation adjustments associated with certain of our operations in South America that we have closed. As a result of this decision we were required to reclassify these currency adjustments that have been accumulated within equity to earnings, in accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation.”

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Provisionprovision for income taxes was 144.8% and 51.0% of income before income taxes for Calendar 2005 and 2004, respectively. The increase in the effective tax rate for Calendar 2005, as compared to that of Calendar 2004, is principally due to the fact that the Company generated less income in low tax jurisdictions as compared to the prior year and recorded valuation allowances against capital losses and foreign tax credit carryforwards. The impact of these items is offset, in part, by benefits taken to reduce the overall tax expense on repatriated earnings as well as reductions for interest costs related to tax contingencies. The impact of the various positive and negative adjustments is amplified by lower pretax book income in 2005 as compared to 2004.

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Excluding the effect of certain one-time charges, the provision for income taxes for the years ended 2005 and 2004 would have been 36.6% and 36.0% respectively. In 2005, the most significant of these one-time charges included expenses related to the acquisition and integration of META, various capital losses and impairments, charges associated with the buy-back of under water stock options, and severance and facilities reduction charges. In 2004, the most significant of these one-time charges included nondeductible goodwill impairment, the write-off of accumulated foreign currency translation adjustments associated with certain South American operations, various capital losses and impairments, and severance and facilities reduction charges.
In Calendar 2004, we took a $5.0 million tax charge in anticipation of repatriating approximately $52.0 million in earnings from our non-US subsidiaries in Calendar 2005. The repatriation was expected to qualify for a one-time reduced tax rate pursuant to the American Jobs Creation Act.Act (AJCA). The charge was partially offset by a benefit of $2.5 million to the release of a valuation allowance on foreign tax credits that werewas expected to be utilized before they expired.
In March 2005, we repatriated approximately $52.0 million in cash from our non-US subsidiaries. Also in 2005, we took into account technical corrections issued by the Treasury Department related to repatriating earnings under the AJCA. As a result of favorable provisions in the technical corrections, we realized a tax benefit of $3.6 million in 2005 that reduced the cumulative charge on the repatriated earnings to $1.4 million. In addition, as a consequence of the application of the technical corrections, we re-evaluated our ability to use foreign tax credits in the future and took a charge of $2.5 million to re-establish valuation allowanceallowances for foreign tax credits that will more likely than not expire unused.
2006 SEGMENT RESULTS
We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income excluding certain Cost of services and product development expense and SG & A expense, depreciation, META integration charges, amortization of intangibles and Other charges. Gross contribution margin is defined as gross contribution as a percentage of revenues.
Research
We had strong revenue performance in our Research segment in 2006, with revenue up 9%, to $571.2 million, from $523.0 in 2005. Foreign currency had an immaterial impact on revenue for the year. The revenue growth for the year was across all of our regions and client sectors, as well as across the entire client portfolio.
Both client and wallet retention rates remain strong. At December 31, 2006, our research client retention rate was 81%, the same rate as of December 31, 2005. Wallet retention was up 3 points from the prior year, to 96% at December 31, 2006, from 93% at December 31, 2005. Our Executive Program membership was 3,646 at December 31, 2006, compared to 3,522 at the prior year end.
Research gross contribution of $345.5 million for 2006 increased 11% from the $310.0 million in 2005, while gross contribution margin increased 1 point in 2006 to 60%, from 59% in the prior year. The improvement in the contribution margin was mainly due to operating leverage resulting from the strong revenue performance. For 2006, SFAS No. 123(R) decreased gross contribution margin in the Research segment by about 1 point.
Contract value at December 31, 2006 was the highest in the Company’s history, at $640.3 million, up 8% over the prior year value of $592.6 million. Excluding the effectimpact of certain one-time charges, the provisionforeign currency, contract value increased by approximately 11%. Contract value has now increased for income taxes for calendar years ended 200512 consecutive quarters. The increase was driven by growth in both core research and 2004 would have been 36.6% and 36.0% respectively. In 2005, the most significant of these one-time charges included expenses relatedExecutive Programs.
Consulting
Consulting revenues increased 1%, to $305.2 million in 2006 as compared to the acquisition$301.1 million in 2005. With a strong emphasis on growing the Research and integrationEvents segments, coupled with a change in sales incentives for the success-fee portion of META, various capital losses and impairments, charges associated with the buy-backConsulting segment, growth slowed from the first half of under water stock options, and severance and facilities reduction charges. In 2004,2006. Excluding the most significantimpact of these one-time charges included nondeductible goodwill impairment, the write-off of accumulated foreign currency translation, adjustments associatedrevenues were up slightly less than 1%.
The year-over-year revenue increase reflects increases in annualized revenue per billable headcount, billing rate, and consultant utilization. Billable headcount was 514 at December 31, 2006, compared to 525 for the prior year, a decline of 2%. Consultant utilization rates were 64% and 62% for 2006 and 2005, respectively. The billing rate remained at over $300 per hour in 2006, while the average annualized revenue per billable headcount was approximately $390,000.
Consulting gross contribution of $120.7 million for 2006 decreased 4% from the $125.7 million in 2005, while the contribution margin for 2006 decreased to 40%, from 42% in the prior year. The margin decline was primarily due to costs related to SFAS No. 123(R), costs related to exiting less profitable geographies, and investments made in senior level hires related to our growth strategy. The impact of SFAS No. 123(R), which we adopted on January 1, 2006, decreased gross contribution margin in the Consulting segment for 2006 by approximately half a point.

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Consulting backlog, which represents future revenues to be recognized from in-process consulting, measurement and SAS, was $109.6 million at December 31, 2006, compared to $107.7 million at September 30, 2006 and $119.9 million at December 31, 2005.
Events
Events revenues in 2006 were up 12%, or $18.1 million, to $169.4 million from $151.3 million in the prior year. We held 74 events in 2006 with certain South American operations, various capital lossesover 41,000 attendees compared to 70 events in 2005 with over 35,000 attendees. The increase in revenue was due to new events as well as strong performance from our on-going events. We had 11 new events in 2006 which had higher revenues than the events that were eliminated, while revenue from existing events was up 7%, reflecting underlying strength in our on-going Summit events. Excluding the impact of foreign currency translation, Events revenues were up approximately 11% in 2006.
Events gross contribution was $83.7 million, or 49% of revenues, for 2006, compared to $76.1 million, or 50% of revenues, for 2005. The decrease in gross contribution margin was primarily due to the mix of new events and impairments, and severance and facilities reduction charges.existing events. SFAS No. 123(R) had an immaterial impact on the Events gross contribution margin for 2006.
2005 SEGMENT RESULTS
We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income excluding certain selling, generalCost of services and administrativeproduct development expense and SG & A expenses, depreciation, META integration charges, amortization of intangibles goodwill impairments, income taxes, META integration charges, and otherOther charges. Gross contribution margin is defined as gross contribution as a percentage of revenues.
Research
Research revenues increased 9%, or $42.5 million, when comparing Calendar 2005 and Calendar 2004, with META contributing approximately $29.0 million, and growth in our Executive Programs accounting for the majority of the rest of the increase. The impact of foreign currency was immaterial. Excluding the impact of META and foreign currency, revenue was up 3%.
Research gross contribution of $310.0 million for Calendar 2005 increased from the $292.7 million for Calendar 2004, while the gross contribution margin for Calendar 2005 decreased to 59% from 61% in the prior year. The decrease in the gross contribution margin in Calendar 2005 was primarily due to increased revenues from our Executive Programs, which have lower margins than our core subscription products, an increase in compensation costs, mostly due to headcount related to the META acquisition, and the impact of converting META contract value to Gartner contract value. We have nowAs of December 31, 2005, we had transacted on approximately 95% of the META contract value.
Research contract value, an indicator of future research revenue, was $592.6 million at December 31, 2005, an increase of 16%, or $83.4 million, from $509.2 million at December 31, 2004. Approximately half of the increase in contract value is attributable to the META acquisition. Excluding the impact of foreign currency, contract value increased by approximately 13%. The research contract value of $592.6 million at December 31, 2005 representsrepresented our highest reported contract value since September 30, 2000.

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At December 31, 2005, our research client retention rate increased 1 percentage point to 81% from 80% at December 31, 2004, while our wallet retention rate was 93% compared to 95% at December 31, 2004. Our Executive Program membership was 3,522 at December 31, 2005, up 18% from 2,975 at December 31, 2004, which is attributed to new business growth in North America and EMEA, as well as improved renewal rates and clients obtained as a result of the META acquisition. OurAs of December 31, 2005, our Executive Program membership remainsremained the largest in our industry and hashad almost doubled in the last three years.
Consulting
Consulting revenues of $301.1 million for Calendar 2005 were up 16%, or $41.7 million, when compared to the $259.4 million in Calendar 2004, with META contributing approximately $18.0 million of the revenue growth. The revenue increase reflects strong organic growth in our core consulting services as well as in the performance-fee portion of our consulting business. The increase in the performance-fee business for Calendar 2005 includes revenues that the Company did not expect to close until the first quarter of 2006, and as a result our margin for that quarter will be impacted. The growth in our core consulting services reflects our continuing execution of our strategy of focusing on fewer accounts, attracting larger deals through integrated solutions, and enhancing engagement profitability through improved resource management. Revenue in Calendar 2005 increased despite our exit from certain less profitable consulting practices and geographies in Calendar 2004. The effect of foreign currency exchange rates reduced revenues by approximately 1%. Excluding the impact of META and foreign currency, revenue was up 11%.
Consulting gross contribution of $125.7 million for Calendar 2005 increased significantly from the prior year, up 36% from the $92.7 million for Calendar 2004, primarily due to higher profitability per engagement, as well as the impact of the timing of performance-fees discussed above. Gross contribution margin for Calendar 2005 increased to 42% from 36% in the prior year. Consulting utilization rates were 62% during Calendar 2005 as compared to 63% during Calendar 2004, while our billable rate was over $350$300 per hour in Calendarfor both 2005 compared to a $318 per hour billable rate in Calendarand 2004. Our billable headcount increased to 525 at December 31, 2005 as compared to 475 at December 31, 2004, an 11% increase, primarily related to consultants from the META acquisition. Our average annualized revenue per billable headcount was approximately $390,000 in Calendar 2005 compared to $342,000 in Calendar 2004.
Consulting backlog, which represents future revenues to be recognized from in-process consulting, measurement and SAS, increased 7%, or $8.1 million, to $119.9 million at December 31, 2005, compared to $111.8 million at December 31, 2004.

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Events.Events revenues increased 9%, or $12.9 million, to $151.3 million for Calendar 2005, compared to $138.4 million for Calendar 2004, with approximately $2.4 million of the increase related to META. Changes in foreign currency exchange rates had a negligible effect on revenues when comparing Calendar 2005 to Calendar 2004. Excluding META and foreign currency, revenue was up 8%. The revenue increase was primarily due to an increase in the number of events, to 70 for Calendar 2005 compared to 56 in the prior year period, as we added 15 new events in new topic areas and geographies. Revenue increased to a lesser extent due to continued performance from our recurring events, for which revenue was up about 5% year over year. The number of attendees at our Events increased by about 14% in Calendar 2005 compared to Calendar 2004, rising to 35,502 from 31,223, respectively.
Gross contribution of $76.1 million for Calendar 2005 was 9.6% higher than the $69.5 million recorded in Calendar 2004. As a percentage of revenues, gross contribution was 50% during Calendar 2005 and Calendar 2004. Since new events typically run at lower margins in their first year of existence, the 15 new events we launched in Calendar 2005 had slightly lower margins than existing events. However, in addition to launching these new events, we continued to rationalize our existing portfolio by exiting from events that no longer met our profit targets. As a result of this active portfolio management, we were able to deliver a flat contribution margin year-over-year.
CALENDAR 2004 VERSUS CALENDAR 2003
Total revenues increased 4% to $893.8 million during Calendar 2004 from $858.4 million during Calendar 2003.
Researchrevenues increased 3% in Calendar 2004 to $480.5 million, compared to $466.9 million in Calendar 2003, and comprised approximately 54% of total revenues in both Calendar 2004 and Calendar 2003.
Consultingrevenues in Calendar 2004 of $259.4 were up slightly compared to the $258.6 in Calendar 2003, and comprised approximately 29% and 30% of total revenues in Calendar 2004 and Calendar 2003, respectively.
Eventsrevenues were $138.4 million in Calendar 2004, an increase of 16% from the $119.4 million in Calendar 2003, and comprised approximately 15% of total revenues in Calendar 2004 versus 14% in Calendar 2003.
Otherrevenues, consisting principally of reprint and software licensing fees, increased 15% to $15.5 million in Calendar 2004 from $13.6 million in Calendar 2003.
The effects of foreign currency translation had approximately a 3% positive effect on total revenues for Calendar 2004 compared to Calendar 2003. Excluding the positive effects of foreign currency translation, revenues would have increased approximately 1% year-

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over-year. See the Segment Results section below for a further discussion of segment revenues.
Revenues increased in all regions year-over-year. Revenues from sales to United States and Canadian clients increased 4% to $559.4 million in Calendar 2004 from $535.7 million in Calendar 2003. Revenues from sales to clients in Europe, the Middle East and Africa (“EMEA”) increased 4% to $263.0 million in Calendar 2004 from $252.3 million in Calendar 2003. Revenues from sales to clients in other international regions increased 1% to $71.4 million in Calendar 2004 from $70.5 million in Calendar 2003.
Cost of services and product development increased 6% during Calendar 2004 to $434.5 million from $410.7 million during Calendar 2003. Excluding the effects of foreign currency translation, cost of services and product development would have increased by 2%, primarily due to increased investment in our core Research business. Growth in our Executive Programs and Events businesses also contributed to higher costs in Calendar 2004. As a percentage of sales, cost of services and product development increased to 48.6% from 47.8% in the prior year period. Cost of services and product development in Calendar 2004 benefited from the reversal of $3.5 million of prior years’ incentive compensation.
Selling, general and administrative expenses increased 5%, to $349.8 million during Calendar 2004 from $333.4 million during Calendar 2003. SG&A would have increased by approximately 2% excluding the negative effects of foreign currency translation. As a percentage of sales, SG&A expense increased slightly in Calendar 2004, to 39.1% of sales from 38.8% in Calendar 2003. SG&A expenses benefited during Calendar 2004 from the reversal of $3.3 million of prior years’ incentive compensation, as well as a reduction in the allowance for doubtful accounts of $3.7 million due to increased collections and a decline in bad debt write-offs as a percentage of sales.
Depreciation expense for Calendar 2004 decreased 23% to $27.7 million, compared to $36.0 million for Calendar 2003. The decrease was due to a reduction in capital spending during Calendar 2004, Calendar 2003 and Calendar 2002 relative to the capital spending during Fiscal 2001 and 2000, which led to a decrease in depreciation expense.
Amortization of intangibles decreased 46% when comparing Calendar 2004 to Calendar 2003 due to certain intangible assets having been fully amortized since the third quarter of Calendar 2003.
Goodwill impairments were $2.7 million in Calendar 2004 compared to $0 in Calendar 2003, reflecting the write-off of goodwill related to the closing of certain operations in Latin America and other non-core product lines.
Other charges during the fourth quarter of Calendar 2004 were $11.9 million, of which $5.9 million was for severance and benefits related to a workforce reduction of 40 employees. Other charges of $4.3 million during the third quarter of Calendar 2004 primarily included severance costs associated with the departure of our President and our former CEO of $3.1 million and $0.8 million, respectively. Other charges of $9.1 million during the second quarter of Calendar 2004 included $3.8 million of severance costs associated with the departure of our former CEO, as well as $5.3 million of costs associated with the termination of 30 employees. During the first quarter of Calendar 2004, other charges of $10.5 million were primarily associated with a realignment of our workforce. This workforce realignment was a continuation of the action plan initiated during the fourth quarter of Calendar 2003 and resulted in the termination of 132 employees, or approximately 4% of our workforce, bringing the total terminations associated with the action plan to 262 employees.
For all of Calendar 2004, we recorded total charges of $29.7 million related to the realignment of our workforce, including costs of $7.7 million related to the departure of our President and our former CEO. The realignment resulted in the termination of 203 employees for the full year. The annualized savings from the termination of these employees would be approximately $23.3 million. However, we plan to reinvest a significant portion of these savings into improving our products, processes, infrastructure, and to fund increases in sales capacity to drive future growth.
Additionally, during the fourth quarter of Calendar 2004, we revised our estimates of previously recorded costs and losses associated with excess facilities and recorded $2.3 million of additional provisions. The revised estimate was due to a decline in market lease rates for expected subleases, as well as a reduction in estimated periods of subleases. We also recorded a charge of $1.9 million in the fourth quarter of Calendar 2004 related to the abandonment of certain internal systems, and $1.8 million for charges related to the exit from certain international and other non-core operations.
Other charges of $29.7 million during Calendar 2003 were for costs for employee severance and benefits associated with workforce reductions initiated under two separate actions, $5.4 million during the first quarter of Calendar 2003 and $14.6 million during the fourth quarter of Calendar 2003. Additionally, during the fourth quarter of Calendar 2003, we revised our estimates of previously recorded costs and losses associated with excess facilities and recorded $9.7 million of additional provisions. The revised estimate was due to a decline in market lease rates for expected subleases, as well as a reduction in estimated periods of subleases. The workforce reduction that occurred during the first quarter of Calendar 2003 was a continuation of the action taken in Transition 2002, which resulted in the termination of 92 employees, or approximately 2% of our workforce. The purpose of this reduction was to reduce costs in underperforming segments. The workforce reduction that occurred during the fourth quarter of Calendar 2003 resulted in the termination of 130 employees, or approximately 3% of our workforce. The purpose of this workforce reduction was part of an effort to streamline operations, strengthen key consulting practices, and align our organizational structure to focus on client needs. These remaining payments

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associated with the workforce reduction were completed in the second quarter of Calendar 2004 and were funded out of existing cash.
(Loss) gain on investments, net during Calendar 2004 was a loss of $3.0 million. In the fourth quarter of Calendar 2004, we recorded a charge of $0.8 million related to the liquidation of SI I. In addition, we recorded an additional charge of $0.7 million in related liquidation costs, which is recorded in Other charges. In the third quarter of Calendar 2004, we recorded a charge of $2.2 million for the transfer of our investment in TruSecure to SI II, as well as a decrease in our ownership percentage in SI II of seven hundred basis points. As a result of this transfer and the decrease in ownership, we were relieved of all future capital calls, which had totaled $4.0 million. See Note 3 — Investments in the Notes to the Consolidated Financial Statements for additional information.
(Loss) gain on investments, net during Calendar 2003 was a gain of $4.7 which included a $5.5 million insurance recovery received during Calendar 2003 associated with previously incurred losses arising from the sale of a business. Also included was an impairment loss of $0.9 million associated with a minority-owned investment not publicly traded. We evaluated the investment for impairment because of the investee’s recapitalization due to its lack of capital resources to redeem its mandatorily redeemable equity, which led us to write the investment down to our estimate of fair value.
The conversion of our outstanding convertible debt to equity during the fourth quarter of Calendar 2003 decreased our interest expense. However, due to the new credit agreement signed in the third quarter of Calendar 2004, interest expense will increase in the future.
Other (expense), net for Calendar 2004 of $3.9 million includes the non-cash write-off of $3.1 million of accumulated foreign currency translation adjustments associated with certain of our operations in South America that we have closed. As a result of this decision we were required to reclassify these currency adjustments that have been accumulated within equity to earnings, in accordance with Statement of Financial Accounting Standards No. 52 “Foreign Currency Translation.” Other income, net for Calendar 2003 of $0.5 million consists primarily of net foreign exchange gains.
Provision for income taxes was 51.0% and 33.4% of income before income taxes for Calendar 2004 and 2003, respectively. The increase in the effective tax rate for Calendar 2004, as compared to that of Calendar 2003, reflects the impact of a planned repatriation of foreign earnings in Calendar 2005 at a one-time favorable tax rate pursuant to the Jobs Creation Act of 2004.
Excluding the effect of certain one-time charges, the provision for income taxes for calendar years ended 2004 and 2003 would have been 36.0% and 33.0% respectively. In Calendar 2004, the most significant of these one-time charges included nondeductible goodwill impairment, the write-off of accumulated foreign currency translation adjustments associated with certain South American operations, various capital losses and impairments, and severance and facilities reduction charges. In Calendar 2003, the most significant of these one-time charges included various capital losses and impairments, and severance and facilities reduction charges.
SEGMENT RESULTS
We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income excluding certain selling, general and administrative expenses, depreciation, amortization of intangibles, goodwill impairments, and other charges. Gross contribution margin is defined as gross contribution as a percentage of revenues.
Research
Research revenues increased 3% when comparing Calendar 2004 and Calendar 2003, but excluding the favorable effects of foreign currency exchange rates, revenue was flat.
Research gross contribution of $292.7 million for Calendar 2004 decreased slightly from the $292.9 million for Calendar 2003, while gross contribution margin for Calendar 2004 decreased to 61% from 63% in the prior year. The decrease in the gross contribution margin in Calendar 2004 was primarily due to increased revenues from our executive programs, which have lower margins than our core subscription products, as well as continued investment in our people, products, and processes required to provide Research growth.
Research contract value, an indicator of future research revenue, was $509.2 million at December 31, 2004, an increase of 6% from $482.2 million at December 31, 2003, with roughly half of the increase due to the effects of foreign currency. The research contract value of $509.2 million at December 31, 2004 represented our highest reported contract value since the first quarter of Calendar 2002. During this period, we focused on stabilizing and then growing revenue in our core Research business. This continued focus began to yield the desired outcome during the latter half of Calendar 2003. We ended the latter half of 2003 with two consecutive quarters of sequential increases in contract value after seven consecutive quarters of sequentially decreasing contract value. Contract value increased sequentially again in the first quarter of Calendar 2004, decreased slightly during the second quarter of Calendar 2004, and increased sequentially again in both the third and fourth quarters of Calendar 2004.
At December 31, 2004, our client retention rates increased 2 percentage points to 80% as compared to the same measure at December 31, 2003. Wallet retention increased 6 percentage points during Calendar 2004 to 95%. While wallet retention rates held steady or climbed

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over the four quarters of Calendar 2004, client retention dipped slightly in the first quarter and then climbed for the remainder of the year.
Our Executive Program membership was 2,708 at December 31, 2004, up 16% from 2,332 at December 31, 2003, which is attributed to new business growth in North America and EMEA, as well as improved renewal rates.
Consulting
Consulting revenues of $259.4 for Calendar 2004 were up slightly when compared to the $258.6 million in Calendar 2003. Excluding the effects of foreign currency exchange rates, revenues would have decreased approximately 4% in Calendar 2004 compared to Calendar 2003. Adjusted for currency effects, Consulting revenue decreased compared to the prior year as a result of our realignment of our business to exit certain less profitable consulting practices and geographies.
Consulting gross contribution of $92.7 million for Calendar 2004 increased 7% from the $86.8 million for Calendar 2003, while gross contribution margin for Calendar 2004 increased to 36% from 34% in the prior year. The increase in the gross contribution margin was primarily attributable to higher consultant utilization rates, which were approximately 63% during Calendar 2004 as compared to approximately 54% during Calendar 2003, as the effects of the realignment were realized, and the reduction in our billable headcount to 475 at December 31, 2004 as compared to 526 at December 31, 2003, a 10% decrease. Our billable rate was $327.00 per hour in Calendar 2004, a 7% increase from the $306.00 rate in Calendar 2003, which is due to more efficient use of staff globally and a higher billable rate in EMEA due to the effects of foreign exchange.
Consulting backlog increased 12% to $111.8 million at December 31, 2004, compared to $99.7 million at December 31, 2003. Our Consulting business ended Calendar 2004 with the continuation of the positive trend that began in Calendar 2003, when we ended that year with two consecutive quarters of sequential increases in backlog after five consecutive quarters of sequential decreases. Due to the realignment in which we exited certain practices and geographies, consulting backlog decreased to $91.7 million at March 31, 2004, but increased to $97.7 million at June 30, 2004 and $103.4 million at September 30, 2004, as business ramped up in our areas of focus.
Events
Events revenues increased 16% to $138.4 million for Calendar 2004, compared to $119.4 million for Calendar 2003. Changes in foreign currency exchange rates had approximately a 2% favorable impact on revenues when comparing Calendar 2004 to Calendar 2003. Revenues increased despite having one less event during Calendar 2004 as compared to Calendar 2003, with 56 and 57 events, respectively. Revenue for Calendar 2004 increased due to higher attendance and higher average exhibitor revenue, resulting in higher average revenue per event in our recurring events. Attendance at Events increased to 31,223 in Calendar 2004 from 27,547 in Calendar 2003, a 13% increase, which is attributed to the popularity of the topics offered.
Gross contribution of $69.5 million for Calendar 2004 was 24% higher than the $56.0 million recorded in Calendar 2003. As a percentage of revenues, gross contribution increased to 50% during Calendar 2004 from 47% during Calendar 2003. The increase in gross contribution margin was due to the mix of events as well as lower personnel and marketing costs. Also, during Calendar 2003, we invested more in marketing and promoting our events to maintain our attendance levels during a weak economy, especially in the technology sector.
LIQUIDITY AND CAPITAL RESOURCES
Calendar2006
Cash provided by operating activities totaled $106.3 million for the twelve months ended December 31, 2006, compared to $27.1 million in the prior year period. The increase in cash flow from operating activities of $79.2 million was primarily due to an increase in cash from core operations of approximately $50.0 million. The improved cash flow also reflects lower cash payments for severance and other charges of about $21.0 million, as well as a decrease of $28.0 million of payments related to the integration of META. These improvements were somewhat offset by higher cash payments for bonus, and to a lesser extent, interest and other items.
Cash used in investing activities was $21.8 million for 2006, compared to $181.0 million in the prior year period. The decrease in cash used was primarily due to the net expenditure of $161.3 million for the acquisition of META in 2005. Capital expenditures of $21.1 million was down about $1.2 million from the prior year period, reflecting the Company’s continued focus on disciplined capital spending.
Cash used by financing activities totaled $91.5 million in 2006, compared to $70.0 million of cash provided in the twelve months ended December 31, 2005. The decline in cash provided was due to the repurchase of $270.7 million of our common shares in 2006, which includes $200.0 million repurchased directly from Silver Lake in December 2006, for which we borrowed an additional $190.0 million and utilized $10.0 million of existing cash. During 2005 we had $9.6 million of common share repurchases. We borrowed additional amounts in both 2006 and 2005, and our outstanding debt increased by about $123.0 million in 2006 compared to an increase of approximately $56.0 million in the prior year.
We realized about $15.7 million more in cash from stock issued under stock plans during 2006, with $46.7 million of proceeds in 2006 compared to $31.0 million during the prior year period. The increase was a result of our higher stock price during 2006 as compared to 2005, which resulted in more stock option exercises by employees in 2006. We also had $9.2 million in excess tax benefits from stock-based compensation awards under SFAS No. 123(R).
At December 31, 2006, cash and cash equivalents totaled $67.8 million. The effect of exchange rates increased cash and cash equivalents by about $4.6 million during 2006.
2005
Cash provided by operating activities totaled $27.1 million for Calendar 2005, compared to $48.2 million for the prior year, a $21.1 million decline. The net decrease in cash flow from operating activities was due primarily to the payment of $35.0 million of META integration payments, higher employee salary costs, primarily related to higher headcount due to the acquisition of META, and to a lesser extent, a shift in the mix of our products in the Research segment from higher margin core research to lower margin Executive Programs. Offsetting these decreases was a $12.0 million reduction in bonus payments and a decline of approximately $10.0 million in severance and related payments.
Cash used in investing activities increased to $181.0 million during Calendar 2005 as compared to $29.0 million in the prior year, primarily due to the acquisition of META, which was completed on April 1, 2005. The Company’s net cash investment in META was approximately $176.4 million of cash paid, including transaction costs, less the $15.1 million acquired from META. Offsetting the cash paid for META was a decline in capital expenditures, which decreased $2.7 million for Calendar 2005 as compared to Calendar 2004, and $2.1 million in cash received from the sale of the Company’s investment in SI II and other investments.
Cash provided by financing activities totaled $70.0 million for Calendar 2005, compared to $97.2 million of cash used for Calendar 2004. The increase was primarily driven by the borrowing of additional debt in Calendar 2005 and cash used in Calendar 2004 for stock repurchases.
We had an additional $56.7 million of debt at December 31, 2005 compared to the prior year end. During Calendar 2005, we borrowed $327.0 million and we repaid $271.3 million. We borrowed $250.0 million on June 29, 2005 related to the refinancing of our debt, by

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entering into an Amended and Restated Credit Agreement (as discussed in Note 6 — Debt in the Notes to the Consolidated Financial Statements), $67.0 million in April under the revolver related to the META acquisition, and $10.0 million under the revolver which was used to make the second quarter of Calendar 2005 quarterly payment on the term loan.revolver. Of the $271.3 million repaid during Calendar 2005, we paid $247.0 million on June 29, 2005 related to the refinancing, we made $23.4 million in quarterly debt payments, and we paid $0.9

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$0.9 million for a note payable we acquired in the META acquisition. We also paid $1.1 million in debt issue costs during the second quarter of Calendar 2005 related to the refinancing of our debt.
We received proceeds from stock issued for stock plans of $31.0 million during Calendar 2005 as compared to $67.9 million in the prior year as a result of our higher stock price during 2004 as compared to 2005, which resulted in more stock option exercises by employees in 2004. The Company used $6.0 million of cash, including expenses, to buy back employee stock options in the third and fourth quarters of Calendar 2005. In the fourth quarter of Calendar 2005 we used $9.6 million of cash to repurchase our stock, while in 2004 we used $346.1 million of cash for a stock tender offer and $6.1 million of cash for treasury stock purchases.
At December 31, 2005, cash and cash equivalents totaled $70.2 million. The effect of exchange rates decreased cash and cash equivalents by approximately $6.0 million during Calendar 2005, and was due to2005.
OBLIGATIONS AND COMMITMENTS
On January 31, 2007, the strengthening of the U.S. dollar against certain foreign currencies, primarily the Euro and Sterling.
Calendar 2004
Cash provided by operating activities during Calendar 2004 totaled $48.3 million compared to $136.3 million in Calendar 2003. The net decrease in cash flow from operating activities of $88.0 million was due to several factors. We paid $27.0 million in bonuses during 2004 compared to zero in Calendar 2003. No bonuses were paid during Calendar 2003 as they had previously been paid during the quarter ended December 31, 2002 but are now being paid during the first half of the year asCompany entered into a result of our change in fiscal yearnew credit arrangement that became effective January 1, 2003. Asprovides for a result, the 2003 bonuses were paid in Calendar 2004. Further, we paid a portion of our 2004 bonuses in the third quarter of Calendar 2004 in accordance with the current year corporate bonus plan. Additionally, cash from operating activities declined because we paid approximately $14.0 million more in severance during Calendar 2004 than in Calendar 2003. The net decrease in cash flow from operating activities was also due to the accelerated collection of receivables in Calendar 2003 which improved operating cash flow in that year by approximately $26.0 million, which was not repeated in Calendar 2004. Lastly, approximately $15.0 million of certain accrued liabilities booked in the fourth quarter of Calendar 2003 were paid in the first quarter of Calendar 2004.
Cash used in investing activities increased to $29.0 million during Calendar 2004 as compared to $25.4 million for Calendar 2003. The increase was primarily due to $3.9 million we prepaid related to the acquisition of META. Capital expenditures in Calendar 2004 of $25.1 million were 15% lower than the $28.9 million in Calendar 2003. During Calendar 2003, we received an insurance recovery of $5.5 million, and we funded $2.0 million of our capital commitment to SI II.
Cash used by financing activities totaled $97.3 million for Calendar 2004, compared to $3.0 million used in Calendar 2003. We purchased $352.3 million of our common stock for treasury during Calendar 2004, of which $346.2 million represents the tender offer and Silver Lake repurchases, inclusive of related costs, as compared to $43.4 million during the prior year. We received proceeds from stock issued for stock plans of $67.8 million during Calendar 2004, as compared to $41.7 million during the prior year. This increase is a result of higher stock option exercises by our employees as increases in our stock price caused a significantly larger percentage of our vested stock options to be in the money during Calendar 2004 as compared to Calendar 2003. We borrowed $200 million related to the tender in the third quarter of Calendar 2004, receiving proceeds, net of debt issuance costs, of $197.2 million. We repaid $10.0 million of this debt in the fourth quarter of Calendar 2004.
At December 31, 2004, cash and cash equivalents totaled $160.1 million. The effect of exchange rates increased cash and cash equivalents by $8.1 million during Calendar 2004, and was due to the weakening of the U.S. dollar against certain foreign currencies, primarily the Euro and Sterling.
Obligations and Commitments
The Company has a $325.0 million, unsecured five-year, Credit Agreement with a bank group led by JPMorgan Chase Bank consisting of a $200.0$180.0 million term loan and a $125.0$300.0 million revolving credit facility. Thefacility, which may be increased, at Gartner’s option, by up to an additional $100.0 million, for a total revolving credit facility may be increased up to $175.0of $400.0 million. As of December 31, 2005, there was $196.7The Company also drew down $190.0 million outstanding onfrom the revolving facility and $180.0 million from the term loan facility and $50.0repaid the $370.0 million outstanding on the revolving credit facility. As of December 31, 2005, the Company had approximately $45.6 million borrowing capacity under the revolving credit facility.its existing facilities.
The term loan will be repaid in 1918 consecutive quarterly installments with thecommencing September 30, 2007, plus a final payment due on June 29, 2010.January 31, 2012, and may be prepaid at any time without penalty or premium at the option of Gartner. The revolving credit facility may be used for loans, and up to $15.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and reborrowed until June 29, 2010,January 31, 2012, at which time all amounts borrowed must be repaid. The loans bear interest, atIn conjunction with the Company’s option, at a rate equal tonew arrangement the greatest of the Administrative Agent’s prime rate, the Administrative Agent’s rate for three-month certificates of deposit (adjusted for statutory reserves) and the average rate on overnight federal funds plus1/2 of 1% plus a spread equal to between 0.00% and 0.75%

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depending on the Company’s leverage ratio as of the fiscal quarter most recently ended, or at the Eurodollar rate (adjusted for statutory reserves) plus a spread equal to between 1.00% and 1.75%, depending on the Company’s leverage ratio as of the fiscal quarter most recently ended.
The Credit Agreement contains certain restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum annualized contract value ratio and covenants limiting Gartner’s ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures and make investments. Gartner’s obligations under the credit facility are guaranteed by Gartner’s U.S. subsidiaries. It also contains events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. The occurrence of an event of default will increase the applicable rate of interest by 2.0% and could result in the acceleration of Gartner’s obligations under the Credit Agreement and an obligation of any or all of the guarantors to pay the full amount of Gartner’s obligations under the Credit Agreement.
In December 2005 the Company entered into an interest rate swap agreement to hedge the base interest rate risk on the term loan. The effect of the swap is to convert the floating base rate on the term loan to a fixed rate. Under the swap terms, the Company will pay a 4.885% fixed rate and in return will receive a three-month LIBOR rate. The three-month LIBOR rate received on the swap will match the base rate paid on the term loan since both use three-month LIBOR. The swap had an initial notional value of $200.0 million which will decline as payments are made on the term loan so that the amount outstanding under the term loan and the notional amount of the swap will always be equal. The swap had a notional amount of $196.7 million at December 31, 2005, which was the same as the outstanding amount of the term loan.
In October 2005, the Company’s Board of Directors authorized a $100.0 million common share repurchase program. Repurchases under the program will be made from time-to-time through open market purchases and/or block trades. Repurchases are subject to the availability of our common stock, prevailing market conditions, the trading price of the Company’s common stock, and our financial performance. The Company intends to fund the repurchases from cash flow from operations but may also borrow under the Company’s existing Credit Agreement. During the fourth quarter of Calendar 2005, the Company repurchased 837,800 shares of its common stock under this program for a total purchase price of $11.1 million, of which $1.5 million was paid in early January 2006 when the related share repurchase transactions settled.facilities were terminated.
We believe that our existing cash balances, together with cash from our operating activities and the additional borrowing capacity under our amended five-year revolving credit facility, will be sufficient for our expected short-term and foreseeable long-term needs.
The following table represents our contractual cash commitments at(in thousands) due after December 31, 2005 (in millions), including contractual commitments related to the META acquisition.2006. The table excludes required interest payments under our credit facility:
                     
      Less Than  1 - 3  4 - 5  More Than 
  Total  1 Year  Years  Years  5 Years 
Operating leases (1) $204.9  $32.7  $54.3  $41.2  $76.7 
Borrowings (2)  246.7   61.7   70.0   115.0    
Severance associated with workforce reductions (1)  4.0   3.7   .3       
Contract terminations and other (1)  1.7   1.1   .6       
Deferred compensation arrangement (3)  16.6   2.3   2.9   2.3   9.1 
Common stock repurchase program (4)  1.5   1.5          
Miscellaneous service agreements  0.3   0.3          
                
Totals $475.7  $103.3  $128.1  $158.5  $85.8 
                
                     
      Less Than 1 - 3 4 - 5 More Than
  Total 1 Year Years Years 5 Years
 
Operating leases (1) $204,800  $36,000  $56,100  $38,100  $74,600 
Debt (2)  370,000   20,000   80,000   80,000   190,000 
Deferred compensation arrangement (3)  19,100   1,700   3,600   3,500   10,300 
Other  700   700          
           
Totals $594,600  $58,400  $139,700  $121,600  $274,900 
   
 
(1) Includes liabilities related to META recorded under EITF 95-3 (see Note 2 — Acquisition of META in the Notes to the Consolidated Financial Statements).The Company leases various facilities, furniture, and computer equipment expiring between 2007 and 2025.
 
(2) The $61.7 millionRepresents amounts due in less than one year includes $50.0 million drawn on our revolving credit facility. Although the terms ofunder the Credit Agreement do not require payment until 2010, it is currently our intent to repay this amount within one year.Facility entered into on January 31, 2007.
 
(3) Represents a liability under the Company’s supplemental deferred compensation arrangement (see Note 12 — Employee Benefits in the Notes to the Consolidated Financial Statements).arrangement. Amounts payable to active employees whose termination date is unknown have been included in the more than 5 years category since the Company cannot estimatedetermine when the amounts will be paid.
(4)Represents $1.5 million paid in early January 2006 when the related share repurchase transactions settled.
QUARTERLY FINANCIAL DATA
                 
(in thousands, except per share data)      
2006 First Second Third Fourth
 
Revenues $230,929  $284,093  $241,360  $303,939 
Operating income (1)  15,620   30,595   15,963   41,072 
Net income  7,770   18,244   9,608   22,570 
Net income per share (2)                
Basic $0.07  $0.16  $0.08  $0.20 
         
Diluted  0.07   0.16   0.08   0.20 
         
                 
(in thousands, except per share data)      
2005 First Second Third Fourth
 
Revenues $199,824  $274,569  $225,311  $289,300 
Operating (loss) income (1), (3)  (10,786)  5,138   1,186   29,742 
Net (loss) income (4)  (14,707)  (819)  (1,721)  14,810 
Net (loss) income per share (2):                
Basic $(0.13) $(0.01) $(0.02) $0.13 
         
Diluted  (0.13)  (0.01)  (0.02)  0.13 
         

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QUARTERLY FINANCIAL DATA
(in thousands, except per share data)
                 
Calendar 2005 First (4)  Second  Third  Fourth 
Revenues $199,824  $274,569  $225,311  $289,300 
Operating (loss) income (1)  (10,786)  5,138   1,186   29,742 
Net (loss) income (2)  (14,707)  (819)  (1,721)  14,810 
Net (loss) income per share (3):                
Basic $(0.13) $(0.01) $(0.02) $0.13 
Diluted  (0.13)  (0.01)  (0.02)  0.13 
                 
(in thousands, except per share data)                
Calendar 2004 First (4) Second (4) Third Fourth
             
Revenues $208,667  $227,857  $201,888  $255,409 
Operating income (1)  6,171   15,786   5,477   15,225 
Net income (2)  464   11,028   160   5,237 
Net income per share (3):                
Basic $0.00  $0.08  $0.00  $0.05 
Diluted  0.00   0.08   0.00   0.05 
(1) CalendarThe Company recorded $1.5 million of META integration charges in the first quarter of 2006. In 2005, includes Otherthe Company recorded META integration charges of $14.3$3.4 million in the first quarter, $8.2 million in the second quarter, $6.0$2.0 million in the third quarter and $0.7 million in the fourth quarter. Calendar 2004 includes Other charges of $10.5 million in the first quarter, $9.1 million in the second quarter, $4.3 million in the third quarter, and $11.9$1.3 million in the fourth quarter.
(2)Calendar 2005 includes losses on investments of $5.1 million, $0.2 million, and $0.5 million in the first, second and fourth quarters, respectively. Calendar 2004 includes losses on investments of $2.2 million and $0.8 million in the third and fourth quarters, respectively. Calendar 2004 also includes $2.9 million and $0.2 million of accumulated foreign currency translation charges in the first and fourth quarters, respectively, and $0.7 million and $2.0 million of goodwill impairment in the first and fourth quarters, respectively.
(3) The aggregate of the four quarters’ basic and diluted earnings per common share may not equal the reported full calendar amounts due to the effects of dilutive securities and rounding.
(3)In 2005 the Company recorded Other charges of $14.3 million in the first quarter, $8.2 million in the second quarter, $6.0 million in the third quarter, and $0.7 million in the fourth quarter.
(4)In 2005 the Company recorded losses on investments of $5.1 million, $0.2 million, and $0.5 million in the first, second and fourth quarters, respectively.
(5) During the first quarter of Calendar 2005 and the first and second quarters of Calendar 2004, we recorded adjustmentsan adjustment for certain prior year incentive compensation accruals, including bonuses, which provided a benefit to operating income of approximately $2.9 million, $2.5 million and $4.3 million, respectively.million.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2005September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Accounting Standards Board issued StatementStatements” (“SAB No. 108”). This SAB provides guidance on the consideration of Financial Accounting Standardsthe effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”), which will require entities108 establishes an approach that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’requires quantification of financial statement errors based on the effects on each of the Company’s financial statements unless this would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20, “Accounting Changes,” which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net incomeand related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of changinginitially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the new accounting principle. SFAScarrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. The Company has recorded adjustments under SAB No. 154 also makes108 effective the beginning of the 2006 fiscal year (see Note 2—Adoption of SEC Staff Accounting Bulletin No. 108 in the Notes to the Consolidated Financial Statements).
In June 2006, the FASB ratified the consensus reached on Emerging Issues Task Force (EITF) Issue No. 06-03, “How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (that is, Gross Versus Net Presentation)” (“EITF 06-03”). The EITF reached a distinction between “retrospective application”consensus that the presentation of taxes on either a gross or net basis is an accounting principle and the “restatement” of financial statements to reflect the correction of an error. The statementpolicy decision that requires disclosure. EITF 06-03 is effective for accounting changes and error corrections made in fiscal years beginning after December 15, 2005.
In December 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 123R, “Share-Based Payment” (SFAS No. 123R). This statement replaces SFAS No. 123 and APB 25 and will require the recognition of expense for share-based payments, to include the value of stock options and other equity awards granted to employees. The revised statement was originally effective for periods beginning after June 15, 2005, with early adoption permitted. On April 21, 2005 the SEC issued a standard that amends the date of compliance with SFAS No. 123R (“the SEC amendment”). Under the SEC amendment, SFAS No. 123R must be adopted beginning with the first interim or annual reporting period beginning after December 15, 2006. The Company’s policy is to present taxes on a net basis and as a result the adoption of EITF 06-03 will not have any effect on the registrant’s first fiscal year beginning onCompany’s financial position or after June 15, 2005. Gartner adopted SFASresults of operations.
In July 2006, the FASB issued FASB Interpretation No. 123R48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which will become effective for the Company on January 1, 2006, under2007. The Interpretation prescribes a recognition threshold and a measurement attribute for the modified prospective methodfinancial statement recognition and measurement of adoption.
Projectingtax positions taken or expected to be taken in a tax return. For any benefit to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. If a position meets the more-likely-than-not threshold, the amount of future stock compensation expenserecognized is inherently difficultmeasured as it is dependent on the type andlargest amount of future awards granted,benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
The FASB is expected to give additional guidance regarding the meaning of ultimate settlement. This guidance could have an impact on whether certain reserves related to the ongoing IRS appeals case are released through retained earnings upon adoption of FIN 48 or through current earnings in a later period. While the Company’s analysis of the final impact of FIN 48 is not yet complete, its best estimate is that it will increase retained earnings at January 1, 2007, by less than $6.0 million.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007; therefore the volatility and price of our common stock onCompany will begin to apply the date of grant.standard in its fiscal year commencing January 1, 2008. The Company is currently reviewing its stock compensation strategy and anticipates that it will make changes to the types of equity awards that it will grant in the future. Based on our current estimates, we project thatprocess of evaluating the adoption ofimpact, if any, SFAS 123R will result in $12.0 million to $14.0 million of pre-tax expense in Calendar 2006, whichNo. 157 will have on the Company’s financial position or , results of operations.
In September 2006, the FASB issued SFAS Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS No. 158”). This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a materially negative impact on our earnings.plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income of a business entity. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006 for

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public entities. The Company adopted SFAS No. 158 on December 31, 2006 (see Note 13—Employee Benefits in the Notes to the Consolidated Financial Statements).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risk
On January 31, 2007, the Company refinanced its existing borrowing arrangements by entering into a new Credit Agreement (the “2007 Credit Agreement”) with several lenders. The 2007 Credit Agreement provides for a five-year, $180.0 million term loan and a $300.0 million revolving credit facility. The term loan will be repaid in 18 consecutive quarterly installments commencing September 30, 2007, plus a final payment due on January 31, 2012, and may be prepaid at any time without penalty or premium at the option of Gartner. The revolving loans may be borrowed, repaid and reborrowed until January 31, 2012, at which time all amounts borrowed must be repaid.
Loans under the 2007 Credit Agreement bear interest at a rate equal to, at Gartner’s option, either (i) the greatest of the Administrative Agent’s prime rate, the Administrative Agent’s rate for three-month certificates of deposit (adjusted for statutory reserves) plus 1% and the average rate on overnight federal funds plus 1/2 of 1%, plus a margin equal to between 0.00% and 0.25% depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended, or (ii) at the eurodollar rate (adjusted for statutory reserves) plus a margin equal to between .625% and 1.25%, depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended.
As of December 31, 2005, we have exposure to changes in interest rates sincemid-February 2007, we had $246.7$180.0 million outstanding on our unsecured credit agreement with JPMorgan Chase Bank, with $196.7 million outstanding onunder the term loan and $50.0$190.0 million outstanding onunder the revolver. Under the credit agreement, therevolver at an annualized interest rate on our borrowings is LIBOR plus an additional 100 to 150 basis points based on our debt-to-EBITDA ratio. Duringof 6.3%. Assuming the fourth quarter of Calendar 2005 we entered into an interest rate swap contract which effectively converts the floating base interest rate on the term loan to a fixed rate. Accordingly, the base interest rate risk on the term loan has been eliminated, but we are still exposed to interest rate risk on the revolver. However,revolver was fully utilized, a 25 basis point increase or decrease in interest rates would only have an approximate $0.3 millionincrease annual pre-tax annual effect under the revolver when fully utilized.interest expense by approximately $1.2 million.
Investment Risk
We are exposed to market risk as it relates to changes in the market value of our equity investments.
As of December 31, 2005,2006, we had investmentsan investment in an equity securitiessecurity totaling $0.3 million (see Note 3 — Investments in the Notes to the Consolidated Financial Statements).million. If there were a 100% adverse change in the value of ourthis equity portfolio as of December 31, 2005,investment, this would result in a non-cash impairment charge of approximately $0.3 million.
Foreign Currency Exchange Risk
We face two risks related to foreign currency exchange: translation risk and transaction risk.
Amounts invested in our foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) in the stockholders’ equity section of the Consolidated Balance Sheets. Our foreign subsidiaries generally collect revenues and pay expenses in currencies other than the United States dollar. Since the functional currencies of our foreign operations are generally denominated in the local currency of our subsidiaries, the foreign currency translation adjustments are reflected as a component of stockholders’ equity and do not impact operating results. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may negatively affect our consolidated revenues and expenses (as expressed in U.S. dollars) from foreign operations.
We are exposed to foreign currency transaction risk since we enter into foreign currency forward exchange contracts offset the effects of adverse fluctuations in foreign currency exchange rates. These instruments are typically short term and are reflected at fair value with unrealized and realized gains and losses recorded in earnings. At December 31, 2006, we had 15 foreign currency forward contracts outstanding with a total notional amount of $64.0 million with an immaterial net unrealized loss. All of these contracts matured in January 2007. Currency transaction gains or losses arising from transactions in currencies other than the functional currency are included within Other income (expense), net within the Consolidated Statements of Operations. Currency transaction gains (losses), net were $(0.5) million, $(2.8) million, and $(3.1) million during 2006, 2005 and $0.5 million during 2005, 2004, and 2003, respectively.
From time to time we enter into foreign currency forward exchange contracts or other derivative financial instruments to offset the effects of adverse fluctuations in foreign currency exchange rates. Foreign exchange forward contracts are reflected at fair value with unrealized and realized gains and losses recorded in earnings. The following table presents information about our foreign currency forward contracts outstanding as of December 31, 2005, expressed in U.S. dollar equivalents:
                     
          Forward       
Currency     Contract  Exchange  Unrealized  Expiration 
Purchased Currency Sold  Amount  Rate  Gain (Loss)  Date 
YEN EUR  3,595,000   .0072   (14,000) January 24, 2006
EUR SGD  612,000   1.9631   4,000  January 24, 2006
AUD EUR  3,340,000   .6212   (20,000) January 24, 2006
EUR SEK  1,119,000   9.3849   4,000  January 24, 2006
DKK EUR  2,189,000   .1340   (1,000) January 24, 2006
CHF EUR  4,447,000   .6439   (11,000) January 24, 2006
GBP EUR  3,101,000   1.4560   (3,000) January 24, 2006
EUR USD  2,582,000   1.1803   16,000  January 24, 2006
USD EUR  17,815,000   .8398   46,000  January 26, 2006
USD AUD  3,448,000   1.3762   (33,000) January 26, 2006
USD EUR  10,570,000   .8386   42,000  January 26, 2006
                
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements for 2006, 2005, 2004, and 2003,2004, together with the reports of KPMG LLP, independent registered public accounting firm, dated March 10, 2006,1, 2007, are included in this Annual Report on Form 10-K beginning on Page 32.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

26


ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls
Management conducted an evaluation, as of December 31, 2005,2006, of the effectiveness of the design and operation of our disclosure controls and procedures, (as such term is defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed or submitted under the Act.
Management’s Annual Report on Internal Control Over Financial Reporting
Gartner management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.Act. Gartner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2005.2006. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment was reviewed with the Audit Committee of the Board of Directors.
Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2005,2006, Gartner’s internal control over financial reporting was effective.
Gartner’s independent registered public accountants KPMG LLP, have issued an attestationattest report on management’s assessment of Gartner’s internal control of financial reporting. This report appears on page 34.33.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended December 31, 20052006 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.

27


PART III
ITEM 10. DIRECTORS, AND EXECUTIVE OFFICERS OF THE REGISTRANTAND CORPORATE GOVERNANCE
The information required to be furnished pursuant to this item will be set forth under the captions “Proposal One: Election of Directors,” “Executive Officers” and “SectionOfficers,” “Corporate Governance,” “Other Information — Section 16(a) Beneficial Ownership Reporting Compliance” and “Miscellaneous – Available Information” in the Company’s Proxy Statement to be filed with the SEC no later than April 30, 2006.2007. If the Proxy Statement is not filed with the CommissionSEC by April 30, 2006,2007, such information will be included in an amendment to this Annual Report filed by April 30, 2006.2007. See also Item 1. Business – Available Information.
NYSE Certification
The NYSE requires that the chief executive officers of its listed companies certify annually to the NYSE that they are not aware of violations by their companies of NYSE corporate governance listing standards. The Company submitted a non-qualified certification by its Chief Executive Officer to the NYSE last year in accordance with the NYSE’s rules.
ITEM 11. EXECUTIVE COMPENSATION.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Executive Compensation” in the Company’s Proxy Statement or ifto be filed with the SEC no later than April 30, 2007. If the Proxy Statement is not filed with the CommissionSEC by April 30, 2006,2007, such information will be included in an amendment to this Annual Report filed by April 30, 2006.2007.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required to be furnished pursuant to this item will be set forth under the caption “Security“Other Information — Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement or ifto be filed with the SEC by April 30, 2007. If the Proxy Statement is not filed with the CommissionSEC by April 30, 2006,2007, such information will be included in an amendment to this Annual Report filed by April 30, 2006.2007.
The following table provides information as of December 31, 2005, regarding the number of shares of our common stock that may be issued under our equity compensation plans:
             
          Column C 
          Number of Securities 
  Column A  Column B  Remaining Available 
  Number of Securities  Weighted-Average  for Future Issuance 
  to be Issued Upon  Exercise Price of  Under Equity 
  Exercise of  Outstanding  Compensation Plans 
  Outstanding Options,  Options, Warrants  (Excluding Securities 
Plan Category Warrants and Rights  and Rights  in Column A) 
             
Equity Compensation Plans Approved by Stockholders:            
Stock option plans  11,024,178(1) $11.54   10,929,767(2)
2002 Employee Stock Purchase Plan        2,193,331 
Equity Compensation Plans Not Approved by            
Stockholders  6,589,413(3)  9.58    
          
Total  17,613,591  $10.81   13,123,098 
          
(1)Consists of the 1991 Stock Option Plan, the 1993 Directors Stock Option Plan, the 1994 Long-Term Option Plan, the 1996 Long-Term Option Plan, the 1998 Long Term Stock Option Plan and the 2003 Long Term Incentive Plan.
(2)Consists of the 2003 Long-Term Incentive Plan.
(3)Consists of the 1999 Stock Option Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The information required to be furnished pursuant to this item will be set forth under the caption “Certain Relationshipscaptions “Transactions With Related Persons” and Transactions”“Corporate Governance – Director Independence” in the Company’s Proxy Statement or ifto be filed with the SEC by April 30, 2007. If the Proxy Statement is not filed with the CommissionSEC by April 30, 2006,2007, such information will be included in an amendment to this Annual Report filed by April 30, 2006.2007.

28


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required to be furnished pursuant to this item will be set forth under the caption “Principal Accountant Fees and Services” in the Company’s Proxy Statement or ifto be filed with the SEC no later than April 30, 2007. If the Proxy Statement is not filed with the CommissionSEC by April 30, 2006,2007, such information will be included in an amendment to this Annual Report filed by April 30, 2006.2007.

2928


PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) 1. and 2. Consolidated Financial Statements and Schedules
The reports of our independent registered public accounting firm and consolidated financial statements listed in the Index to Consolidated Financial Statements on page 3231 hereof are filed as part of this report.
All financial statement schedules not listed in the Index have been omitted because the information required is not applicable or is shown in the consolidated financial statements or notes thereto.
3. Exhibits
   
EXHIBIT  
NUMBER DESCRIPTION OF DOCUMENT
3.1a(1) Restated Certificate of Incorporation of the Company.
3.1c(2)
3.1b(2) Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and Series B Junior Participating Preferred Stock of the Company, dated as of March 1, 2000.November 27, 2006.
3.2(3) Amended Bylaws, as amended through February 2, 2006.
4.1(1) Form of Certificate for Common Stock as of June 2 2005.
4.2(4) 
4.2(2)Second Amended and Restated Rights Agreement, dated as of August 31, 2002,November 6, 2006, between the Company and Mellon Investor Services LLCAmerican Stock Transfer & Trust Company (as successor Rights Agent of Fleet National Bank).
4.3(5)Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of August 31, 2002, by and between the Company and Mellon Investor Services LLC (as successor Rights Agent of Fleet National Bank), dated June 30, 2003, by and between the Company and Mellon Investor Services LLC.LLC).
4.4 (1)
4.3(1) Amended and Restated Credit Agreement, dated as of June 29, 2005, to the Credit Agreement, dated as of August 12, 2004, among the Company, the several lenders from time to time parties, and JPMorgan Chase Bank, N.A. as administrative agent. (the “Credit“2005 Credit Agreement”).
4.5(16)
4.4(16) First Amendment dated as of August 12, 2004 to the Amended and Restated2005 Credit Agreement.
4.5(17)Second Amendment dated as of December 12, 2006 to the 2005 Credit Agreement.
4.6(17)Interim Credit Agreement, dated as of June 29, 2005, toDecember 13, 2006, between the Company and JP Morgan Chase Bank, N.A.
4.7(5)Credit Agreement, dated as of August 12, 2004,January 31, 2007, among the Company, the several lenders from time to time who are parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent.
10.1(6) Form of Indemnification Agreement.
10.2(4) Amended and Restated Securityholders Agreement dated as of July 12, 2002 among the Company, Silver Lake Partners, L.P. and other parties thereto.
10.3(7) Lease dated December 29, 1994 between Soundview Farms and the Company for premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, Connecticut.
10.4(8) Lease dated May 16, 1997 between Soundview Farms and the Company for premises at 56 Top Gallant Road, 70 Gatehouse Road, 88 Gatehouse Road and 10 Signal Road, Stamford, Connecticut (amendment to lease dated December 29, 1994, see exhibit 10.3a)10.3(7)).
10.5(7)ª+ 1991 Stock Option Plan, as amended and restated on October 19, 1999.
10.6(9)ª
 1993 Director Stock Option Plan, as amended and restated on April 14, 2000.
10.7(10)ª
 2002 Employee Stock Purchase Plan, as Amendedamended and Restated Effectiverestated effective June 1, 2005.
10.8(1)ª
 1994 Long Term Stock Option Plan, as amended and restated on October 12, 1999.
10.9(1)ª
 1998 Long Term Stock Option Plan, as amended and restated on October 12, 1999.
10.10(1)ª
 1996 Long Term Stock Option Plan, as amended and restated on October 12, 1999.
10.11(11)ª
 1999 Stock Option PlanPlan.
10.12(1)ª
 2003 Long-Term Incentive Plan, as amended and restated on June 29, 2005.
10.13 (12)ª
 Employment Agreement between Eugene A. Hall and the Company dated as of October 15, 20042004.
10.14(13)ª
 Restricted Stock Agreement by and between Eugene A. Hall and the Company dated November 9, 2005.

29


EXHIBIT
NUMBERDESCRIPTION OF DOCUMENT
10.15(14)ª
 Company Deferred Compensation Plan, Effective January 1, 2005.
10.16(15)+ Company Executive Benefits Program.
10.17(18)+Employment Agreement between Eugene A. Hall and the Company dated as of February 15, 2007.
10.18(18)+Form of 2007 Stock Appreciation Right Agreement for executive officers.
10.19(18)+Form of 2007 Restricted Stock Unit Agreement for executive officers.
21.1* Subsidiaries of Registrant.
23.1* Consent of Independent Registered Public Accounting Firm
24.1 Power of Attorney (see Signature Page).
31.1* Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32* Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed with this document.
ª Management compensation plan or arrangement.
 
*Filed with this document.
ªManagement compensation plan or arrangement.
(1) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 29, 2005 as filed on July 6, 2005.

30


(2) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 1, 2000November 30, 2006 as filed on March 7, 2000.November 30, 2006.
 
(3) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 2, 2006 as filed on February 7, 2006.
 
(4) Incorporated by reference from the Company’s Annual Report on Form 10-K as filed on December 29, 2002.
 
(5) Incorporated by reference from the Company’s Amendment Number 2 toCurrent Report on Form 8-A8-K dated February 6, 2007 as filed on June 30, 2003.February 6, 2007.
 
(6) Incorporated by reference from the Company’s Registration Statement on Form S-1 (File No. 33-67576), as amended, effective October 4, 1993.
 
(7) Incorporated by reference from the Company’s Annual Report on Form 10-K as filed on December 21, 1995
 
(8) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on December 22, 1999.
 
(9) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q as filed on May 4, 2004.
 
(10) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q as filed on May 10, 2005.
 
(11) Incorporated by reference from the Company’s Form S-8 as filed on February 16, 2002.
 
(12) Incorporated by reference to from the Company Current Report on Form 8-K dated October 15, 2004.
 
(13) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q as filed on November 9, 2005.
 
(14) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 21, 2005 as filed on December 28, 2005.
 
(15) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 25, 2005 as filed on August 26, 2005.
 
(16) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 10, 2006 as filed on February 16, 2006.
(17)Incorporated by reference from the Company’s Current Report on Form 8-K dated December 13, 2006 as filed on December 14, 2006.
(18)Incorporated by reference from the Company’s Current Report on Form 8-K dated February 15, 2007 as filed on February 16, 2007.

3130


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
GARTNER, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm32
     
Report of Independent Registered Public Accounting Firm  33 
     
Report of Independent Registered Public Accounting Firm34
Consolidated Balance Sheets as of December 31, 20052006 and 20042005  3534 
     
Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005, 2004, and 20032004  3635 
     
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2006, 2005, 2004, and 20032004  3736 
     
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005, 2004, and 20032004  3837 
     
Notes to Consolidated Financial Statements  3938 
All financial statement schedules have been omitted because the information required is not applicable or is shown in the consolidated financial statements or notes thereto.

3231


Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Gartner, Inc.:
We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries as of December 31, 20052006 and 2004,2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2005.2006. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gartner, Inc. and subsidiaries as of December 31, 20052006 and 2004,2005, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005,2006, in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of quantifying errors in 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Gartner, Inc.’s internal control over financial reporting as of December 31, 2005,2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 20061, 2007 expressed an unqualified opinion on management’s assessment of, and the effective operation of, internal control over financial reporting.
/s/ KPMG LLP
New York, New York
March 10, 20061, 2007

3332


Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Gartner, Inc.:
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting under Item 9A, that Gartner, Inc. (the “Company”) maintained effective internal control over financial reporting as of December 31, 2005,2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Gartner, Inc. maintained effective internal control over financial reporting as of December 31, 2005,2006, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, Gartner, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Gartner, Inc. and subsidiaries as of December 31, 20052006 and 2004,2005, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2005, and our2006. Our report dated March 10, 20061, 2007 expressed an unqualified opinion on thosewith an explanatory paragraph stating that the Company changed its method of quantifying errors in 2006 as discussed in Note 2 to the consolidated financial statements.
/s/ KPMG LLP
New York, New York
March 10, 20061, 2007

33


GARTNER, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
         
  December 31,
  2006 2005
     
ASSETS        
Current assets:        
Cash and cash equivalents $67,801  $70,282 
Fees receivable, net of allowances of $8,700 and $7,900, respectively  328,383   313,195 
Deferred commissions  46,822   42,804 
Prepaid expenses and other current assets  41,027   35,838 
     
Total current assets  484,033   462,119 
Property, equipment and leasehold improvements, net  59,715   61,770 
Goodwill  408,545   404,034 
Intangible assets, net  5,978   15,793 
Other assets  81,522   82,901 
   
Total assets $1,039,793  $1,026,617 
     
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $208,002  $243,036 
Deferred revenues  375,881   333,065 
Current portion of long-term debt  220,000   66,667 
   
Total current liabilities  803,883   642,768 
Long-term debt  150,000   180,000 
Other liabilities  59,592   57,261 
   
Total liabilities  1,013,475   880,029 
         
Commitments and contingencies (note 8)        
Stockholders’ equity:        
Preferred stock:        
$.01 par value, authorized 5,000,000 shares; none issued or outstanding      
Common stock:        
$.0005 par value, authorized 250,000,000 shares for both periods; 156,234,416 and 153,549,434 shares issued, respectively  78   77 
Additional paid-in capital  544,686   511,062 
Unearned compensation, net  (2,208)  (6,652)
Accumulated other comprehensive income, net  13,097   6,320 
Accumulated earnings  249,004   187,652 
Treasury stock, at cost, 52,169,591 and 39,214,747 common shares, respectively,  (778,339)  (551,871)
     
Total stockholders’ equity  26,318   146,588 
     
Total liabilities and stockholders’ equity $1,039,793  $1,026,617 
   
See Notes to Consolidated Financial Statements.

34


GARTNER, INC.
GARTNER, INC.
CONSOLIDATED BALANCE SHEETSSTATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)
         
  December 31,
  2005  2004 
   
ASSETS        
Current assets:        
Cash and cash equivalents $70,282  $160,126 
Fees receivable, net of allowances of $7,900, and $8,450, respectively  313,195   257,689 
Deferred commissions  42,804   32,978 
Prepaid expenses and other current assets  35,838   37,052 
   
Total current assets  462,119   487,845 
Property, equipment and leasehold improvements, net  61,770   63,495 
Goodwill  404,034   231,759 
Intangible assets, net  15,793   138 
Other assets  82,901   77,957 
   
Total assets $1,026,617  $861,194 
   
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $243,036  $181,502 
Deferred revenues  333,065   307,696 
Current portion of long-term debt  66,667   40,000 
   
Total current liabilities  642,768   529,198 
Long-term debt  180,000   150,000 
Other liabilities  57,261   51,948 
   
Total liabilities  880,029   731,146 
         
Commitments and contingencies (see note 7)        
Stockholders’ equity:        
Preferred stock:        
$.01 par value, authorized 5,000,000 shares; none issued or outstanding      
Common stock:        
$.0005 par value, authorized 250,000,000 shares for both periods; 153,549,434 shares and 150,820,092 shares issued, respectively  77   75 
Additional paid-in capital  511,062   485,713 
Unearned compensation, net  (6,652)  (7,553)
Accumulated other comprehensive income, net  6,320   12,722 
Accumulated earnings  187,652   190,089 
Treasury stock, at cost, 39,214,747 and 39,054,279 common shares, respectively,  (551,871)  (550,998)
   
Total stockholders’ equity  146,588   130,048 
   
Total liabilities and stockholders’ equity $1,026,617  $861,194 
   
             
  Year Ended December 31,
  2006 2005 2004
       
Revenues:            
Research $571,217  $   523,033  $   480,486 
Consulting  305,231   301,074   259,419 
Events  169,434   151,339   138,393 
Other  14,439   13,558   15,523 
   
Total revenues  1,060,321   989,004   893,821 
Costs and expenses:            
Cost of services and product development  505,330   486,611   434,499 
Selling, general and administrative  416,094   397,252   349,834 
Depreciation  23,444   25,502   27,650 
Amortization of intangibles  10,753   10,226   687 
Goodwill impairments        2,711 
META integration charges  1,450   14,956    
Other charges     29,177   35,781 
   
Total costs and expenses  957,071   963,724   851,162 
       
Operating income  103,250   25,280   42,659 
Loss on investments, net     (5,841)  (2,958)
Interest income  2,517   2,142   3,063 
Interest expense  (19,098)  (13,214)  (4,380)
Other expense, net  (797)  (2,929)  (3,922)
   
Income before income taxes  85,872   5,438   34,462 
Provision for income taxes  27,680   7,875   17,573 
   
Net income (loss) $58,192  $(2,437) $16,889 
   
             
Net income (loss) per share:            
Basic: $0.51  $(0.02) $0.14 
Diluted $0.50  $(0.02) $0.13 
             
Weighted average shares outstanding:            
Basic  113,071   112,253   123,603 
Diluted  116,203   112,253   126,326 
See Notes to Consolidated Financial Statements.

35


GARTNER, INC.
GARTNER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSSTOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

(IN THOUSANDS, EXCEPT PER SHARE DATA)THOUSANDS)
             
  Year Ended December 31,
  2005  2004  2003 
   
Revenues:            
Research $523,033  $480,486  $466,907 
Consulting  301,074   259,419   258,628 
Events  151,339   138,393   119,355 
Other  13,558   15,523   13,556 
   
Total revenues  989,004   893,821   858,446 
Costs and expenses:            
Cost of services and product development  486,611   434,499   410,666 
Selling, general and administrative  397,252   349,834   333,411 
Depreciation  25,502   27,650   36,045 
Amortization of intangibles  10,226   687   1,275 
Goodwill impairments     2,711    
META integration charges  14,956       
Other charges  29,177   35,781   29,716 
   
Total costs and expenses  963,724   851,162   811,113 
   
Operating income  25,280   42,659   47,333 
(Loss) gain on investments, net  (5,841)  (2,958)  4,740 
Interest income  2,142   3,063   2,296 
Interest expense  (13,214)  (4,380)  (19,402)
Other (expense) income, net  (2,929)  (3,922)  461 
   
Income before income taxes  5,438   34,462   35,428 
Provision for income taxes  7,875   17,573   11,839 
   
Net (loss) income $(2,437) $16,889  $23,589 
   
             
Net (loss) income per share:            
Basic: $(0.02) $0.14  $0.26 
Diluted $(0.02) $0.13  $0.25 
             
Weighted average shares outstanding:            
Basic  112,253   123,603   91,123 
Diluted  112,253   126,326   92,579 
                             
              Accumulated            
              Other            
      Additional  Unearned  Comprehensive          Total 
  Common  Paid-In  Compensation,  Income (Loss),  Accumulated  Treasury  Stockholders’ 
  Stock  Capital  Net  Net  Earnings  Stock  Equity 
 
Balance at December 31, 2003 $72  $408,504  $(1,846) $1,310  $173,200  $(206,450) $374,790 
               
Comprehensive income:                            
Net income              16,889      16,889 
Other comprehensive income:                            
Foreign currency translation adjustments           11,284         11,284 
Net unrealized gain on investments, net of tax           128         128 
                           
Other comprehensive income              11,412           11,412 
                            
Comprehensive income                          28,301 
                            
Issuances under stock plans  3   60,199            7,714   67,916 
Tax benefits of employee stock transactions     10,004               10,004 
Purchase of shares for treasury stock                 (352,262)  (352,262)
Stock compensation (net of forfeitures)     7,006   (5,707)           1,299 
               
Balance at December 31, 2004 $75  $485,713  $(7,553) $12,722  $190,089  $(550,998) $130,048 
               
Comprehensive (loss):                            
Net loss              (2,437)     (2,437)
Other comprehensive (loss):                            
Foreign currency translation adjustments           (5,970)        (5,970)
Unrealized loss on investment and swap, net of tax           (432)        (432)
                           
Other comprehensive (loss)              (6,402)          (6,402)
                            
Comprehensive (loss)                          (8,839)
                            
Issuances under stock plans  2   20,748            10,210   30,960 
Tax benefits of employee stock transactions     4,472               4,472 
Purchase of shares for treasury stock                 (11,083)  (11,083)
Stock compensation (net of forfeitures)     129   901            1,030 
               
Balance at December 31, 2005 $77  $511,062  $(6,652) $6,320  $187,652  $(551,871) $146,588 
Cumulative effect of adoption of SAB No. 108, net of tax      7,167           3,160       10,327 
   
Adjusted balance at January 1, 2006  77   518,229   (6,652)  6,320   190,812   (551,871)  156,915 
Comprehensive income:                            
Net income              58,192      58,192 
Other comprehensive income:                            
Foreign currency translation adjustments           7,340         7,340 
Unrealized gain on investment and swap, net of tax           775         775 
Pension unrealized loss, net of tax           (1,338)        (1,338)
                           
Other comprehensive income              6,777           6,777 
                            
Comprehensive income                          64,969 
Issuances under stock plans  1   1,634   2,361         42,736   46,732 
Excess tax benefits from stock compensation     9,159               9,159 
Purchase of shares for treasury stock                 (269,204)  (269,204)
Stock compensation (net of forfeitures)     15,664   2,083            17,747 
               
Balance at December 31, 2006 $78  $544,686  $(2,208) $13,097  $249,004  $(778,339) $26,318 
 
See Notes to Consolidated Financial Statements.

36


GARTNER, INC.
GARTNER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)CASH FLOWS

(IN THOUSANDS, EXCEPT SHARE DATA)THOUSANDS)
                             
              Accumulated           
              Other           
      Additional  Unearned  Comprehensive          Total 
  Common  Paid-In  Compensation,  Income (Loss),  Accumulated  Treasury  Stockholders’ 
  Stock  Capital  Net  Net  Earnings  Stock  Equity 
 
Balance at December 31, 2002 $60  $368.090  $(3.069) $(11.467) $149.611  $(532.633) $(29.408)
Comprehensive income                            
Net income              23,589      23,589 
Other comprehensive income:                            
Foreign currency translation adjustments           12,645         12,645 
Net unrealized gain on investments, net of tax of $55           132         132 
                             
Other comprehensive income           12,777         12,777 
                             
Comprehensive income                          36,366 
Issuances under stock plans  3   39,662            1,990   41,655 
Tax benefits of employee stock transactions     3,930               3,930 
Purchase of shares for treasury stock                 (43,434)  (43,434)
Conversion of debt into shares of Class A Common Stock  9   (3,027)           367,627   364,609 
Stock compensation (net of forfeitures)     (151)  1,223            1,072 
 
Balance at December 31, 2003 $72  $408,504  $(1,846) $1,310  $173,200  $(206,450) $374,790 
 
Comprehensive income                  
Net income              16,889      16,889 
Other comprehensive income:                            
Foreign currency translation adjustments           11,284         11,284 
Net unrealized gain on investments, net of tax of $0           128         128 
                             
Other comprehensive income           11,412         11,412 
                             
Comprehensive income                          28,301 
                             
Issuances under stock plans  3   60,199            7,714   67,916 
Tax benefits of employee stock transactions     10,004               10,004 
Purchase of shares for treasury stock                 (352,262)  (352,262)
Common Stock                       
Stock compensation (net of forfeitures)     7,006   (5,707)           1,299 
 
Balance at December 31, 2004 $75  $485,713  $(7,553) $12,722  $190,089  $(550,998) $130,048 
 
Comprehensive income                 
Net loss              (2,437)     (2,437)
Other comprehensive (loss):                            
Foreign currency translation adjustments           (5,970)        (5,970)
Unrealized loss on investment and swap, net of tax of $(225)           (432)        (432)
                             
Other comprehensive (loss)           (6,402)        (6,402)
                             
Comprehensive (loss)                          (8,839)
                             
Issuances under stock plans  2   20,748            10,210   30,960 
Tax benefits of employee stock transactions     4,472               4,472 
Purchase of shares for treasury stock                 (11,083)  (11,083)
Common Stock                       
Stock compensation (net of forfeitures)     129   901            1,030 
 
Balance at December 31, 2005 $77  $511,062  $(6,652) $6,320  $187,652  $(551,871) $146,588 
 
             
  Year Ended December 31, 
  2006  2005  2004 
       
Operating activities:            
Net income (loss) $58,192  $(2,437) $16,889 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:            
Depreciation and amortization of intangibles  34,197   35,728   28,337 
Stock-based compensation expense  16,660   1,030   1,299 
Excess tax benefits from stock-based compensation expense  (9,159)      
Tax benefit associated with employee exercise of stock options     4,472   10,004 
Deferred taxes  6,830   (5,644)  (8,613)
Loss from investments and sales of assets, net  225   5,841   2,958 
Amortization of debt issue costs  1,627   1,424   954 
Charge for stock option buy back     5,980    
Goodwill impairments        2,711 
Non-cash charges associated with impairment of long-lived assets        5,157 
Changes in assets and liabilities:            
Fees receivable, net  (3,876)  (35,746)  13,711 
Deferred commissions  (2,774)  (9,850)  (5,197)
Prepaid expenses and other current assets  (4,562)  (2,436)  (788)
Other assets  (1,787)  113   (5,850)
Deferred revenues  33,574   3,899   (14,764)
Accounts payable and accrued liabilities  (22,883)  24,748   1,393 
   
Cash provided by operating activities  106,264   27,122   48,201 
       
             
Investing activities:            
Acquisition of META (net of cash acquired)     (161,323)   
Prepaid acquisition costs for META        (3,870)
Additions to property, equipment and leasehold improvements  (21,113)  (22,356)  (25,104)
Other investing activities, net  (688)  2,699    
       
Cash used in investing activities  (21,801)  (180,980)  (28,974)
       
Financing activities:            
Proceeds from stock issued for stock plans  46,732   30,960   67,916 
Proceeds from debt issuance  190,000   327,000   200,000 
Payments for debt issuance costs  (45)  (1,082)  (2,823)
Payments on debt  (66,667)  (271,291)  (10,000)
Purchases of stock via tender offer        (346,150)
Purchases of treasury stock  (270,704)  (9,585)  (6,112)
Purchases of options via stock option buy back     (5,980)   
Excess tax benefits from stock-based compensation expense  9,159       
       
Cash (used) provided by financing activities  (91,525)  70,022   (97,169)
       
Net decrease in cash and cash equivalents  (7,062)  (83,836)  (77,942)
Effects of exchange rates on cash and cash equivalents  4,581   (6,008)  8,106 
Cash and cash equivalents, beginning of period  70,282   160,126   229,962 
   
Cash and cash equivalents, end of period $67,801  $70,282  $160,126 
       
             
Supplemental disclosures of cash flow information:            
Cash paid during the period for:            
Interest $14,901  $12,333  $2,591 
Income taxes, net of refunds received $11,160  $12,033  $12,474 
Supplemental schedule of non-cash investing and financing activities:            
Transfer of investment to SI II       $(2,186)
See Notes to Consolidated Financial Statements.

37


GARTNER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
             
  Year Ended December 31,
  2005 2004  2003 
   
Operating activities:            
Net (loss) income $(2,437) $16,889  $23,589 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Depreciation and amortization of intangibles  35,728   28,337   37,320 
Non-cash compensation  1,030   1,299   1,072 
Tax benefit associated with employee exercise of stock options  4,472   10,004   3,930 
Deferred taxes  (5,644)  (8,613)  (4,567)
Loss (gain) from investments and sales of assets, net  5,841   2,958   (4,740)
Accretion of interest and amortization of debt issue costs  1,424   954   18,649 
Charge for stock option buy back  5,980       
Goodwill impairments     2,711    
Non-cash charges associated with impairment of long-lived assets     5,157    
Changes in assets and liabilities:            
Fees receivable, net  (35,746)  13,711   29,980 
Deferred commissions  (9,850)  (5,197)  (1,689)
Prepaid expenses and other current assets  (2,436)  (788)  2,578 
Other assets  113   (5,850)  452 
Deferred revenues  3,899   (14,764)  (4,467)
Accounts payable and accrued liabilities  24,748   1,393   34,230 
   
Cash provided by operating activities  27,122   48,201   136,337 
   
             
Investing activities:            
Proceeds from insurance recovery        5,464 
Proceeds from sale of investments  2,059       
Investments        (1,960)
Acquisition of META (net of cash acquired)  (161,323)      
Prepaid acquisition costs for META     (3,870)   
Additions to property, equipment and leasehold improvements  (22,356)  (25,104)  (28,928)
Other investing activities, net  640       
   
Cash used in investing activities  (180,980)  (28,974)  (25,424)
   
             
Financing activities:            
Proceeds from stock issued for stock plans  30,960   67,916   41,655 
Proceeds from debt issuance  327,000   200,000    
Payments for debt issuance and debt conversion costs  (1,082)  (2,823)  (1,182)
Payments on debt  (271,291)  (10,000)   
Purchases of stock via tender offer, including costs     (346,150)   
Purchases of treasury stock  (9,585)  (6,112)  (43,434)
Purchases of options via stock option buy back, including costs  (5,980)      
   
Cash provided (used) in financing activities  70,022   (97,169)  (2,961)
   
Net (decrease) increase in cash and cash equivalents  (83,836)  (77,942)  107,952 
Effects of exchange rates on cash and cash equivalents  (6,008)  8,106   12,353 
Cash and cash equivalents, beginning of period  160,126   229,962   109,657 
   
Cash and cash equivalents, end of period $70,282  $160,126  $229,962 
   
             
Supplemental disclosures of cash flow information:            
Cash paid during the period for:            
Interest $12,333  $2,591  $753 
Income taxes, net of refunds received $12,033  $12,474  $12,174 
Supplemental schedule of non-cash investing and financing activities:            
Transfer of investment to SI II $  $(2,186) $ 
Conversion of convertible debt to shares of common stock $  $  $364,609 
Accretion of interest and debt discount on convertible debt $  $  $16,456 
See Notes to Consolidated Financial Statements.

38


GARTNER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation. The fiscal year of Gartner, Inc. (the “Company”) represents the period from January 1 through December 31. Certain prior year amounts have been reclassified to conform to the current year presentation. When used in these notes, the terms “Company,” “we,” “us,” or “our” mean Gartner, Inc. and its subsidiaries. During 2005, the Company combined its Class A and Class B common stock into a single class of common stock. Accordingly, certain share amounts disclosed herein have been restated to reflect the stock combination.
On April 1, 2005, the Company acquired META Group, Inc. (“META”), which was a technology and research firm, for a purchase price of approximately $168.3 million, excluding transaction costs of approximately $8.1 million. The acquisition was accounted for as a purchase business combination. The consolidated financial statements include the results of META from the date of acquisition. The purchase price was allocated to the net assets and liabilities acquired based on their estimated fair values. Any excess of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, was allocated to goodwill.
Principles of consolidation. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Investments in companies in which the Company owns less than 50% but have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. All other investments for which the Company does not have the ability to exercise significant influence are accounted for under the cost method of accounting. The results of operations for acquisitions of companies accounted for using the purchase method have been included in the Consolidated Statements of Operations beginning on the closing date of acquisition.
Use of estimates. The Company makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures, if any, of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates are required by generally accepted accounting principles in the United States of America in the Company’s preparation of its Consolidated Financial Statements. Actual results could differ from those estimates. Estimates are used when accounting for such items as allowance for doubtful accounts, investments, depreciation, amortization, income taxes and certain accrued liabilities.
Revenues and commission expense recognition. The Company typically enters into annually renewable subscription contracts for research products. Revenues from research products are deferred and recognized ratably over the applicable contract terms.term. The majority of research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. All research contracts are non-cancelable and non-refundable, except for government contracts that have a 30-day cancellation clause but have not produced material cancellations to date. With the exception of certain government contracts which permit termination and contracts with special billing terms, it is Company policy to record the entire amount of the contract that is billable as a fee receivable at the time the contract is signed, which represents a legally enforceable claim, and a corresponding amount as deferred revenue. For those government contracts that permit termination, the Company bills the client the full amount billable under the contract but only records a receivable equal to the earned portion of the contract. In addition, the Company only records deferred revenue on these government contracts when cash is received. Deferred revenue attributable to government contracts was $41.7$47.9 million and $40.9$41.7 million at December 31, 20052006 and 2004,2005, respectively. In addition, at December 31, 20052006 and 2004,2005, the Company had not recognized receivables or deferred revenues relating to government contracts that permit termination of $7.1$9.6 million and $4.2$7.1 million, respectively, which had been billed but not yet collected. The Company records the commission obligation related to research contracts upon the signing of the contract and amortizes the corresponding deferred commission expense over the contract period in which the related revenues are earned.
Consulting revenues, primarily derived from consulting, measurement and strategic advisory services (paid one-day analyst engagements), are generated from fixed fee and time and material engagements. Revenue from fixed fee contracts is recognized on a percentage of completion basis. Revenues fromor time and materials engagements isfor discrete projects. Revenues for such projects are recognized as work is delivered and/or services are provided. Unbilled fees receivables associated with consulting engagements were $29.5 million at December 31, 2006, and $31.9 million at December 31, 2005 and $27.9 million at December 31, 2004.2005.
Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition. In addition, the Company defers certain costs directly related to events and expenses these costs in the period during which the related symposium, conference or exhibition occurs. The Company policy is to defer only those costs, primarily prepaid site and production services costs, which are incremental and are directly attributable to a specific event. Other costs of organizing and producing our events, primarily Company personnel and non-event specific expenses, are expensed in the period incurred. At the end of each fiscal quarter, the Company assesses on an event-by-event basis whether expected direct costs of producing a scheduled event will exceed expected revenues. If such costs are expected to exceed revenues, the Company records the expected loss in the period determined.
Other revenues includes reprintconsist primarily of fees from research reprints and software licensinglicensing. Reprint fees and other miscellaneous revenues. Revenue from reprints isare recognized when the reprint has beenis shipped. SoftwareFees from software licensing revenue isare recognized when a signed non-cancelable software license exists, delivery has occurred and collection is probable, and our fees are fixed or determinable.

38


Cash and cash equivalents. All highly liquid investments with original maturities of three months or less are classified as cash equivalents. The carrying value of these investments approximates fair value based upon their short-term maturity. Investments with maturities of more than three months are classified as marketable securities.
Investments in equity securities. The Company accounts for its investments in publicly traded equity securities under Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” These investments meet the criteria for classification as available for sale, given the Company’s ability and intent to sell such investments, and are recorded at fair value and included in Other assets on the Consolidated Balance Sheets. Unrealized gains and losses on these

39


marketable investments are recorded, net of tax, as a component of Accumulated other comprehensive income (loss) within the Stockholders’ equity section of the Consolidated Balance Sheets. Realized gains and losses are recorded in (Loss) gain on investments, net within the Consolidated Statements of Operations. The cost of equity securities sold is based on specific identification. The Company assesses the need to record impairment losses on investments and records such losses when the impairment of an investment is determined to be other than temporary in nature. In making this assessment, we consider the significance and duration of the decline in value and the valuation of comparable companies operating in the Internet and technology sectors. The impairment factors we evaluate may change in subsequent periods, since the entities underlying these investments operate in a volatile business environment. In addition, these entities may require additional financing to meet their cash and operational needs; however, there can be no assurance that such funds will be available to the extent needed at terms acceptable to the entities, if at all. These impairment losses are reflected in Gain (loss) on investments, net within the Consolidated Statements of Operations.
The Company accounts for investments that we do not have the ability to exercise significant influence over using the cost method of accounting. Accordingly, these investments are carried at the lower of cost or net realizable value and are included in Other assets in the Consolidated Balance Sheets (see Note 3 — Investments). The equity method is used to account for investments in entities that are not majority-owned and that the Company does not control but over which we have the ability to exercise significant influence.
Property, equipment and leasehold improvements. Property, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the remaining term of the related leases. Property, equipment and leasehold improvements, less accumulated depreciation and amortization consist of the following (in thousands):
            
             December 31, 
 December 31,  Useful Life (Years) 2006 2005 
 Useful Life (Years) 2005 2004   
Computer equipment and software 2 - 3 $138,121 $153,489  2 - 7 $138,493 $138,121 
Furniture and equipment 3 - 8 39,892 43,261  3 - 8 39,044 39,892 
Leasehold improvements 2 - 15 46,123 46,096  2 - 15 47,257 46,123 
       
 224,136 242,846  224,794 224,136 
Less — accumulated depreciation and amortization  (162,366)  (179,351)
Less – accumulated depreciation and amortization  (165,079)  (162,366)
       
 $61,770 $63,495  $59,715 $61,770 
         
Total depreciation expense was $23.4 million, $25.5 million, and $27.7 million in 2006, 2005, and 2004, respectively.
At December 31, 20052006 and 2004,2005, capitalized development costs for internal use software were $13.2$15.9 million and $13.4$13.2 million, respectively, net of accumulated amortization of $14.0$10.1 million and $17.4$14.0 million, respectively. Amortization of capitalized internal software development costs totaled $4.6 million, $6.7 million, and $7.7 million during 2006, 2005, and $10.6 million during 2005, 2004, and 2003, respectively, which is included in Depreciation in the Consolidated Statements of Operations. Depreciation expense was $24.9 million, $26.6 million, and $34.4 million in 2005, 2004, and 2003, respectively.
Software development costs. The Company capitalizes certain computer software development costs and enhancements, for software sold to customers, after the establishment of technological feasibility, limited to the net realizable value of the software product, and ceases capitalization when the software product is available for general release to clients. Until these products reach technological feasibility, all costs related to development efforts are charged to expense. Once technological feasibility has been determined, additional costs incurred in development, including coding, testing, and documentation, are capitalized. Amortization of software development costs is provided on a product-by-product basis over the estimated economic life of the software, generally two years, using the straight-line method and is recorded within Depreciation. Amortization of capitalized computer software development costs begins when the products are available for general release to customers. Periodic reviews are performed to ensure that unamortized capitalized software development costs remain recoverable from future revenue. Capitalized software costs, net of accumulated amortization, were $0.1 million and $0.3 million at December 31, 2005 and 2004, respectively. Amortization expense was $0.6 million, $0.9 million, and $1.6 million in 2005, 2004, and 2003, respectively. In December 2005 the Company decided to discontinue the sale of internally created software to customers, the effects of which were immaterial.

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Intangible assets. Intangible assets are amortized using the straight-line method over their expected useful lives. Intellectual property and databases are amortized over 18 months, while customer relationships are amortized over five years. Noncompete agreements are generally amortized over two to five years while trademarks are amortized over nine to twelve years. The acquisition of META resulted in the recording of $25.6 million of intangibles assets, which was composed of $14.4 million of intellectual property, $7.7 million of customer relationships, and $3.5 million of customer relationships.databases. During 2006, both the intellectual property and the databases that the Company had acquired from META were fully amortized.
Intangible assets subject to amortization include the following (in thousands):
                                        
December 31, 2005 Intellectual Customer Databases Other Total 
 Property Relationships        Intellectual Customer       
December 31, 2006 Property Relationships Databases Other Total 
Gross cost $14,317 $7,700 $3,479 $1,293 $26,789  $14,741 $7,700 $3,585 $1,265 $27,291 
Accumulated amortization  (7,158)  (1,155)  (1,739)  (944)  (10,996)  (14,741)  (2,695)  (3,585)  (292)  (21,313)
                      
Net $7,159 $6,545 $1,740 $349 $15,793  $ $5,005 $ $973 $5,978 
                      
                                        
December 31, 2004 Intellectual Customer Databases Other Total 
 Property Relationships        Intellectual Customer       
December 31, 2005 Property Relationships Databases Other Total 
Gross cost $ $ $ $1,555 $1,555  $14,317 $7,700 $3,479 $1,293 $26,789 
Accumulated amortization     (1,417)  (1,417)  (7,158)  (1,155)  (1,739)  (944)  (10,996)
                      
Net $ $ $ $138 $138  $7,159 $6,545 $1,740 $349 $15,793 
                      
The Other category includes noncompete agreements and trademarks. Aggregate amortization expense related to intangibles assets was $10.8 million, $10.2 million, and $0.7 million for 2006, 2005, and $1.3 million for 2005, 2004, and 2003, respectively.

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The estimated future amortization expense by year from purchased intangibles is as follows (in thousands):
        
2006 $10,573 
2007 1,580  $2,119 
2008 1,580  1,625 
2009 1,580  1,602 
2010 480  632 
      
 $15,793  $5,978 
      
Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the tangible and identifiable intangible net assets acquired. Under SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized but is tested for impairment, at least annually, at the reporting unit level. A reporting unit can be an operating segment or a business if discrete financial information is prepared and reviewed by management. Under the impairment test, if a reporting unit’s carrying amount exceeds its estimated fair value, goodwill impairment is recognized to the extent that the reporting unit’s carrying amount of goodwill exceeds the implied fair value of the goodwill. The fair value of reporting units were estimated using discounted cash flows, market multiples, and other valuation techniques.
The acquisition During 2004, we recorded an impairment charge of META resulted in the recording of $181.2$0.7 million ofrelating to goodwill (see Note 2 — Acquisition of META). The carrying amount of goodwill was allocated to the Company’s segments as follows:
                 
  Balance  Goodwill  Currency  Balance 
  December 31,  From META  Translation  December 31, 
  2004  Acquisition  Adjustments  2005 
Research $131,921  $154,593  $(7,014) $279,500 
Consulting  67,150   20,770   (1,834)  86,086 
Events  30,606   5,872   (112)  36,366 
Other  2,082         2,082 
             
Total goodwill $231,759  $181,235  $(8,960) $404,034 
             
In 2004, the Company recorded goodwill impairment charges of $2.7 million in the Consulting segment related toassociated with certain operations in

41


South America that were closed, and for$2.0 million related to the exit from certain non-core product lines.
The changes to the carrying amount of goodwill, by reporting segment, during 2006 and the balance at December 31, 2006, follows:
                 
  Balance  META  Currency  Balance 
  December 31,  Acquisition  Translation  December 31, 
  2005  Adjustments  Adjustments  2006 
Research $279,500  $(4,698) $7,665  $282,467 
Consulting  86,086   (631)  2,211   87,666 
Events  36,366   (178)  142   36,330 
Other  2,082         2,082 
             
Total goodwill $404,034  $(5,507) $10,018  $408,545 
             
As of December 31, 2006, the Company has recorded approximately $175.7 million of goodwill related to the acquisition of META.
During 2006, the Company reduced goodwill from the META acquisition by approximately $5.5 million. The reduction was due to the adjustment of certain deferred tax assets of approximately $3.6 million and the reversal of deferred revenues and other non-core operations.adjustments of $1.9 million. The decrease in the deferred tax assets was primarily related to the release of valuation allowances on deferred tax assets for net operating losses generated by various Meta foreign subsidiaries prior to Gartner’s acquisition of Meta. The Company believes that the losses will survive the acquisition and that the Company will generate sufficient taxable income to utilize the losses prior to their expiration.
Impairment of long-lived assets and intangible assets. The Company reviews long-lived assets and intangible assets other than goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of the respective asset may not be recoverable. Such evaluation may be based on a number of factors including current and projected operating results and cash flows, changes in management’s strategic direction as well as other economic and market variables. The Company’s policy regarding long-lived assets and intangible assets other than goodwill is to evaluate the recoverability of these assets by determining whether the balance can be recovered through undiscounted future operating cash flows. Should events or circumstances indicate that the carrying value might not be recoverable based on undiscounted future operating cash flows, an impairment loss would be recognized. The amount of impairment, if any, is measured based on the difference between projected discounted future operating cash flows using a discount rate reflecting the Company’s average cost of funds and the carrying value of the asset (see Note 4 — Other Charges).asset.
Foreign currency translation. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive income (loss), net within the Stockholders’ equity section of the Consolidated Balance Sheets. Income and expense items are translated at average exchange rates for the year. Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are included in results of operations within Other income (expense),expense, net within the Consolidated Statements of Operations. CurrencyNet currency transaction gains (losses), netlosses were $(2.8)$0.6 million in 2006, $2.8 million during 2005, $(3.9)and $3.9 million during 2004, and $0.5 million during 2003.in 2004. The $(3.9)$3.9 million currency transaction loss in 2004 included a foreign currency charge of $(3.1)$3.1 million related to the closing of certain operations in South America.
From time to time we enter into foreign currency forward exchange contracts or other derivative financial instruments to offset the effects of adverse fluctuations in foreign currency exchange rates. These contracts generally have a short maturity and are reflected at fair value with unrealized and realized gains and losses recorded in Other income (expense). During 2005,2006, the net gain (loss) from these contracts was immaterial. At December 31, 2005,2006, the Company had eleven15 foreign currency forward contracts outstanding with a total notional amount

40


of approximately $53.0$64.0 million. All of these contracts expired in January 2006.2007.
Income taxes. Deferred tax assets and liabilities are recognized based on differences between the book and tax basis of assets and liabilities using presently enacted tax rates. The provision for income taxes is the sum of the amount of income tax paid or payable for the year as determined by applying the provisions of enacted tax laws to taxable income for that year and the net changes during the year in deferred tax assets and liabilities. We credit additional paid-in capital for realized tax benefits arising from stock transactions with employees. The tax benefit on a nonqualified stock option is equal to the tax effect of the difference between the market price of the Company’s common stock on the date of exercise and the exercise price.
Undistributed earnings of subsidiaries outside of the U.S. amounted to approximately $30.0 million as of December 31, 2005. These earnings have been and will continue to be permanently reinvested. Accordingly, no provision for U.S. federal and state income taxes has been provided thereon. The Company did repatriate approximately $52.0 million of foreign earnings in 2005 in order to take advantage of the beneficial provisions of the American Jobs Creation Act of 2004 (AJCA). Pursuant to the AJCA, a tax charge of $5.0 million was included in tax expense for 2004 and a tax benefit of $3.6 million was included in tax expense for 2005. The net charge of $1.4 million is the Company’s best estimate of the tax cost related to the dividend repatriation.
Fair value of financial instruments. The Company’s financial instruments include cash and cash equivalents, fees receivable, accounts payable, and accruals which are short-term in nature. The carrying amounts of these financial instruments approximate their fair value. Investments in publicly traded equity securities are valued based on quoted market prices. Investments in equity securities that are not publicly traded are valued at the lower of cost or net realizable value, which approximates fair market value.
At December 31, 2005,2006, the Company had $246.7$370.0 million of borrowings outstanding. The carrying amount of these borrowings approximates fair value as the rate of interest on the term loan and revolver approximates current market rates of interest for similar instruments with comparable maturities. In December 2005 theThe Company entered intohas an interest rate swap agreement to hedge its exposure to the floating base interest rate on the term loan (see Note 6 —7— Debt). The interest rate swap had a negativepositive fair value of approximately $0.7$0.6 million at December 31, 2005.2006. The existing credit facility and the interest rate swap were terminated in January 2007 in connection with the refinancing of the Company credit facilities (see Note 16—Subsequent Events).
Concentrations of credit risk.Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable equity securities and fees receivable. Concentrations of credit risk with respect to fees receivable are limited due to the large number of clients comprising the client base and their dispersion across many different industries and geographic regions.
Use of estimatesStock repurchase programs.. The Company makes estimatesrecords the cost to repurchase its own shares to Treasury Stock. During 2006, the Company recorded approximately $270.7 million in stock repurchases (see Note 9—Equity and assumptions that affect the reported amounts of assets, liabilities and disclosures, if any, of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Such estimates are required by generally accepted accounting principles in the United States of America in the Company’s preparation of its Consolidated Financial Statements. Actual results could differ from those estimates. Estimates are used

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when accounting for such items as allowance for doubtful accounts, investments, depreciation, amortization, income taxes and certain accrued liabilities.Stock Programs).
Accounting for stock-based compensation. On January 1, 2006, the Company adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by SEC Staff Accounting Bulletin No. 107 (“SAB No. 107”). Accordingly, the Company is now recognizing stock-based compensation expense for all awards granted, which is based on the fair value of the award on the date of grant, recognized over the related service period, net of estimated forfeitures. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. The Company has several stock-basedadopted SFAS No. 123(R) under the modified prospective transition method, and consequently prior period results have not been restated. Under this transition method, in 2006 the Company’s reported stock compensation plans. Theexpense will include: a) expense related to the remaining unvested portion of awards granted prior to January 1, 2006, which is based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123; and b) expense related to stock compensation awards granted subsequent to January 1, 2006, which is based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).
Prior to January 1, 2006, the Company applies Accounting Principles Boardapplied APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) in accounting for ourits employee stock optionscompensation and purchase rights and applyapplied Statement of Financial Accounting Standards No. 123, “Accounting for Stock Issued to Employees” (“SFAS No. 123”) for disclosure purposes only. Under APB 25, the intrinsic value method iswas used to account for stock-based employee compensation plans.plans and expense was generally not recorded for awards granted without intrinsic value. The SFAS No. 123 disclosures include pro forma net income (loss) and earningsincome (loss) per share as if the fair value-based method of accounting had been used. If compensation
Recent accounting developments.
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB No. 108”). This SAB provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for employee options had been determinedthe purpose of a materiality assessment. SAB No. 108 establishes an approach that requires quantification of financial statement errors based on SFAS No. 123, our pro forma net (loss) income, and pro forma (loss) income per share would have been as follows (in thousands, except per share data):
             
  2005  2004  2003 
Net (loss) income as reported $(2,437) $16,889  $23,589 
Stock-based compensation expense included in net (loss) income, net of tax  679   930   697 
Pro forma employee stock-based compensation cost, net of tax  (39,517)  (12,570)  (16,665)
          
Pro forma (loss) income $(41,275) $5,249  $7,621 
          
Basic (loss) income per share:            
As reported $(0.02) $0.14  $0.26 
Pro forma $(0.37) $0.04  $0.08 
          
Diluted (loss) income per share:            
As reported $(0.02) $0.13  $0.25 
Pro forma $(0.37) $0.04  $0.08 
          
During the third quarter of 2005, the Company completed its offer to buy back certain vested and outstanding employee stock options for cash (See Note 8 — Equity and Stock Programs). As a result of the buy back, approximately $26.2 million of additional pro forma employee stock compensation expense is included in 2005. The expense results from the reversal of pro forma deferred tax assets that had been established in prior periods which will not be realized for pro forma purposes because the options were tendered and cancelled. The pro forma expense had no impacteffects on the Company’s reported tax expense, recorded deferred tax assets, or actual cash income tax payments.
The fair valueeach of the Company’s stock plans used to compute pro forma net (loss) income and diluted (loss) income per share disclosures is the estimated fair value at grant date using the Black-Scholes option pricing model. The following weighted-average assumptions were utilized for stock options granted or modified:
       
  2005 2004 2003
Expected life (in years) 3.1 3.8 3.6
Expected volatility 31% 40% 43%
Risk free interest rate 3.7% 3.0% 2.0%
Expected dividend yield 0.0% 0.0% 0.0%
The weighted average fair values of the Company’s stock options granted in 2005, 2004, and 2003 were $2.73, $4.20, and $3.10, respectively.
Recently issued accounting standards.
On June 1, 2005 the Financial Accounting Standards Board issued SFAS No. 154,Accounting Changes and Error Corrections(“SFAS No. 154”), which will require entities that voluntarily make a change in accounting principle to apply that change retrospectively to prior periods’ financial statements unless such application would be impracticable. SFAS No. 154 supersedes Accounting Principles Board Opinion No. 20,Accounting Changes(“APB 20”), which previously required that most voluntary changes in accounting principle be recognized by including in the current period’s net incomeand related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of changinginitially applying this approach in the first year ending after November 15, 2006 by recording the necessary correcting adjustments to the new accounting principle. SFAScarrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose.
At December 31, 2006, the Company recorded adjustments under SAB No. 154 also makes a distinction between “retrospective application”108 (see Note 2—Adoption of an accounting principleStaff Accounting Bulletin No. 108).
In June 2006, the FASB ratified the consensus reached on Emerging Issues Task Force (EITF) Issue No. 06-03, “How Sales Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the “restatement” of financial statements to reflect the correction of an error. Another significant change in practice under SFAS No. 154 will be that if an entity changes itsIncome Statement (that is, Gross Versus

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methodNet Presentation)” (“EITF 06-03”). The EITF reached a consensus that the presentation of depreciation, amortization,taxes on either a gross or depletion for long-lived, nonfinancial assets, the change must be accounted for as a change innet basis is an accounting estimate. Under APB 20, such a change would have been reported as a change in accounting principle. SFAS No. 154 applies to accounting changes and error correctionspolicy decision that are made in fiscal years beginning after December 15, 2005.
In December 2004 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 123R, “Share-Based Payment” (SFAS No. 123R). This statement replaces SFAS No. 123 and APB 25 and will require the recognition of expense for share-based payments, to include the value of stock options and other equity awards granted to employees. The revised statement was originallyrequires disclosure. EITF 06-03 is effective for periods beginning after June 15, 2005, with early adoption permitted. On April 21, 2005 the SEC issued a standard that amends the date of compliance with SFAS No. 123R (“the SEC amendment”). Under the SEC amendment, SFAS No. 123R must be adopted beginning with the first interim or annual reporting period beginning after December 15, 2006. The Company’s policy is to present taxes on a net basis and as a result the adoption of EITF 06-03 will not have any effect on the Company’s financial position or results of operations.
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“ FIN 48”), which will become effective for the Company on January 1, 2007. The Interpretation prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For any benefit to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. If a position meets the more-likely-than-not threshold, the amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
The FASB is expected to give additional guidance regarding the meaning of ultimate settlement. This guidance could have an impact on whether certain reserves related to the ongoing IRS appeals case are released through retained earnings upon adoption of FIN 48 or through current earnings in a later period. The Company’s analysis of the registrant’s firstfinal impact of FIN 48 is not yet complete.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007; therefore the Company will begin to apply the standard in its fiscal year beginningcommencing January 1, 2008. The Company is in the process of evaluating the impact, if any, SFAS No. 157 will have on the Company’s financial position or results of operations.
In September 2006, the FASB issued SFAS Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS No. 158”). This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income of a business entity. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after JuneDecember 15, 2005. Gartner2006 for public entities. The Company adopted SFAS No. 123R158 on January 1,December 31, 2006 under the prospective method of adoption.(see Note 13—Employee Benefits).
2—ACQUISITIONADOPTION OF METASTAFF ACCOUNTING BULLETIN NO. 108
On AprilAs discussed under Recent Accounting Developments in Note 1, 2005,in September 2006 the SEC staff issued SAB No. 108. The transition provisions of SAB No. 108 permit the Company completedto adjust for the acquisitioncumulative effect on retained earnings of METAimmaterial errors relating to prior years. SAB No. 108 also requires the adjustment of any prior quarterly financial statements within the fiscal year of adoption for a purchase pricethe effects of approximately $168.3 million, excluding transaction costs of approximately $8.1 million. Pursuantsuch errors on the quarters when the information is next presented. Such adjustments do not require previously filed reports with the SEC to be amended.
The Company adopted SAB No. 108 effective the Agreement and Plan of Merger, each share of META common stock outstanding at the effective timebeginning of the merger was converted intofiscal year ended December 31, 2006. In accordance with the right to receive $10.00requirements of SAB No. 108, the Company has adjusted its opening accumulated earnings for 2006 in cash. The Company funded the purchase of META with $67.0 million borrowed under its revolving credit facility and existing cash.
META was an information technology and research firm. The acquisition is intended to accelerate revenue growth in Gartner’s core research business by increasing sales coverage through the addition of sales people from META with knowledge of the marketplace and existing client relationships, increasing the Company’s presence in targeted international markets and providing greater coverage in several key industries. The acquisition is also intended to achieve cost synergies in general and administrative expenses.
The acquisition was accounted for as a purchase business combination. Theaccompanying consolidated financial statements includefor the resultsitems described below. The net impact of META fromthese adjustments increased the dateCompany’s opening accumulated earnings for 2006 by approximately $3.2 million. The Company considers these adjustments to be immaterial to its Consolidated Statements of acquisition. Operations and its Consolidated Balance Sheets in prior periods.
Operating Leases
The purchase priceCompany recorded an adjustment of $0.7 million related to a correction in the accounting treatment of certain operating leases, resulting in a reduction of opening accumulated earnings of approximately $0.4 million, net of tax effect of $0.3 million. Promulgated accounting principles require contractual rent concessions and rent increases to be applied ratably over the life of the operating lease. The Company only applied this requirement to operating leases above a certain threshold, with the resulting adjustment amount accumulating over a period of years.
Taxes Payable
The Company recorded an adjustment of $10.7 million related to an overstatement of current taxes payable, resulting in an increase to opening accumulated earnings of $7.4 million and a $3.3 million increase to opening additional paid-in capital. The adjustment had no impact on tax expense. The adjustment was allocateddue to the net assets and liabilities acquired based on their estimated fair values ascarryover impact of an excess payable balance from prior years in the acquisition date, based oncurrent taxes payable account which had accumulated over a third party valuation. Any excessperiod of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, was allocatedyears prior to goodwill. A final determination of the purchase price allocation will be made within one year of the acquisition date.2000.
The following table represents the preliminary allocation of the purchase priceStock Options Granted Prior to assets acquired and liabilities assumed (dollars in thousands):
     
Assets    
Current assets:    
Cash and cash equivalents $15,144 
Fees receivable, net  31,506 
Prepaid expenses and other current assets  867 
    
Total current assets  47,517 
Property, equipment, and leasehold improvements, net  1,353 
Goodwill  181,235 
Intangible assets:    
Content  14,400 
Customer relationships  7,700 
Databases  3,500 
    
Total intangible assets  25,600 
Other assets  10,199 
    
Total assets $265,904 
    
     
Liabilities    
Current liabilities:    
Accounts payable and accrued liabilities $52,227 
Deferred revenues  36,162 
Notes payable  958 
    
October 1999

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Total current liabilities  89,347 
Other liabilities  134 
    
Total liabilities $89,481 
    
At December 31, 2005, $154.6 million, $20.7 million,Prior to October 1999, the exercise price of stock options granted to employees under the Company’s stock option plans was equal to the average of the closing price of the Company’s common stock for the five trading days immediately preceding the grant date. In 2006, the Company determined that for valuation purposes, the exercise price should have been the closing price on the date of grant (which is the formula used by the Company since October 1999). Accordingly, the Company revalued options granted prior to October 1999 using the closing price on the date of grant and $5.9determined that an additional $6.0 million of goodwill were recorded in the Research, Consulting, and Events segments, respectively, as a resultcompensation expense should have been recorded. The cumulative effect of the META acquisition. Of the total $181.2 million recorded in goodwill related to META at December 31, 2005, none is expected to be deductible for income tax purposes. During the fourth quarter of 2005, the Company reduced recorded goodwill from the META acquisition by $4.0 million, to $181.2 million from $185.2 million at September 30, 2005. The reduction was due to the recording of a reduction of $3.1 million in accrued facility and other liabilities and a reduction in deferred revenues of $0.9 million. At December 31, 2005, the Company believes that it may still record changes to the purchase price allocation related to deferred revenues and the recording of liabilities related to META integration activities under Emerging Issues Task Force Issue 95-3 (see the table below).
Intangible assets recorded on the META acquisition are being amortized on a straight-line basis over their estimated remaining lives. Customer relationships are amortized over five years. Content represents research that is part of the intellectual property of META and is amortized over 18 months. META databases are used to generate consulting services to specific customers and are amortized over 18 months.
The preliminary purchase price allocation includes an estimate of the fair value of the cost to fulfill the deferred revenue obligation assumed from META. The estimated fair value of the deferred revenue obligation was determined by estimating the costs to provide the services plus a normal profit margin, and did not include any costs associated with selling efforts. As a result, in allocating the purchase price, the Company has recorded adjustments to reduce the carrying value of META’s March 31, 2005 deferred revenue balance by approximately $12.6 million.
In connection with the META acquisition, the Company commenced integration activities that resulted in the recording of liabilities in purchase accounting under Emerging Issues Task Force Issue 95-3, “Recognition of Liabilities in Connection with a Purchase Combination” (“EITF 95-3”), for involuntary terminations and lease and contract terminations. The liability for involuntary termination benefits covers 276 employees and through December 31, 2005, almost all of these employees have been terminated. The Company expects to pay the remaining balance for severance and benefits by March 31, 2006. The majority of the remaining liabilities for contract terminations and exit costs should be paid by June 30, 2006, while the lease liabilities will be paid over their respective contract periods through 2012.
The following table summarizes the initial obligations recorded and activity through December 31, 2005 (dollars in thousands) under EITF 95-3:
                         
  Opening Balance              Currency    
  April 1,  Additional          Translation  Balance 
  2005  Accruals (1)  Adjustments (2)  Payments  Adjustments  December 31, 2005 
Lease terminations $15,383  $  $(2,290) $(4,302) $(255) $8,536 
Severance and benefits  11,251   740   (690)  (10,411)  (499)  391 
Contract terminations  3,008   1,358   (1,016)  (3,237)     113 
Costs to exit activities  1,415      (133)  (835)  (26)  421 
Tax contingencies     569            569 
                   
  $31,057  $2,667  $(4,129) $(18,785) $(780) $10,030 
                   
(1) During 2005, the Company recorded $2.6 million of additional accruals related to META obligations under EITF 95-3. The effect of these additional accruals is to increase the amount of recorded goodwill from the META acquisition.
In the fourth quarter of 2005, the Company booked an additional accrual against goodwill of approximately $0.1 million related to the identification of an additional tax contingency. During the third quarter of 2005, the Company recorded an additional accrual against goodwill of approximately $0.4 million related to a contract settlement of a META equipment lease obligation. During the second quarter of 2005, the Company recorded accruals of approximately $2.1 million against goodwill for additional severance, the termination of two META contracts, and for various tax contingencies. The Company recorded $0.7 million of severance related to the identification of additional benefits that will be paid to severed META employees. In addition, the Company recorded a $0.4 million accrual related to the termination of a META sales agent relationship, and a $0.5 million accrual was for the termination of an existing agreement with a former

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META employee. Under an existing agreement with META, the former employee was entitled to annual payments for the years 2004 through 2008, which included a percentage of certain META consulting revenues. In the second quarter of 2005, Gartner negotiated the termination of this agreement, effective as of April 1, 2005, by agreeing to engage the former employee on an independent contractor basis through December 31, 2008 and by buying out his right to receive a percentage of revenues for a lump-sum payment. The tax contingencies accrual of approximately $0.5 million reflected the Company’s best estimate at that time of taxes due on various META obligations.
(2) During 2005, the Company recorded various adjustments to the estimated META liabilities booked as of April 1, 2005 that reduced the obligation by $4.1 million. These adjustments were recorded as more information became available regarding the obligations, permitting the Company to make a better estimate of the amount of their ultimate settlement, or the obligations were actually settled in cash for amounts that were different than estimated at the time of the acquisition. The adjustment of these liabilities resulted in a reduction in opening accumulated earnings of approximately $3.8 million, an increase to the goodwill recorded on the META acquisition.additional paid-in capital of $3.9 million, and a tax effect of less than $0.1 million.
Among these adjustments was a fourth quarter 2005 adjustment to reduce accrued lease terminations by $2.3 million due to higher rental revenue related to faster subleasingImpact of Adjustments
The cumulative effect of each of the leases than originally projected. In addition, the Company reduced accrued severance by approximately $0.5 million baseditems noted above on revised estimates on the amount that would be paid, and reversed a $0.1 million contract termination accrual after determining that the Company did not have any liability. During the second quarter of 2005 an adjustment was recorded to reverse a $0.7 million accrual for the termination of a sales agent relationship that the Company believed would be settled for a lesser amount.
The following table summarizes the unaudited pro forma financial information for the acquisition and the related financing as if the acquisition of META had been consummated on January 1, 2005 and 2004 under the purchase method of accounting (dollars in thousands, except per share amounts):
         
  Twelve Months Ended 
  December 31, 
  2005  2004 
Revenues $1,022.2  $1,035.0 
Net (loss) income  (6.3)  3.8 
(Loss) income per common share:        
Basic $(0.06) $0.03 
Diluted $(0.06) $0.03 
The unaudited pro forma combined financial information does not necessarily represent what would have occurred if the acquisition had taken place on the dates presented andfiscal 2006 opening balances is not representative of the Company’s future consolidated results. The future combined Company results will not reflect the historical combined Company results of both entities. Future research revenues are expected to be lower on a combined Company basis as a result of expected customer overlap, and future consulting revenues are expected to be lower on a combined Company basis as a result of exiting certain practices. In addition, the future general and administrative expenses are expected to be lower on a combined company basis as a result of the expected cost synergies. The net financial impact of these matters has not been reflected in the pro forma information. Achievement of any of the expected cost savings and synergies is subject to risks and uncertainties and no assurance can be given that such cost savings or synergies will be achieved.
The pro forma information does not include all liabilities that may result from the operation of META’s business in conjunction with that of Gartner’s following the acquisition and all adjustments in respect of possible settlements of outstanding liabilities (other than those already included in the historical financial statements of either company), as these are not presently estimable. Therefore, the actual amounts ultimately recorded may differ materially from the information presented in the accompanying pro forma information.table below (in thousands):
The Company recognizes revenue associated with the fulfillment of the acquired META contracts, consistent with the Company’s standard revenue recognition methodology, ratably over the contract term, which is typically twelve months, or upon the completion of the related event. All direct costs associated with the fulfillment of the acquired META contracts are being expensed over the period in which the related revenues are recognized. The pro forma information reflects the Company’s current estimate of the costs required to fulfill the deferred obligation related to the acquired META contracts.
                 
  Operating  Taxes  Stock
Option
    
  Leases  Payable  Grants  Total 
   
Balance sheet accounts adjusted:                
Prepaid expenses and other current assets $251  $  $53  $304 
Accounts payable and accrued liabilities  (701)  10,724      10,023 
Accumulated earnings  450   (7,442)  3,832   (3,160)
Additional paid-in capital     (3,282)  (3,885)  (7,167)
   
Total $  $  $  $ 
   
3—INVESTMENTS
At December 31, 2005,2006, the Company’sCompany had investments in marketable equity securities and other investments had a cost basis and a fair value of $0.3 million, which is includedrecorded in Prepaid expenses and other current assets inon the Consolidated Balance Sheet. At December 31, 2005,
In the Company had an unrealized gainfirst half of approximately $0.1 million related to this investment. Investments in equity securities were $7.0 million at December 31, 2004, which is included in Other assets.

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During 2005 the Company recorded non-cash charges of $5.1$5.3 million and $0.2 million during the first and second quarters, respectively, primarily related to writedowns of its investment in SI Venture Fund II, whichL. P. (“SI II”). In the Company had decided to sell in the fourththird quarter of 2004. The Company recorded the writedown in the first quarter of 2005 to reduce the investment to its estimated net realizable value after receiving preliminary indications of interest to acquire the investment for less than its recorded value. The Company took the additional writedown in the second quarter of 2005 based on a preliminary sale agreement for which the proceeds were less than the recorded value. The impairment losses are recorded in (Loss) gain from investments, net in the Consolidated Statements of Operations. On August 2, 2005 the Company sold its investment in SI II for approximately $1.3 million, with no resulting gain or loss recorded on the sale since the investment was already at net realizable value. During the fourth quarter ofAlso during 2005, the Company sold an investment in common stock it had acquired in the META acquisition for $0.7 million, and recorded a loss of $0.5 million, which is recorded in (Loss) gain from investments, net in the Consolidated Statements of Operations.million.
In the fourth quarter of 2004 the Company made the decision to liquidate its equity investmentsinvestment in SI Venture Associates (“SI I”) and to sell the Company’s interest in SII.SI II. SI I and SI II were venture capital funds engaged in making investments in early to mid-stage IT-based or Internet-enabled companies, of which the Company owned 100% of SI I and 22% of SI II at December 31, 2004. In the fourth quarter ofcompanies. During 2004 the Company recorded a charge of $1.5 million related to the liquidation of its investment in SI I, to include $0.8 million for the writedown of the investment and $0.7 million in related shutdown charges. No charges were recorded on SI II in the fourth quarter of 2004 related to the planned sale since management believed that the carrying value of the investment approximated its net realizable value. In the third quarter of 2004, the Company recordedas well as a non-cash charge of $2.2 million related to the transfer of an investment to SI II as well asand a decrease in the Company’s ownership percentage in SI IIII.
The Company records the writedowns of seven hundred basis points. The carrying valueinvestments in Loss from investments, net in the Consolidated Statements of the Company’s investments held by SI I and SI II were zero and $6.7 million, respectively, at December 31, 2004. The investment in SI II was not presented separately on the balance sheet as a held for sale asset as the amount was not material.
During 2003, the Company received proceeds of approximately $5.5 million, recorded as a gain on investments, on insurance proceeds received associated with a negotiated settlement of a claim arising from the sale of GartnerLearning in 1998. Also during 2003, the Company recorded an impairment loss of $0.9 million on a minority-owned investment that was not publicly traded.Operations.
4—OTHER CHARGES
The Company did not record any Other charges in 2006. During 2005, the Company recorded Other charges of $29.2 million, which included $10.7 million related to workforce reductions, $6.0 million for an option buyback, $8.2 million primarily due to a reduction in office space, and approximately $4.3 million of other charges.
During the fourth quarter of 2005, the Company recorded other charges of $1.5 million for costs associated with employee termination severance payments and related benefits for 27 employees. In addition, during the fourth quarter of 2005 the Company reversed approximately $0.7 million of previously accrued severance benefits because the amounts paid were less than accrued. During the third quarter of 2005, the Company recorded other charges of $6.0 million related to its completion of a one time offer to buy back certain vested and outstanding stock options for cash (See Note 8 — Equity and Stock Programs). During the second quarter of 2005, the Company recorded other charges of $8.2 million. Included in the second quarter charge was $8.2 million of costs primarily related to the reduction of office space in San Jose, California, by consolidating employees from two buildings into one. The Company also recorded a charge of $0.6 million associated with certain stock combination expenses, which was offset by a reversal of $0.9 million of accrued severance and other charges that the company determined would not be paid. During the first quarter of 2005, the Company recorded other charges of $14.3 million. Included in the charge was $10.6 million for costs associated with employee termination severance payments and related benefits. The workforce reduction was a continuation of the plan announced in the fourth quarter of 2004 which resulted in the termination of 123 employees during the three months ended March 31, 2005. In addition, during the first quarter of 2005 the Company also recorded other charges of approximately $3.7 million, primarily related to a restructuring of the Company’s international operations.
During 2004, the Company recorded Other charges of $35.8 million. Included in this amount was $29.7 million related to severance and benefits, for 203 employees, including costscharges of $7.7$2.3 million related to the departure of our President and COO and our Chairman and CEO. Of the 203 employees, 132 were severed as part of the action plan announced in the fourth quarter of 2003. During 2004 the Company also revised its estimate of previously recorded costs and losses associated with excess facilities, and recorded $2.3 million of additional provisions. The revised estimate was due to a decline in market lease rates for expected subleases, as well as a reduction in estimated periods of subleases. The Company also recorded charges in 2004 of $1.9 million related to the restructuring of certain internal systems, and $1.8 million for charges related to the exit from certain international and other non-core operations.
In 2003,5—OTHER ASSETS
Other assets consist of the Company recorded Other charges of $29.7 million. Of these charges, $20.0 million was associated with workforce reductions totaling 222 people. In addition, the Company recorded $9.7 million of charges for additional estimated costs and losses associated with excess facilities.following (in thousands):
         
  December 31, 
  2006  2005 
 
Security deposits $1,903  $1,862 
Non-current deferred tax assets  53,319   56,627 
Benefit plan related assets  22,657   17,589 
Debt acquisition costs  2,313   2,917 
Other  1,330   3,906 
   
Total other assets $81,522  $82,901 
   

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The following table summarizes the activity related to the liability for the restructuring programs recorded as other charges (in thousands):
                 
  Workforce  Excess  Asset    
  Reduction  Facilities  Impairments    
  Costs  Costs  and Other  Total 
Accrued liability at December 31, 2002 $11,723  $15,936  $  $27,659 
Charges during 2003  20,000   9,716      29,716 
Non-cash charges  (123)        (123)
Payments  (18,784)  (6,493)     (25,277)
             
Accrued liability at December 31, 2003 $12,816  $19,159  $  $31,975 
Charges during 2004  29,707   2,263   3,811   35,781 
Non-cash charges  (496)     (2,278)  (2,774)
Payments  (32,759)  (4,247)  (35)  (37,041)
             
Accrued liability at December 31, 2004 $9,268  $17,175  $1,498  $27,941 
Charges during 2005  10,702   8,270   10,205   29,177 
Currency translation and reclassifications  (432)  (583)  (1,032)  (2,047)
Payments  (15,947)  (4,267)  (10,084)  (30,298)
             
Accrued liability at December 31, 2005 $3,591  $20,595  $587  $24,773 
             
The excess facilities liability as of December 31, 2005 of $20.6 million in the table above does not include approximately $3.7 million of accrued excess facilities liability as of December 31, 2005 related to interest accreted on the lease liabilities. The interest accreted is charged to interest expense in the Consolidated Statements of Operations. Of the $20.6 million of excess facilities liability at December 31, 2005, approximately $14.6 million is classified in Other liabilities on the Consolidated Balance Sheets.
The Company expects about $2.7 million of the $3.6 million of workforce reduction costs to be paid by June 30, 2006, while the majority of the rest will be paid by year-end 2006. The $0.6 million of asset impairments and other should be paid by June 30, 2006. The Company intends to fund these payments from existing cash. Costs for excess facilities will be paid as the leases expire, through 2011.
5—6—ACCOUNTS PAYABLE, AND ACCRUED, LIABILITIES AND OTHER ASSETSLIABILITIES
Accounts payable and accrued liabilities consist of the following (in thousands):
                
 December 31,  December 31,
 2005 2004  2006 2005 
Accrued taxes and taxes payable $46,206 $20,337 
  
Accounts payable $13,333 $12,071 
Accrued bonus 43,313 18,707  43,901 43,313 
Payroll and related benefits payable 51,191 39,726  45,143 51,191 
Taxes payable 23,795 46,206 
Commissions payable 32,540 23,337  30,080 32,540 
Accounts payable 12,071 12,706 
Severance associated with other charges 3,591 9,268 
Excess facilities costs associated with other charges 5,958 17,175 
EITF 95-3 obligations related to META acquisition 5,983  
Excess facilities costs recorded as Other Charges 4,896 5,958 
Severance recorded as Other Charges 681 3,591 
META purchase accounting obligations 3,969 5,983 
Other accrued liabilities 42,183 40,246  42,204 42,183 
       
Total accounts payable and accrued liabilities $243,036 $181,502  $208,002 $243,036 
       
Other assetsliabilities consist of the following (in thousands):
         
  December 31, 
  2005  2004 
Security deposits $1,862  $1,488 
Investment in unconsolidated subsidiaries     7,002 
Non-current deferred tax assets  56,627   43,055 
Benefit plan related assets  18,774   17,373 
         
  December 31,
  2006  2005 
   
Non-current deferred revenue $2,148  $2,277 
Benefit plan related liabilities  33,254   23,074 
Excess facilities costs recorded as Other Charges  10,134   14,637 
Other  14,056   17,273 
   
Total other liabilities $59,592  $57,261 
   
Reconciliation of Liabilities recorded as Other Charges
The following table summarizes the activity related to liabilities recorded in Other Charges in the Consolidated Statements of Operations (in thousands):
                 
  Workforce  Excess  Asset    
  Reduction  Facilities  Impairments    
  Costs  Costs  and Other  Total 
   
Accrued liability at December 31, 2003 $12,816  $19,159  $  $31,975 
Charges during 2004  29,707   2,263   3,811   35,781 
Non-cash charges  (496)     (2,278)  (2,774)
Payments  (32,759)  (4,247)  (35)  (37,041)
   
Accrued liability at December 31, 2004 $9,268  $17,175  $1,498  $27,941 
Charges during 2005  10,702   8,270   10,205   29,177 
Currency translation and reclassifications  (432)  (583)  (1,032)  (2,047)
Payments  (15,947)  (4,267)  (10,084)  (30,298)
   
Accrued liability at December 31, 2005 $3,591  $20,595  $587  $24,773 
Charges during 2006            
Currency translation and reclassifications  (113)  284   (120)  51 
Payments  (2,797)  (5,849)  (467)  (9,113)
   
Accrued liability at December 31, 2006 $681  $15,030  $  $15,711 
   
The excess facilities liability as of December 31, 2006, of $15.0 million in the table above does not include approximately $5.0 million of accrued excess facilities liability related to accretion on the lease liabilities.
The Company expects the remaining balance of workforce reduction costs to be paid during 2007. Costs for excess facilities will be paid as the leases expire, through 2011. The Company intends to fund these payments from existing cash.

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  December 31, 
  2005  2004 
Prepaid acquisition costs for META     6,039 
Debt acquisition costs  2,917   2,468 
Other long-term assets  2,721   532 
       
Total other assets $82,901  $77,957 
       
Reconciliation of META Purchase Accounting Liabilities
In connection with the META acquisition, the Company recorded certain liabilities in purchase accounting under Emerging Issues Task Force Issue 95-3, “Recognition of Liabilities in Connection with a Purchase Combination” (“EITF 95-3”), for involuntary terminations, lease and contract terminations, and other costs. The Company expects the remaining exit costs to be paid in 2007, while the lease obligations will be paid over their respective contract periods through 2012. The Company is uncertain at this time regarding the timing of the settlement of the remaining tax contingencies. The Company intends to fund these payments from existing cash.
The following table summarizes the activity during 2006 and the ending balance at December 31, 2006 (in thousands) under EITF 95-3:
                         
  Balance              Currency  Balance 
  December 31,  Additional          Translation  December 31, 
  2005  Accruals (1)  Adjustments (2)  Payments (3)  Adjustments  2006 
Lease terminations $8,536  $  $(668) $(4,677) $20  $3,211 
Severance and benefits  391      (44)  (347)      
Contract terminations  113   2,192   (1,424)  (881)      
Costs to exit activities  421   76      (242)     255 
Tax contingencies  569         (66)     503 
                   
  $10,030  $2,268  $(2,136) $(6,213) $20  $3,969 
                   
(1)During the first quarter of 2006, the Company recorded approximately $2.3 million of additional accruals related to META obligations under EITF 95-3, primarily for the termination of certain contracts with META vendors. The effect of these additional accruals is to increase the amount of recorded goodwill from the META acquisition.
(2)Adjustments are made to the EITF 95-3 liabilities as more information becomes available regarding the obligations, permitting the Company to make a better estimate of the amount of the ultimate settlement, or the obligations are actually settled in cash for amounts that were different than estimated. The effect of these entries is to adjust the amount of goodwill recorded on the META acquisition.
During the first quarter of 2006, the Company reduced the obligation by approximately $0.7 million, primarily for the reduction of accrued lease termination costs. The reduction was due to higher rental revenue related to faster subleasing of the leases than originally projected. In the third and fourth quarters of 2006, the Company recorded adjustments of $1.1 and $0.3 million, respectively, related to the settlement of contractual liabilities for amounts that were less than the Company had originally estimated.
(3)During 2006, the Company made the payments as follows: $2.1 million in the first quarter, $1.2 million in the second quarter, $1.4 million in the third quarter, and $1.5 million in the fourth quarter.
6—7—DEBT
At December 31, 2006, the Company had $370.0 million of debt outstanding under a $125.0 million Interim Credit Facility and a $325.0 million Credit Facility, which are discussed below. On January 31, 2007, the Company refinanced this outstanding debt and terminated its interest rate swap (see Note 16—Subsequent Events).
$125.0 Million Interim Credit Facility
The Company had $125.0 million outstanding under its Interim Credit Facility as of December 31, 2006. The Company borrowed these funds on December 13, 2006 to complete in part the repurchase of 10,389,610 shares of its common stock from Silver Lake (See Note 9—Equity and Stock Programs).
The Interim Credit Facility provided for a $125.0 million unsecured term loan with a stated maturity date of March 13, 2007. Gartner entered into this credit agreement on December 13, 2006 with JPMorgan Chase Bank. Loans under the Interim Credit Facility bore interest at a rate equal to either (i) the greatest of the Administrative Agent’s prime rate, the Administrative Agent’s rate for three-month certificates of deposit (adjusted for statutory reserves) plus 1% and the average rate on overnight federal funds plus 1/2 of 1%, plus a margin equal to between 0.00% and 0.25% depending on Gartner’s leverage ratio as of the fiscal quarter most recently ended, or (ii) the eurodollar rate (adjusted for statutory reserves) plus a margin equal to between .625% and 1.25%, depending on Gartner’s leverage ratio as of the fiscal quarter most recently ended, at Gartner’s option. As of December 31, 2006, the rate on the loan was 6.35%. The Company incurred an arrangement fee of approximately $0.2 million in conjunction with the Interim Credit Facility.

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The Interim Credit Facility contained certain restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum annualized contract value ratio and covenants limiting Gartner’s ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures and make investments. Gartner’s obligations under the credit facility were guaranteed by certain Gartner U.S. subsidiaries. The Interim Credit Facility contained events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. The occurrence of an event of default would increase the applicable rate of interest by 2.0% and could result in the acceleration of Gartner’s obligations under the facility and an obligation of any or all of the guarantors to pay the full amount of Gartner’s obligations under the facility.
$325.0 Million Credit Facility
The Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) on June 29, 2005 that provideswhich provided for a $325.0 million, unsecured five-year credit facility with a bank group led by JPMorgan Chase Bank, N.A. as administrative agent, consisting of a $200.0 million term loan and a $125.0 million revolving credit facility. The revolving credit facility may be(which could have been increased by up to $175.0 million.million at the Company’s option). As of December 31, 2005,2006, there was $196.7$180.0 million outstanding on the term loan and $50.0$65.0 million outstanding on the revolving credit facility. On December 13, 2006, the Company drew down $65.0 million in cash under the revolving credit facility to complete in part the repurchase of 10,389,610 shares of its common stock from Silver Lake.
The Credit Agreement requiresrequired the term loan to be repaid in 19 quarterly installments, with the final payment due on June 29, 2010. The revolving credit facility maycould be used for loans, and up to $15.0 million may be usedwas available for letters of credit. The revolving loans maycould be borrowed, repaid and reborrowed until June 29, 2010, at which time all amounts borrowed must be repaid. The loans bearbore interest, at the Company’s option, among several alternatives, and the Company has elected to use LIBOR plus a margin; the margin consistsconsisted of a spread between 1.00% and 1.50%, depending on the Company’s leverage ratio as of the fiscal quarter most recently ended. The Company has elected to use a three-month LIBOR rate for the term loan and a one-month LIBOR rate for the revolver.
The Credit Agreement containscontained certain restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum annualized contract value ratio and covenants limiting Gartner’s ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures and make investments. Gartner’s obligations under the credit facility are guaranteed by Gartner’s U.S. subsidiaries. It also containscontained events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. The occurrence of an event of default willwould increase the applicable rate of interest by 2.0% and could result in the acceleration of Gartner’s obligations under the Credit Agreement and an obligation of any or all of the guarantors to pay the full amount of Gartner’s obligations under the Credit Agreement.
On February 10, 2006, the Company entered into an amendmenta First Amendment to the Credit Agreement. The amendment modified the definition of consolidated fixed charges to allow Gartner to exclude up to $30.0 million spent on share repurchases during the fourth quarter of 2005 and full year 2006. The amendment also increased the letter of credit facility to $15.0 million and now providesprovided for letters of credit denominated in certain foreign currencies. On December 13, 2006, the Company entered into a Second Amendment to the Credit Agreement. The purpose was to allow Gartner to complete the repurchase of $200.0 million of its common stock from Silver Lake by modifying certain restrictive covenants.
In December 2005During 2006, the Company repaid $3.3$16.6 million of the term loan in accordance with the Credit Agreement terms.loan. As of December 31, 2005,2006, the Company had approximately $45.6$46.7 million of borrowing capacity under the revolving credit facility. As of December 31, 2005,2006, the annualized interest rates on the term loan and revolver were 6.03%6.50% and 5.89%6.48%, respectively, which consist of a three-month LIBOR base rate and one-month LIBOR base rate, respectively, plus a margin of 1.50%1.125% on each.
InInterest Rate Swap
As of December 200531, 2006, the Company entered intohad an interest rate swap agreement to hedgethat hedged the base interest rate risk on the term loan.loan under the Credit Agreement. The effect of the swap iswas to convert the floating base rate on the term loan to a fixed rate. Under the swap terms, the Company will paypaid a 4.885% fixed rate and in return will receivereceived a three-month LIBOR rate. The three-month LIBOR rate received on the swap will matchmatched the base rate paid on the term loan since both use three-month LIBOR. The swap had an initial notional value of $200.0 million which will declinedeclined as payments arewere made on the term loan so that the amount outstanding under the term loan and the notional amount of the swap willwas always be equal. The swap had a notional amount of $196.7$180.0 million at December 31, 2005,2006, which was the same as the outstanding amount of the term loan. Including the impact of the interest rate swap, the annualized effective interest rate on the term loan was 6.01% as of December 31, 2006.
The Company accountsaccounted for the swap as a cash flow hedge in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 133 requires all derivatives, whether designated as hedges or not, to be recorded on the balance sheet at fair value. Since the swap qualifiesqualified as a cash flow hedge under SFAS No. 133, changes in the fair value of the swap will be recorded in other comprehensive income as long as the swap continuescontinued to effectively hedge the base interest rate risk on the term loan. Any ineffective portion of changes in the fair value of the hedge will be recorded in earnings.

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At December 31, 2005,2006, there was no ineffective portion of the hedge as defined under SFAS No. 133. The interest rate swap had a negativepositive fair value of $0.7$0.6 million at December 31, 2005,2006, which is recorded in other comprehensive income.income, net of tax.
The interest rate swap was terminated on January 31, 2007, in connection with the refinancing of the Interim Credit Facility and the Credit Facility.
Letters of Credit
The Company issues letters of credit in the ordinary course of business. At December 31, 2005,2006, the Company had outstanding letters of credit of $4.9$3.4 million.

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7—8—COMMITMENTS AND CONTINGENCIES
The Company leases various facilities, furniture, and computer equipment under operating lease arrangements expiring between 20062007 and 2025. Future minimum annual payments under non-cancelable operating lease agreements at December 31, 20052006, are as follows (in thousands):
        
Year ended December 31, Year ended December 31, 
2006 $32,749 
2007 30,163  $36,000 
2008 24,156  29,700 
2009 21,761  26,400 
2010 19,448  23,200 
2011 14,900 
Thereafter 76,669  74,600 
      
Total minimum lease payments $204,946 
Total minimum lease payments (1) $204,800 
      
(1)Excludes approximately $8.0 million of contractual sublease rental income.
Operating lease costs, to include contractual rent concessions and rent increases, are expensed ratably over the life of the lease. Rental expense for operating leases was $22.6 million in 2006, $25.0 million in 2005, and $25.2 million in 2004, and $25.5 million for 2003. The Company also has commitments for office services, such as printing, copying, shipping and mail services, which expire in 2006. The minimum obligation under these agreements is approximately $0.3 million in the aggregate.
The Internal Revenue Service (“IRS”) has completed the field work portion of an audit of the Company’s federal income tax returns for tax years ended September 30, 1999, through 2002. In October 2005, the Company received an Examination Report indicating proposed changes that primarily relate to the valuation of intangible assets licensed to a foreign subsidiary and the calculation of payments under a cost sharing arrangement between Gartner Inc. and one of its foreign subsidiaries. Gartner disagrees with the proposed adjustments relating to valuation and the cost sharing arrangement and intends to vigorously dispute this matter through applicable IRS and judicial procedures, as appropriate. However, if the IRS were to ultimately prevail on the issues, it could result in additional taxable income for the years under examination of approximately $130.7 million and an additional federal cash tax liability of approximately $41.0 million. The Company recorded a provision in prior periods based on its estimate of the amount for which the claim will be settled, and no additional amount was booked in the current period. Although the final resolution of the proposed adjustments is uncertain, the Company believes the ultimate disposition of this matter will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations. The IRS has commenced an examination of tax years 2003 and 2004. There have been no significant developments to date.
On December 23, 2003, Gartner was sued in an action entitledExpert Choice, Inc. v. Gartner, Inc., Docket No. 3:03cv02234, United States District Court for the District of Connecticut. The plaintiff, Expert Choice, Inc., seeks an unspecified amount of damages for claims relating to royalties for the development, licensing, marketing, sale and distribution of certain computer software and methodologies. The case is currently in the discovery phase. Subsequently, inIn January 2004, an arbitration demand was filed against Decision Drivers, Inc., one of the Company’sour subsidiaries, and against Gartner, Inc., by Expert Choice. The arbitration demand described the claim as being in excess of $10.0 million, but did not provide further detail. On February 22, 2006, the Company waswe were informed of an offer from Expert Choice’s counsel to settle the matter for $35.0 million. The CompanyWe immediately rejected Expert Choice’s settlement offer sinceoffer. The case is currently in the Company believes that is hasdiscovery phase. We believe we have meritorious defenses against the claims and the Company intends towe continue to vigorously defend the case.
In addition to the matters discussed above, we are involved in legal proceedings and litigation arising in the ordinary course of business. We believe 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 our financial position or results of operations when resolved in a future period.
The Company has various agreements that may obligate us 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 we customarily agree to hold the other party harmless against losses arising from a breach of representations related to such matters 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 us under these agreements have not been material. As of December 31, 2005,2006, we did not have any indemnification agreements that would require material payments.
8—9—EQUITY AND STOCK PROGRAMS
Capital stock. Holders of common stock are entitled to one vote per share on all matters to be voted by stockholders. At the Company’s Annual Meeting on June 29, 2005, the Company’s stockholders approved the combination of the Company’s Class A Common Stock and Class B Common Stock into a single class of common stock and the elimination of the classification of the Company’s Board of Directors. Each share of outstanding Class A Common Stock and Class B Common Stock was reclassified into a share of a single class of common stock. Accordingly, certain share amounts disclosed herein have been restated to reflect the stock combination. The combination had no impact on the total issued and outstanding shares of common stock and did not increase the total number of authorized shares of

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common stock. A Restated Certificate of Incorporation was filed with the Delaware Secretary of State on July 6, 2005 to effectuate these changes.

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The new common stock retains the Class A Common Stock’s ticker symbol on the New York Stock Exchange (IT) and the Class B Common Stock was delisted from the New York Stock Exchange after the effective date.
The Company does not currently pay cash dividends on its common stock. While subject to periodic review, the current policy of the Board of Directors is to retain all earnings primarily to provide funds for continued growth. Our Amended and Restated2007 Credit Agreement, dated as of June 29, 2005,January 31, 2007, contains a negative covenant, which may limit our ability to pay dividends. In addition, our Amended and Restated Security Holders Agreement with Silver Lake Partners, L.P. requires us to obtain Silver Lake’s consent prior to declaring or paying dividends.
The following table provides transactions relating to the Company’s common stock:
                
 Treasury  Treasury 
 Issued Stock  Issued Stock 
 Shares Shares  Shares Shares 
Balance at December 31, 2002 120,795,668 40,065,563 
Issuances under stock plans 4,037,656  (784,916)
Issuance of shares upon conversion of debt 18,302,271  (31,138,851)
Purchases for treasury  4,984,646 
Forfeitures of restricted stock  (9,847)  
Balance at December 31, 2003 143,125,748 13,126,442  143,125,748 13,126,442 
Issuances under stock plans 7,871,016  (690,382) 7,871,016  (690,382)
Purchases for treasury  26,618,219   26,618,219 
Forfeitures of restricted stock  (176,672)    (176,672)  
Balance at December 31, 2004 150,820,092 39,054,279  150,820,092 39,054,279 
Issuances under stock plans 3,252,677  (689,845) 3,252,677  (677,332)
Purchases for treasury  850,313   837,800 
Forfeitures/cancellations of restricted stock  (523,335)    (523,335)  
  
Balance at December 31, 2005 153,549,434 39,214,747  153,549,434 39,214,747 
Issuances under stock plans 2,684,982  (1,952,616)
Purchases for treasury  14,907,460 
Forfeitures of restricted stock   
  
Balance at December 31, 2006 156,234,416 52,169,591 
  
Silver Lake share repurchases.In December 2006, the Company repurchased 10,389,610 shares of its common stock directly from Silver Lake at $19.25 per share, for a total aggregate purchase price of $200.0 million. In conjunction with the repurchase, the Company borrowed $190.0 million of additional funds (see Note 7—Debt) and utilized $10.0 million of existing cash. In May 2006, the Company also repurchased 1,000,000 shares directly from Silver Lake.
$100 million share repurchase program.In October 2005, the Company’s Board of Directors authorized a $100.0 million common share repurchase program. Repurchases under the program will be made from time-to-time through open market purchases and/or block trades. The Company intendswas authorized to fund the repurchases from cash flow from operations but may also could borrow under the Company’s then existing credit facility. Repurchases are subject to the availability of our common stock, prevailing market conditions, the trading price of the Company’s common stock, and our financial performance.
In 2006, the Company repurchased 4,517,850 shares of its common stock under this program for an aggregate purchase price of $69.2 million, which includes the 1,000,000 common share repurchased directly from Silver Lake in May 2006. During the fourth quarter of 2005, the Company repurchased 837,800 shares of its common stock under this program for a total purchase price of $11.1 million, of which $9.6 million was paid in December 2005 and $1.5 million was paid in early January 2006 when the related share purchase transactions settled.
In February 2007 the Company’s Board of Directors authorized a new program to repurchase up to $200.0 million of Gartner common stock. The program replaces the $100.0 million share repurchase program approved in October 2005. Repurchases will be made from time-to-time through open market purchases. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases will be funded from cash flow from operations and possible borrowings under the Company’s credit facility.
Stock option buy back.During the third quarter of 2005, theThe Company completed itsa one-time offer in 2005 to buy back certain vested and outstanding stock options for cash, which resulted in the tender and cancellation of 6,383,445 options. In conjunction with the buyback, the Company recorded a charge of approximately $6.0 million, including transaction and related costs. The charge is recorded in Other charges, net in the Consolidated Statements of Operations.
Under the offer, option holders were given the opportunity to elect to tender their eligible options in exchange for a cash payment equal to the value of the outstanding options, as calculated based on the Black-Scholes valuation model. The offer was made to all current and certain former employees, except current executive officers and directors, who held options to purchase our common stock with a strike price greater than $12.94. The accounting for the buyback is governed by APB 25. Under APB 25, the cash consideration paid for redeemed stock options is treated as compensation expense, which is a charge to earnings. In addition to the expense, APB 25 also requires that those outstanding options which the Company offered to redeem and which were not tendered are subject to variable accounting treatment from the day of the offer onward, requiring the Company to take a potential charge each quarter to the extent the in-the-money value of those options increased as measured on the last day of the quarter. The Company recorded immaterial charges in the third and fourth quarters of 2005 related to the revaluation of these options. Variable accounting treatment triggered by the option buy back ceased on January 1, 2006, the date the Company adopted SFAS No. 123R.
Long term incentive plan.At the Company’s Annual Meeting on June 29,in 2005, the Company’s stockholders approved certain amendments to Gartner’s 2003 Long Term Incentive Plan (“the Plan”), including an 11 million share increase in the number of shares available under the Plan, the addition of restricted stock units as an award available for grant under the Plan, and the extension of the term of the Plan until April 19, 2015, unless sooner terminated by the Company’s Board of Directors.

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Tender Offer.offer.In the third quarter of 2004, the Company completed a Dutch auction tender offer under which it repurchased 16.8 million common shares. Additionally, the Company repurchased 9.2 million common shares from Silver Lake Partners, L.P. and certain of its affiliates (“Silver Lake”).Lake. The total cost of the tenderthese share repurchases was $346.2 million, including transaction costs of $3.8 million.

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Terminated $200.0$200 million share repurchase program.In July 2001, the Company’s Board of Directors approved the repurchase of up to $75.0 million of common stock. The Board of Directors subsequently increased the authorized stock repurchase program to a total authorization for repurchase of $200.0 million. During 2004, the Company repurchased 527,825 shares of its common stock for a total cost of approximately $6.1 million.million under its $200.0 million share repurchase program. On a cumulative basis, the Company repurchased 13,720,397 shares of common stock for a total cost of $133.2 million under this repurchase program. In connection with the 2004 Dutch auction tender offer discussed above, the Board of Directors terminated the $200.0 million stock repurchase program in June 2004.
Conversion of convertible notes.On April 17, 2000,10—STOCK-BASED COMPENSATION
The Company awards stock-based compensation as an incentive for employees to contribute to the Company’s long-term success, and historically the Company issued in a private placement transaction, $300.0 millionoptions and restricted stock. During 2006 the Company made changes to its stock compensation strategy and has awarded additional types of 6% convertible subordinated notes (the “convertible notes”) to Silver Lake Partners, L.P. (“Silver Lake”)equity instruments, including stock-settled stock appreciation rights and other noteholders. The convertible notes were scheduled to mature in April 2005 andrestricted stock units. At December 31, 2006, the Company had been accruing interest at 6% per annum. Interest had accrued semi-annually8.1million shares of common stock authorized for awards of stock-based compensation under its 2003 Long Term Incentive Plan.
On January 1, 2006, the Company adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by a corresponding increase inSEC Staff Accounting Bulletin No. 107 (“SAB No. 107”). Accordingly, the face amountCompany is now recognizing stock-based compensation expense for all awards granted, which is based on the fair value of the convertible notes commencing September 15, 2000.
In October 2003,award on the convertible notes were converted into 49,441,122 sharesdate of Gartner commongrant, recognized over the related service period, net of estimated forfeitures. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. The Company adopted SFAS No. 123(R) under the modified prospective transition method, and consequently prior period results have not been restated. Under this transition method, in 2006 the Company’s reported stock compensation expense included: a) expense related to the remaining unvested portion of awards granted prior to January 1, 2006, which is based on the grant date fair value estimated in accordance with the original termsprovisions of SFAS No. 123; and b) expense related to stock compensation awards granted subsequent to January 1, 2006, which is based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).
Prior to the adoption of SFAS No. 123(R), the Company followed APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) in accounting for its employee stock compensation and applied Statement of Financial Accounting Standards No. 123, “Accounting for Stock Issued to Employees” (“SFAS 123”) for disclosure purposes only. Under APB 25, the intrinsic value method was used to account for stock-based employee compensation plans and expense was generally not recorded for awards granted without intrinsic value. The SFAS 123 disclosures include pro forma net income (loss) and income (loss) per share as if the fair value-based method of accounting had been used.
Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the notes.stock compensation awards and the Company’s common stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the rate of employee forfeitures and the likelihood of achievement of certain performance targets. The determinationassumptions used in calculating the fair value of stock compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the numberCompany’s stock-based compensation awards changes, then the amount of sharesexpense may need to be adjusted and future stock compensation expense could be materially different from what has been recorded in the current period.
On November 10, 2005, the Financial Accounting Standards Board (“FASB”) issued upon conversion was based upon a $7.45 conversion price and a convertible noteFASB Staff Position No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of $368.3 million, consistingShare-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in this FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the original face amountadditional paid-in capital pool (“APIC pool”) related to the tax effects of $300 million plus accrued interestemployee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of $68.3 million. The unamortized balances of debt issue costs of $2.8 million and debt discount of $0.3 million asCash Flows of the conversion date were netted againsttax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R).
Prior to the outstanding principal and interest balances,adoption of SFAS No. 123(R), the Company classified tax benefits resulting from the exercise of stock options as operating cash flows in a $365.2 million increase to stockholders’ equity. Additionally, certain costs directly associated with the conversion, such as regulatory filing, banking and legal fees, totaling $0.6 million, were charged to equity.
As partConsolidated Statements of Cash Flows. SFAS No. 123(R) requires that cash flows resulting from tax deductions in excess of the original private placement transaction, two Silver Lake representatives were elected to our ten-member Boardcumulative compensation cost recognized for options exercised (“excess tax benefits”) be classified as financing cash flows. For the year ended December 31, 2006, excess tax benefits realized from the exercise of Directors. stock options was approximately $9.2 million.
The Company also grantedrecognized approximately $16.7 million of pre-tax stock compensation expense under SFAS No. 123(R) in 2006, with $8.2 million recorded in Cost of services and product development expense and $8.5 million recorded in SG&A expense in the Consolidated Statement of Operations. As of December 31, 2006, the Company had $32.6 million of total unrecognized compensation cost, which is expected to Silver Lakebe recognized as stock-based compensation expense over the right to acquire 5%remaining weighted-average vesting period of any Company subsidiary that is spun off or spun out at 80%approximately 2.7 years.

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Stock-Based Compensation Awards
The following disclosures provide information regarding the Company’s stock-based compensation awards, all of the initial public offering price.
9—OPTION PLANSwhich are classified as equity awards in accordance with SFAS No. 123(R):
Stock option plansoptions..The Company grantsmay grant stock options to employees that allow them to purchase shares of the Company’s common stock. These options are granted as an incentive for employees to contribute to the Company’s long-term success. Options aremay also be granted to members of the Board of Directors and certain consultants. Generally,The Company determines the fair value of stock options are issued at their fair market value at the date of grant.grant using the Black-Scholes-Merton valuation model. Most options vest either a) annually over a three-year service period, or b) over a four-year vesting period, with 25% vesting at the end of the first year and the remaining 75% vesting monthly over the next three years. Options granted prior to 2005 generally expire ten years from the grant date, whereas options granted beginning in 2005 generally expire seven years from the grant date. At this time, the Company issues treasury shares upon the exercise of stock options.
In 2006, the Company recognized $7.9 million of expense related to options, of which approximately $1.0 million was related to retirement-eligible employees. The Company received approximately $44.0 million in cash from stock option exercises in 2006.
A summary of the changes in stock options outstanding for the twelve months ended December 31, 2006 follows:
             
          Weighted
          Average
      Weighted Remaining
      Average Contractual
  Options in millions Exercise Price Term
 
Outstanding at December 31, 2005  17.6  $10.81  6.11 years
Granted  .1   14.48  nm
Forfeited or expired  (.4)  12.69  nm
Exercised  (4.5)  9.85  nm
 
Outstanding at December 31, 2006  12.8  $11.10  5.17 years
 
Vested and exercisable at December 31, 2006  9.1  $11.02  4.76 years
 
nm=not meaningful
The .1 million of options granted during 2006 had a weighted-average grant date fair value of grant.$5.65 per option. At December 31, 2005, 10.92006, options outstanding and options vested and exercisable had aggregate intrinsic values of $111.8 million and $80.6 million, respectively. Options exercised during 2006 had an aggregate intrinsic value of $28.9 million.
A summary of changes in the number of nonvested stock options follows:
         
      Weighted
      Average
  Options in millions Exercise Price
 
Nonvested options outstanding at December 31, 2005  6.9  $11.00 
Granted  .1   14.48 
Forfeited  (.3)  11.05 
Vested during the period  (3.0) nm 
 
Nonvested options outstanding at December 31, 2006  3.7  $11.28 
 
nm=not meaningful.
Stock appreciation rights.Stock-settled Stock Appreciation Rights (“SARs”) are settled in common stock and are similar to options as they permit the holder to participate in the appreciation of the Company’s common stock. SARs may be settled in common stock by the employee once the applicable vesting criteria have been met. Gartner will withhold a portion of the common stock to be issued to meet the minimum statutory tax withholding requirements. SARs recipients do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until after actual shares of common stock were authorized for grants of options or restricted stock under the 2003 Long Term Incentive Plan.
In February 2003, the Company’s stockholders approved the 2003 Long-Term Incentive Plan (“2003 Plan”) which replaced its 1993 Director Stock Option Plan, 1994 Long Term Option Plan, 1996 Long Term Stock Option Plan, 1998 Long Term Stock Option Plan and 1999 Stock Option Plan (collectively the “Previous Plans”). Under the 2003 Plan, 9,928,000 shares of common stock were initially available for grant. Upon approvalare issued in respect of the 2003 Plan, no further grants or awards were allowable underaward, which is subject to the Previous Plans. However, any outstanding options or awards underprior satisfaction of the Previous Plans remain outstanding untilvesting and other criteria relating to such grants.
During 2006, the earlierCompany granted approximately 1.2 million SARs to its executive officers. The Company determined the fair value of their exercise, forfeiture, or expirythe SARs on the date of grant using the Black-Scholes-Merton valuation model. The SARs vest ratably over a four-year service period and they expire seven years from the vesting commencement date.
A summary of stock option activity under the plans and agreement through December 31, 2005 follows:
         
      Weighted 
  Number  Average 
  of Options  Exercise Price 
   
Outstanding at December 31, 2002  36,463,939  $12.10 
Granted  2,598,070  $9.03 
Exercised  (4,278,704) $8.82 
Canceled  (3,257,098) $12.82 
   
Outstanding at December 31, 2003  31,526,207  $12.21 
Granted  5,144,399  $12.21 
Exercised  (7,363,604) $8.65 
Canceled  (4,167,369) $14.23 
   
Outstanding at December 31, 2004  25,139,633  $12.92 
Granted  3,904,000  $10.59 
Exercised  (2,902,439) $9.00 
Canceled  (8,527,603) $17.55 
   
Outstanding at December 31, 2005  17,613,591  $10.81 
   
Total compensation expense recognized for SARs was approximately $1.0 million in 2006.

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A summary of the changes in SARs outstanding for the twelve months ended December 31, 2006 follows:
                 
              Weighted
          Weighted Average
      Weighted Average Remaining
      Average Grant Date Contractual
  SARs in millions Exercise Price Fair Value Term
 
Granted during 2006  1.2  $14.48  $6.02  7.17 years
Forfeited or expired  (.1)         
Exercised            
 
SARs outstanding at December 31, 2006  1.1  $14.48  $6.02  6.38 years
 
Vested and exercisable at December 31, 2006    $  $    
 
At December 31, 2006, SARs outstanding had an intrinsic value of $6.2 million.
The fair value of the Company’s options and SARs was estimated on the date of grant using the Black-Scholes-Merton valuation model with the following weighted-average assumptions:
             
  2006 2005 2004
   
Expected dividend yield (1)  0%  0%  0%
Expected stock price volatility (2)  40%  39%  39%
Risk-free interest rate (3)  4.7%  4.8%  4.8%
Expected life in years (4)  4.81   4.75   4.75 
(1)The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts. Historically Gartner has not paid dividends on its common stock.
(2)The determination of expected stock price volatility for options and SARs granted in 2006 was based on both historical Gartner common stock prices and implied volatility from publicly traded options in Gartner common stock. Prior to 2006, the Company had only considered the historical stock price volatility of Gartner common stock in the determination of the expected stock price volatility.
(3)The risk-free interest rate is based on the yield of a U.S. Treasury bond with a maturity similar to the expected life of the award.
(4)The expected life in years for options and SARs granted in 2006 was based on the “simplified” calculation provided for in SAB No. 107. The simplified method determines the expected life in years based on the vesting period and contractual terms as set forth when the award is made. In previous periods the Company determined the expected life in years based on the historical exercise data for options that had vested.
The Company believes that the changes in the determination of both the expected stock price volatility and the expected life in years are consistent with the fair value measurement objectives of SFAS No. 123(R) and SAB No. 107 and will be applied in determining the fair values of employee stock options and SARs.
Common stock equivalents.Certain members of our Board of Directors receive directors’ fees payable in common stock equivalents (CSEs) that vest immediately. The fair value of the CSEs is determined on the date of grant based on the market price of the Company’s common stock and the expense is recorded at the time of grant. Settlement is deferred until the member ceases to be a director. For the twelve months ended December 31, 2006, the Company recognized $0.5 million of expense related to CSEs. During 2006, the thirdCompany awarded 29,000 CSEs and there were 182,000 CSEs vested and outstanding as of December 31, 2006.
Restricted stock.The Company has awarded shares of restricted stock to employees which vest subject to certain service and market conditions. All restricted share awards have the right to vote the shares and to receive dividends; however, the employee may not sell restricted stock that is still subject to the relevant vesting conditions. The Company recorded compensation expense for restricted stock awards of $2.1 million for the twelve months ending December 31, 2006.
In accordance with SFAS No. 123(R), the fair value of restricted stock awards is determined on the date of grant based on the market price of the Company’s common stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which was three years for the most recent service-based award. Employees receiving such awards are not required to provide consideration to the Company other than rendering service. On December 31, 2006, there were 11,000 shares of service-based restricted stock outstanding which were issued with a market value of $11.96 on the date of the award, none of which were vested.
As of December 31, 2006, there were 500,000 shares of market-based restricted stock outstanding for which the market value on the date of award was $12.86 per share. The Company had awarded the 500,000 restricted shares to its CEO in 2004 from a non-shareholder approved plan. In the fourth quarter of 2005, the Company cancelled the original award and issued a replacement award from a shareholder approved plan for the same number of shares, which will permit the Company to take a tax deduction if the restrictions lapse. The Company estimated the cumulative fair value of this award at approximately $4.4 million using a Monte Carlo valuation model. The fair value of the award will be amortized to compensation expense over the related weighted-average estimated life of the award, which is approximately 2.3 years. The restrictions on this award lapse as follows: (i) 300,000 shares when the Company’s common stock trades at an average price of $20 or more for sixty consecutive trading days; (ii) 100,000 shares when the Company’s common stock trades at an

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average price of $25 or more for sixty consecutive trading days; and (iii) 100,000 shares when the Company’s common stock trades at an average price of $30 or more for sixty consecutive trading days, subject to the CEO’s continued employment with the Company through each such date. Notwithstanding the preceding sentence, all restrictions shall lapse in full upon a change in control. As of December 31, 2006, none of the restrictions had lapsed.
Restricted stock units.Restricted Stock Units (“RSUs”) give the awardee the right to receive actual Gartner shares when the restrictions lapse and the vesting conditions are met, and each RSU that vests entitles the awardee to one share of the Company’s common stock. Gartner will withhold a portion of the common stock to be issued to meet the minimum statutory tax withholding requirements. RSU recipients do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until after actual shares of Gartner common stock are issued in respect of the award, which is subject to the prior satisfaction of the vesting and other criteria relating to such grants. In accordance with SFAS No. 123(R), the fair value of these awards is estimated on the date of grant based on the market price of the Company’s common stock.
The Company granted 474,000 RSUs to its executive officers in early 2006, with vesting subject to both service requirements and a performance condition (“performance-based RSUs”). The market price of the Company’s common stock was $14.44 on the grant date. The performance condition was tied to a 2006 sales target in the Company’s Research segment. The 474,000 RSUs granted represented the target amount, while the number of RSUs ultimately awarded could be between 0% and 200% of the target amount. The performance achievement reached in 2006 was 164.5% of the target, resulting in a total of 740,250 RSUs awarded. The performance-based RSUs vest ratably over approximately four years from the vesting commencement date, but are expensed on an accelerated basis as required by SFAS No. 123(R).
During 2006, the Company awarded 818,000 RSUs to employees and directors that vest subject to service requirements only (“service-based RSUs”). In accordance with SFAS No. 123(R), the fair value of these awards was estimated on the date of grant based on the market price of the Company’s common stock, which ranged from $13.75 to $15.69. The value of these awards will be amortized as compensation expense on a straight-line basis over approximately four years from the vesting commencement date.
None of the performance-based or service-based RSUs were vested as of December 31, 2006. Compensation expense for RSUs was approximately $5.2 million in 2006.
Stock-Based Compensation Expense per Share
The following table presents information on net income and diluted income per share for the year ended December 31, 2006, determined in accordance with SFAS No. 123(R), compared to the pro forma information determined under SFAS 123 for the years ended December 31, 2005 and 2004 (in thousands, except per share data):
             
  2006  2005  2004 
   
Net income (loss) as reported $58,192  $(2,437) $16,889 
SFAS No. 123 pro forma adjustments for prior years:            
Add: Stock-based compensation expense, net of tax, included in net (loss) income, as reported na   679   930 
Deduct: Pro forma employee compensation cost, net of tax na   (39,517)  (12,570)
   
Net income (loss) including stock-based compensation expense $58,192  $(41,275) $5,249 
   
             
Basic income (loss) per share—as reported for prior year periods na  $(0.02) $0.14 
Basic income (loss) per share including stock compensation expense $0.51  $(0.37) $0.04 
   
             
Diluted income (loss) per share—as reported for prior year periods na  $(0.02) $0.13 
Diluted income (loss) per share including stock compensation expense $0.50  $(0.37) $0.04 
   
na—not applicable
In 2005, the Company completed itsan offer to buy back certain vested and outstanding employee stock options for cash (See Note 9 — Equity and Stock Programs for additional information), and the pro forma employee compensation cost for 2005 includes $26.2 million of pro forma expense related to the buyback. The pro forma expense resulted from the reversal of pro forma deferred tax assets that had been established in prior periods which resulted inwould not be realized for pro forma purposes because the tenderoptions were tendered and cancellation of 6,383,445 options. In conjunction with the buyback, the Company recorded a charge of approximately $6.0 million, including transaction and related costs. The charge is recorded in Other charges, net in the Consolidated Statements of Operations.
Options for the purchase of 10.7 million, 17.8 million, and 23.1 million shares of common stock were exercisable at December 31, 2005, 2004, and 2003, respectively.
The following table summarizes information about stock options outstanding at December 31, 2005:
                     
      Outstanding  Exercisable 
      Weighted Average  Weighted      Weighted 
      Remaining  Average      Average 
Range of Number  Contractual  Exercise  Number  Exercise 
Exercise Prices Outstanding  Life  Price  Exercisable  Price 
 
$1.00 - $8.74  2,936,417   5.65  $7.61   2,421,279  $7.71 
$8.75 — $10.31  5,385,386   5.08  $9.78   5,223,723  $9.77 
$10.59 - $10.59  3,423,132   6.46  $10.59     $ 
$10.74 - $12.45  4,131,255   8.11  $12.15   1,564,801  $12.03 
$12.49 - $30.47  1,735,401   4.66  $16.59   1,465,820  $17.34 
$31.56 - $31.56  2,000   2.31  $31.56   2,000  $31.56 
   
   17,613,591   6.11  $10.81   10,677,623  $10.68 
   
cancelled.
Employee stock purchase plansStock Purchase Plan.
In January 1993, the Company adopted an employee stock purchase plan, and reserved an aggregate of 4,000,000 shares of common stock for issuance under that plan. The 1993 plan expired during 2003. In March 2002, shareholders approved the 2002 Employee Stock Purchase Plan (the “2002 Plan”) with substantially identical terms. Eligibleterms as an earlier plan. Under the 2002 Plan, eligible employees are permitted to purchase Gartner common stock through payroll deductions, which may not exceed 10% of an employee’s compensation (or $21,250 in any calendar year), at a price equal to 95% of the common stock price as reported by the NYSE at the end of each offering period. Prior to June 1, 2005, employees could purchase common stock under this

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program at a price equal to 85% of the common stock price as reported by the NYSE at the beginning or end of each offering period, whichever was lower. During 2005, 2004, and 2003, 540,083, 443,959, and 544,883 shares were issued from treasury stock at an average purchase price of $9.22, $9.33, and $7.24 per share, respectively, from these plans.
At December 31, 2005, 2004 and 2003,2006, the Company had 2.22.0 million 2.7 million, and 3.2 million shares respectively, available for purchase under the 2002 Plan.
Restricted stock awards.Beginning in 1998, The 2002 Plan is considered non-compensatory under SFAS No. 123(R) and as a result the Company awarded restricted stock under the 1991 Stock Option Plan and the 1998 Long Term Stock Option Plan. The restricted stock awards generally vest in six equal installments with the first installment vesting two years after the award and then annually thereafter for five years. The Company diddoes not make any awards of restricted stock during 2003. In 2004, the Company made four restricted stock awards, and in 2005 it issued one replacement award.
The 2004 awards included two awards of restricted stock of 33,000 shares with market values of $11.96 and $12.78 on the date of grant, respectively, under the 2003 Plan in which the restrictions lapse over three years. In addition, an additional award of 175,000 shares under the 2003 Plan (this award was forfeited in 2004), and an inducement award of 500,000 shares to our CEO (discussed below) were subject to performance-based vesting. Except for the awards with performance-based vesting, awardees are not required to provide consideration to the Company other than rendering service. All restricted share awards have the right to vote the shares and to receive dividends. The employee may not sell the restricted stock that is still subject to vesting. In 1999, the Company also granted 40,500 stock options with an exercise price of $1.00 per share that vest on the same basis as the restricted stock awards to certain international employees. Such stock options had a weighted-average fair market value of $22.81 per stock option on the date of grant.
In the fourth quarter of 2004 the Company announced that its CEO, Eugene A. Hall, had received an inducement grant of 500,000 shares of restricted stock for which market value on the date of grant was $12.05 per share. In the fourth quarter of 2005, the Company and Mr. Hall agreed to cancel this restricted stock award and replace it with a new award for the same amount of shares and on similar terms. This was done for tax reasons and the number of shares of restricted stock issued to Mr. Hall remains unchanged. By issuing a new restricted stock award under its stockholder approved 2003 Plan, the Company will be able to take a tax deduction when and if the restrictions lapse on the restricted stock award. The Company would not have been able to take advantage of this tax deduction on the 2004 award because the award had been made as an inducement grant, and consequently was not issued pursuant to a stockholder approved plan. The Company and Mr. Hall have entered into (i) a Termination of Restricted Stock Agreement to cancel the original award of 500,000 shares

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of restricted stock which was made on October 15, 2004; and (ii) a Restricted Stock Agreement which makes a new grant to him of 500,000 shares of restricted stock under the 2003 Plan.
Similar to the award that was cancelled, the restrictions on this new award lapse as to (i) 300,000 shares when the Company’s common stock trades at an average price of $20 or more for sixty (60) consecutive trading days, (ii) 100,000 shares when the Company’s common stock trades at an average price of $25 or more for sixty (60) consecutive trading days, and (iii) 100,000 shares when the Company’s common stock trades at an average price of $30 or more for sixty (60) consecutive trading days, subject to Mr. Hall’s continued employment with the Company through each such date. Notwithstanding the preceding sentence, all restrictions shall lapse in full upon a change in control.
On the date Mr. Hall’s restricted stock award was replaced it had a probability-weighted present value of $4.4 million. The determination of the value of the award was based on the present value of estimated discounted cash flows, which takes into consideration such factors as the historical price and volatility of the Company’s common stock, as well as the probability that the Company’s common stock will reach the target prices. This value is used by the Company for purposes of calculating the pro forma net income and net income per share in accordance with SFAS No. 123 (see Footnote 1).
The Company had a total of 530,202 and 602,236 restricted shares of common stock outstanding at December 31, 2005 and 2004, respectively. At December 31, 2005 and 2004, the aggregate unamortizedrecord compensation expense for restricted stock awards and the $1 stock option grants was $6.7 million and $7.6 million, respectively, which are included in Unearned compensation, net in the Consolidated Balance Sheet. Total compensation expense recognized for the restricted stock awards and the stock options granted with an exercise price of $1.00 peremployee share was $0.8 million, $0.9 million, and $0.9purchases. The Company received approximately $2.7 million in 2005, 2004, and 2003, respectively.cash from exercises in 2006.
10—11—COMPUTATION OF INCOME (LOSS) INCOME PER SHARE
Basic earnings per share (“EPS”) is computed by dividing net income (loss) income by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. When the exerciseimpact of stock options or conversion of convertible debtother stock-based compensation is antidilutive they are excluded from the calculation.
The following table sets forth the reconciliation of the basic and diluted earnings (loss) earnings per share computations (in thousands, except per share amounts):
            
 2005 2004 2003             
 2006 2005 2004 
Numerator:
  
Net (loss) income used for calculating basic and diluted (loss) income per common share $(2,437) $16,889 $23,589 
Net income (loss) used for calculating basic and diluted income (loss) per common share $58,192 $(2,437) $16,889 
    
  
Denominator:
  
Weighted average number of common shares used in the calculation of basic income per share 112,253 123,603 91,123  113,071 112,253 123,603 
Common stock equivalents associated with stock compensation plans  2,723 1,456 
  
Common stock equivalents associated with stock-based compensation plans 3,132  2,723 
    
Shares used in the calculation of diluted income per share 112,253 126,326 92,579  116,203 112,253 126,326 
    
  
(Loss) income per share: 
Income (loss) per share: 
Basic $(0.02) $0.14 $0.26  $0.51 $(0.02) $0.14 
    
Diluted $(0.02) $0.13 $0.25  $0.50 $(0.02) $0.13 
    
In OctoberDuring 2006, 2005, the Company’s Board of Directors authorized a $100.0 million common share repurchase program. Repurchases under the program will be made from time-to-time through open market purchases and/or block trades. The Company intends to fund the repurchases from cash flow from operations but may also borrow under the Company’s existing credit facility. During the fourth quarter of 2005, the Company repurchased 837,800 shares of its common stock under this program for a total purchase price of $11.1 million.
In the first half ofand 2004, the Company repurchased 527,82514.9 million, 0.8 million, and 26.6 million of its common shares, at an aggregate cost of $6.1 million under its $200.0 millionrespectively (See Note 9 – Equity and Stock Repurchase Program. In addition, during the third quarter of 2004 the Company completed a tender offer in which it repurchased 16,844,508 common shares at a purchase price of $13.30 and $12.50 per share, respectively. Additionally, the Company also repurchased 9,228,938 shares from Silver Lake Partners and certain of its affiliates (“Silver Lake”) at a purchase price of $13.30 per share. The total cost of the tender was $346.2 million including transaction costs of $3.8 million. In conjunction with the tender offer, the Board of Directors terminated the $200.0 million Stock Repurchase Program in June 2004.Programs).

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The following table presents the number of options to purchase shares (in millions) of common stock that were not included in the computation of diluted EPS because the effect would have been antidilutive. During periods with reported income, these options were antidilutive because their exercise prices were greater than the average market value of a share of common stock during the period. During periods with reported loss, all options outstanding had an antidilutive effect.
            
  
 2005 2004 2003             
   2006 2005 2004 
Antidilutive options (in millions) 11.4 12.3 19.9  1.9 11.4 12.3 
Average market price per share of common stock during periods with reported income $10.88 $12.03 $9.49  $15.68 $10.88 $12.03 
     ForIn 2005 2004, and 2003,2004, unvested restricted stock awards were not included in the computation of diluted income (loss) per share because the effect would have been antidilutive. Additionally, convertible notes in 2003 were not included in the EPS calculation using the “as if converted” method because the effect would have been antidilutive.
     The following table provides information on the after-tax interest expense that was not added back to the numerator of the EPS calculation and the weighted average number of shares associated with the convertible debt that was not included in the denominator of the EPS calculation because the effect would have been antidilutive (in thousands):
             
   
  2005  2004  2003 
   
After-tax interest on convertible long-term debt $  $  $10,147 
Weighted average shares associated with convertible debt        37,035 
11—12—INCOME TAXES
Following is a summary of the components of income (loss) before income taxes (in thousands):
            
              
 2005 2004 2003  2006 2005 2004 
    
U.S. $(6,607) $8,622 $(2,972) $43,417 $(6,607) $8,622 
Non-U.S. 12,045 25,840 38,400  42,455 12,045 25,840 
    
Income before income taxes $5,438 $34,462 $35,428  $85,872 $5,438 $34,462 
    

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The expense for income taxes on the above income consists of the following components (in thousands):
            
              
 2005 2004 2003  2006 2005 2004 
    
Current tax (benefit) expense:  
U.S. federal $(3,350) $5,137 $(576) $(9,119) $(3,350) $5,137 
State and local 2,890 1,812 1,623  7,296 2,890 1,812 
Foreign 10,195 10,076 11,453  11,923 10,195 10,076 
    
Total current 9,735 17,025 12,500  10,100 9,735 17,025 
Deferred tax (benefit) expense:  
U.S. federal  (8,796)  (4,405)  (942) 24,588  (8,796)  (4,405)
State and local  (3,840)  (2,659)  (788)  (16,826)  (3,840)  (2,659)
Foreign 416  (2,392)  (2,861)  (2,384) 416  (2,392)
    
Total deferred  (12,220)  (9,456)  (4,591) 5,378  (12,220)  (9,456)
    
Total current and deferred  (2,485) 7,569 7,909  15,478  (2,485) 7,569 
Benefit relating to interest rate swap used to increase equity: 283   
Benefit from stock transactions with employees used to increase equity: 4,472 10,004 3,930 
Benefit (expense) relating to interest rate swap used to increase (decrease) equity  (417) 283  
Benefit from stock transactions with employees used to increase equity 10,750 4,472 10,004 
Benefit of certain SAB No. 108 adjustments to DTA’s used to increase equity 1,075   
Benefit of acquired tax assets used to reduce goodwill 5,605    794 5,605  
    
Total tax expense $7,875 $17,573 $11,839  $27,680 $7,875 $17,573 
    

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Current and long-term deferred tax assets and liabilities are comprised of the following (in thousands):
                
 December 31,  December 31, 
 2005 2004  2006 2005 
    
Depreciation and software amortization $3,867 $3,962  $4,063 $3,867 
Expense accruals for book purposes 66,424 40,816  36,990 66,424 
Loss and credit carryforwards 74,751 60,590  74,995 74,751 
Other 3,010 1,874  6,395 3,010 
    
Gross deferred tax asset 148,052 107,242  122,443 148,052 
Repatriation of foreign earnings  (1,430)  (5,047)   (1,430)
Intangible assets  (7,211)  (516)  (5,527)  (7,211)
Prepaid expenses  (4,349)  (4,202)  (1,121)  (4,349)
    
Gross deferred tax liability  (12,990)  (9,765)  (6,648)  (12,990)
  
Valuation allowance  (66,647)  (41,008)  (50,679)  (66,647)
    
Net deferred tax asset $68,415 $56,469  $65,116 $68,415 
    
Current and long-term net deferred tax assets were $11.8 million and $53.3 million as of December 31, 2006, and $11.8 million and $56.6 million as of December 31, 2005, and $13.4 million and $43.1 million as of December 31, 2004, respectively, and are included in Prepaid expenses and other current assets and Other assets in the Consolidated Balance Sheets.
The valuation allowance relates primarily to state and local and foreign net operating losses, domestic capital loss carryforwards, and foreign tax credits that more likely than not will expire unutilized. The net increasedecrease in valuation allowancesallowance of approximately $25.6$16.0 million in 20052006 relates primarily to establishing athe following items: (a) the release of $11.5 million of valuation allowances associated with Meta pre-acquisition assets. These assets includeallowance on state and local net operating losses due to expected utilization as a result of legal entity restructuring, (b) the write off of $11.3 million of valuation allowance on capital losses that expired unutilized as of 12/06, and foreign net operation losses and domestic capital losses. A portion of(c) the increase also relates to aof $17.4 million in valuation allowance established for foreign tax credits expected to be generated as a result of IRS audit exam adjustments. Additionally, the Company changed its presentation with respect to state and current yearlocal net operating losses, state capital losses. Approximately $2.3 millionloss carryovers, and the related valuation allowances. The change relates to presenting these items on a basis that is net of federal benefit. In prior periods, the federal benefit was presented net in other deferred items. The reduction in valuation allowance will reduce additional paid-in-capital upon subsequent recognition of any related tax benefits associated with stock options.to this change in presentation is $7.5 million. Approximately $18.9$12.8 million of the valuation allowance will reduce goodwill upon subsequent recognition of any related tax benefits associated with various META deferred tax assets.
The Company has established a full valuation allowancesallowance against domestic realized and unrealized capital losses, as their utilization remains uncertain. As of December 31, 2005,2006, the Company had U.S. federal capital loss carryforwards of $34.4$20.5 million. $19.2$5.2 million of these capital losses expired as of December 31, 2005. However, these losses remain subject to utilization against potential audit adjustments associated with the current IRS exam. $3.6 million of the remaining capital loss carryovers will expire in 2006, $3.32007, $4.0 million will expire in 2007,2008, and $8.3$11.3 million will expire during 20082009 and 2009.2010. The Company also had $84.8$20.5 million in state and local capital loss carryforwards, of which $69.6 million expired as of December 31, 2005.will expire over a similar time period. Again, these losses remain subject to state utilization depending upon adjustments associated with the current IRS exam. Of the remaining amount, $3.6 million will expire in 2006, $3.3 million will expire in 2007, and $8.3 million will expire during 2008 and 2009.utilization.

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As of December 31, 2005,2006, the Company had a federal net operating loss carryforward of $18.8$37 million, the majority of which will expire in 18over the next 15 to 20 years. The Company also had state and local tax net operating loss carryforwards of $341.5$353.4 million, of which $88.7$37.7 million will expire within one to five years, $61.8$103.6 million will expire within six to fifteen years, and $191.0$212.1 million will expire within sixteen to twenty years. In addition, the Company had foreign net operating loss carryforwards of $40.6$38.0 million of which $12.3$9.6 million will expire in one to elevenover the next 20 years and $28.3$28.4 million that can be carried forward indefinitelyindefinitely.
As of December 31, 20052006 the Company also had foreign tax credit carryforwards of $15.0$23.1 million, of which $9.4$2.1 million will expire in 2010, and the remaining6 to 8 years, $19.5 million will expire in between 20119 years, and 2015.
$1.5 million will expire in 10 years. In addition, the Company had federal alternative minimum tax credit carryforwards of $2.3$0.3 million, which can be carried forward indefinitely and research and development credit carryforwards of approximately $1.2$0.3 million which will expire between 20202023 and 2025.2026.
The differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate on income before income taxes are:

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 2005 2004 2003  2006 2005 2004
    
Statutory tax rate  35.0%  35.0%  35.0% 35.0  35.0%  35.0%
State income taxes, net of federal benefit  (4.3) 0.8 2.6  2.2  (4.3) 0.8 
Foreign income taxed at a different rate 112.2  (0.9)  (1.4)  (3.0) 112.2  (0.9)
Non-taxable income  (4.3)  (1.1)  (0.8)  (0.3)  (4.3)  (1.1)
Exempt foreign trading gross receipts  (1.7)  (0.5)    (0.2)  (1.7)  (0.5)
Non-deductible meals and entertainment 10.6 2.1 1.7  0.8 10.6 2.1 
Non-deductible acquisition costs 13.2    0.1 13.2  
Officers’ life insurance   0.1 
Jobs Creation Act — repatriation of foreign earnings  (66.5) 14.6     (66.5) 14.6 
Foreign tax credits  (34.9)  (3.1) 2.5    (34.9)  (3.1)
Record (release) valuation allowance 111.0 4.1 0.9   (15.9) 111.0  (4.1)
(Release) increase reserve for tax contingencies  (24.3) 3.2   13.2  (24.3) 3.2 
Non-deductible goodwill and currency translation  3.8     3.8 
Other items (net)  (1.2) 1.2 2.8 �� 0.3  (1.2) 1.2 
    
Effective tax rate  144.8%  51.0%  33.4%  32.2%  144.8%  51.0%
    
The higherlower effective tax rate in 20042006 as compared to 20032005 is primarily attributable to incurring non-deductible restructuring chargesseveral items. The most significant of those items include the following: (a) the Company generated more income in low tax jurisdictions in 2006 as compared to 2005, and tax costs from repatriating foreign earnings. These increases were offset(b) 2006 included a significant decrease in part byvaluation allowances for state and local net operating losses while 2005 included a release ofsignificant increase in valuation allowance associated withallowances for foreign tax credits. In 2004, we took a $5.0 million tax charge in anticipationThe impact of repatriating approximately $52.0 million in earnings from our non-US subsidiaries in 2005. The repatriation was expected to qualify for a one-time reduced tax rate pursuant to the American Jobs Creation Act (AJCA). The charge wasthese items is partially offset by a benefit of $2.5 million(a) benefits taken to release valuation allowance onreduce overall tax expense in 2005 relating to repatriated earnings, no such items occurred in 2006, (b) larger benefits taken in 2005 as compared to 2006 for foreign tax credits generated, and (c) an overall increase in reserve needs in 2006 as compared to an overall decrease in 2005. Note that were expectedthe impact of the various positive and negative adjustments is amplified by lower pretax book income in 2005 as compared to be utilized before they expired.2006.
The increase in the effective tax rate for 2005, as compared to that of 2004, is principally due to the fact that the Company generated less income in low tax jurisdictions as compared to the prior year and recorded valuation allowances against capital losses and foreign tax credit carryforwards. The impact of these items is offset, in part, by benefits taken to reduce the overall tax expense on repatriated earnings as well as reductions for interest costs related to tax contingencies. The impact of the various positive and negative adjustments is amplified by lower pretax book income in 2005 as compared to 2004.
The Company also recorded charges in 2005 relating to the acquisition and integration of Meta which are not deductible for tax purposes. The impact of these items increased tax expense by approximately $0.7 million or 13.2%
Undistributed earnings of subsidiaries outside of the U.S. amounted to approximately $30.0$12.1 million as of December 31, 2005.2006. These earnings have been and will continue to be permanently reinvested. Accordingly, no provision for U.S. federal and state income taxes has been provided thereon. These earnings could become subject to additional tax if they were distributed in the form of dividends or otherwise. It is not practicable to estimateIf the undistributed earnings were repatriated, the amount of additional tax that maypayable would be payable on the foreign earnings because of the complexities associated with the hypothetical calculation.approximately $2.0 million.
In March 2005, the Company repatriated approximately $52.0 million in cash from its non-US subsidiaries in order to take advantage of the beneficial provisions of the American Jobs Creation Act of 2004 (AJCA). The Company had previously recorded $5.0 million of tax expense in anticipation of the repatriation. In 2005, the Company took into account technical corrections issued by the Treasury Department. As a result of favorable provisions contained in the technical correction, the Company realized a tax benefit of $3.6 million to reduce the cumulative charge to $1.4 million. Additionally, as a consequence of the application of the technical corrections, the Company re-evaluated its ability to use foreign tax credits in the future and took a charge of $2.5 million to re-establish valuation allowance for foreign tax credits that more likely than not will expire unused.
The Company received Examination Reports from the Internal Revenue Service (“IRS”) has completed the field work portion of an auditin October 2005 and October 2006 in connection with audits of the Company’s federal income tax returns for the tax years ended September 30, 1999 through 2002. In October 2005, the Company received an Examination Report indicatingDecember 31, 2004. The IRS proposed changes thatadjustments relating primarily relate to the valuation of intangible assets licensed by Gartner to a foreign subsidiary and the calculation

55


of payments undermade pursuant to a cost sharing arrangement between Gartner Inc. and one of itsa foreign subsidiaries.subsidiary. Gartner disagrees withappealed the proposed adjustments relating to valuationinitial findings and the cost sharing arrangement and intends to vigorously dispute this matter through applicable IRS and judicial procedures, as appropriate. However, if the IRS were to ultimately prevailhas reached a settlement on the issues it could result in additional taxable income forwith IRS Appeals Office. With respect to the years under examination of approximately $130.7 million and an additional federal cash tax liability of approximately $41.0 million. Theaudits, the Company had recorded a provisionprovisions in prior periods based on its estimateestimates of the amount for which the claim willwould be settled,settled. Based on the outcome of our negotiations, we released reserves and recorded a benefit of $1.5 million in 2006. The Company is considering the future impact of the settlement of the IRS examination in connection with the implementation of FASB Interpretation No. 48 as described below.
As discussed in Note 2, in September 2006 the SEC staff issued SAB No. 108. The transition provisions of SAB No. 108 permit the Company to adjust for the cumulative effect on retained earnings of immaterial errors relating to prior years. The Company adopted SAB No. 108 effective the beginning of the fiscal year ended December 31, 2006. In accordance with the requirements of SAB No. 108, the Company has adjusted its opening accumulated earnings for 2006 in the accompanying consolidated financial statements for various items including an adjustment of $10.7 million related to an overstatement of current taxes payable, resulting in an increase to opening accumulated earnings of $7.4 million and a $3.3 million increase to opening additional paid-in capital. The adjustment had no additional amountimpact on tax expense. The adjustment was bookeddue to the carryover impact of an excess balance from prior years in the current period. Althoughtaxes payable account which had accumulated over a period of years prior to 2000.
In July 2006, the final resolutionFASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of the proposed adjustments is uncertain,FASB Statement No. 109” (“ FIN 48”), which will become effective for the Company believeson January 1, 2007. The Interpretation prescribes a recognition threshold and a measurement attribute for the ultimate disposition of this matter will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations. The IRS has commenced an examinationstatement recognition and measurement of tax years 2003 and 2004. There have been no significant developmentspositions taken or expected to date.be taken in a tax return. For any benefit to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. If a position meets the more-likely-than-not threshold, the amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
12—13—EMPLOYEE BENEFITS
Savings and investment plan.The Company has a savings and investment plan covering substantially all domestic employees. Company

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contributions are based upon the level of employee contributions. In addition, the Company also contributes fixed and discretionary profit sharing contributions set by the Board of Directors. Amounts expensed in connection with the plan totaled $10.9 million, $10.6 million, and $9.5 million, for 2006, 2005, and $9.3 million, for 2005, 2004, and 2003, respectively.
Deferred compensation employee stock trust.arrangement.The Company has a supplemental deferred compensation arrangementsarrangement for the benefit of certain officers, managers and other key employees. These arrangements are partially funded by life insurance contracts, which have been purchased by the Company. The plan is structured as a rabbi trust and permits the participants to diversify their investments. TheWe recognize the investment assets in Other assets on the Consolidated Balance Sheet at current fair value, and the value of the assets held, managed and invested, pursuant to the agreement was $14.1$16.3 million and $13.4$14.1 million at December 31, 2006 and 2005, and 2004, respectively, and are included in Other assets.respectively. The corresponding deferred compensation liability of $16.6$19.1 million and $15.7$16.6 million at December 31, 20052006 and 2004,2005, respectively, is recorded at fair market value, and is adjusted with a corresponding charge or credit to compensation cost, to reflect the fair value of the amount owed to the employee and is included in Other liabilities. Total compensation expense recognized for the plan was $0.2$0.3 million, $0.3$0.2 million, and $0.3 million, for 2006, 2005, 2004, and 2003,2004, respectively.
Defined benefit pension plans.The Company has defined-benefit pension plans in several of its international locations covering approximately 188 individuals whichlocations. Benefits paid under these plans are accountedbased on years of service and level of employee compensation. The Company accounts for material defined benefit plans in accordance with the requirements of Statement of Financial Accounting Standards No. 87, - “Employers’ Accounting for Pensions”Pensions,” as amended (SFAS No. 87). Benefits paid under the plans are based on years of service and employee compensation. None of these plans havehas plan assets as defined under SFAS No. 87. The Company’s policy is to account
On December 31, 2006, the Company adopted FASB Statement No. 158, “Employers’ Accounting for materialDefined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS No. 158”). This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit planspostretirement plan in accordance with SFAS No. 87.the year in which the changes occur.
The following are the components of net periodic pension expense:expense (in thousands):
                        
 2005 2004 2003  2006 2005 2004 
    
Service cost $1,502 $1,024 $843  $2,013 $1,502 $1,024 
Interest cost 353 280 187  471 353 280 
Recognition of actuarial loss 235 78   321 235 78 
Recognition of termination benefit 98   
    
Net periodic pension cost $2,090 $1,382 $1,030  $2,903 $2,090 $1,382 
    

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The following table provides information related to changes in the projected benefit obligations:obligation (in thousands):
                        
 December 31,  December 31,
 2005 2004 2003  2006 2005 2004 
    
Projected benefit obligation at beginning of year $8,300 $4,800 $2,241  $11,569 $8,300 $4,800 
Service cost 1,502 1,024 843  2,163 1,502 1,024 
Interest cost 353 280 187  471 353 280 
Actuarial loss 1,019 1,738 1,016 
Actuarial (gain) loss  (1,192) 1,019 1,738 
Benefits paid  (52)     (28)  (52)  
Acquisitions and new plans 1,751     1,751  
Foreign currency impact  (1,304) 458 513  917  (1,304) 458 
    
Projected benefit obligation at end of year $11,569 $8,300 $4,800  $13,900 $11,569 $8,300 
    
The following table provides information related to changes in the funded status of the plan:plans and the amounts recognized in the Consolidated Balance Sheets (in thousands):
                        
 December 31,  December 31,
 2005 2004 2003  2006 2005 2004 
    
Funded status of the plans:
 
Funded status $11,569 $8,300 $4,800  $13,900 $11,569 $8,300 
  
Unrecognized net loss  (3,240)  (2,859)  (1,077)   (3,240)  (2,859)
    
Net amount recognized $8,329 $5,442 $3,723  $13,900 $8,329 $5,442 
    
  
Amounts recognized in the balance sheet consist of: 
Accrued pension benefit — other liabilities $8,329 $5,442 $3,723 
Amounts recognized in the Consolidated Balance Sheets:
 
Accrued pension benefit — Other liabilities $13,900 $8,329 $5,442 
    
Accumulated other comprehensive income $1,338   
  
The $1.3 million recorded in accumulated other comprehensive income represents the plan’s remaining unrecognized net loss as of December 31, 2006. This amount was recorded in accordance with SFAS No. 158 and will be amortized to net periodic pension cost over approximately 8 years.
The following table details the impact of the adoption of SFAS No. 158 on our Consolidated Balance Sheet as of December 31, 2006 (in thousands):
             
  Balance Prior To      Balance After 
  SFAS No. 158  SFAS No. 158  SFAS No. 158 
  Adoption  Adjustments  Adoption 
Liability for pension benefits $(11,731) $(2,169) $(13,900)
Non-current deferred tax assets  52,488   831   53,319 
Total liabilities  (1,011,306)  (2,169)  (1,013,475)
Accumulated other comprehensive income, net  (14,435)  1,338   (13,097)
Total stockholders’ equity  (27,656)  1,338   (26,318)
Assumptions used in the computation of net periodic pension expense are as follows:

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   2006 2005 2004 
 2005 2004 2003   
  
Weighted- average discount rate  3.70%  5.50%  5.75%
Weighted-average discount rate  3.69%  3.70%  5.50%
Average compensation increase  3.27%  3.50%  3.50%  3.31%  3.27%  3.50%
     Assumptions usedThe Company determines the weighted-average discount rate by utilizing the yields on long-term corporate bonds in the computation ofrelevant country with a duration consistent with the benefit obligations are as follows:
             
   
  2005  2004  2003 
   
Weighted- average discount rate  4.50%  4.50%  5.50%
Average compensation increase  3.50%  3.50%  3.50%
pension obligations.
13—14—SEGMENT INFORMATION
The Company manages its business in three reportable segments: research, consultingResearch, Consulting and events.Events. Research consists primarily of subscription-based research products.products, access to research inquiry, as well as peer networking services and membership programs. Consulting consists primarily of consulting, measurement engagements, and strategic advisory services. Events consists of various symposia, conferences and exhibitions.
The Company evaluates reportable segment performance and allocateallocates resources based on gross contribution margin. Gross contribution, as presented below, is defined as operating income excluding certain costCost of salesservices and selling, generalproduct development and administrativeSG & A expenses, depreciation, META integration charges, amortization of intangibles and otherOther charges. Certain costs included in consolidated Cost of services and product development are not allocated to segment expense, primarily web maintenance and customer relationship database costs, and certain bonus and fringe charges. The accounting policies used by the reportable segments are the same as those used by the Company.
We earn revenue from clients in many countries. Other than the United States, there is no individual country in which revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally, no single client accounted for 10% or more of total revenue and the loss of a single client, in management’s opinion, would not have a material adverse effect on revenues.

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We do not identify or allocate assets, including capital expenditures, by operating segment. Accordingly, assets are not being reported by segment because the information is not available by segment and is not reviewed in the evaluation of performance or making decisions in the allocation of resources.
The following tables present information about the Company’s reportable segments (in thousands). The “Other” column includes certain revenues and corporate and other expenses (primarily selling, general and administrative) unallocated to reportable segments, expenses allocated to operations that do not meet the segment reporting quantitative threshold, and other charges. There are no intersegment revenues:
                                        
 Research Consulting Events Other Consolidated  Research Consulting Events Other Consolidated 
    
2005
 
2006
 
Revenues $523,033 $301,074 $151,339 $13,558 $989,004  $571,217 $305,231 $169,434 $14,439 $1,060,321 
Gross Contribution 310,008 125,678 76,135 12,184 524,005 
Gross contribution 345,521 120,660 83,689 11,725 561,595 
Corporate and other expenses  (498,725)  (458,345)
      
Operating income $25,280  $103,250 
      
                                        
 Research Consulting Events Other Consolidated  Research Consulting Events Other Consolidated 
    
2004
 
2005
 
Revenues $480,486 $259,419 $138,393 $15,523 $893,821  $523,033 $301,074 $151,339 $13,558 $989,004 
Gross Contribution 292,704 92,711 69,462 13,940 468,817 
Gross contribution 310,008 125,678 76,135 12,184 524,005 
Corporate and other expenses  (426,158)  (498,725)
      
Operating income $42,659  $25,280 
      
 
2003
 
Revenues $466,907 $258,628 $119,355 $13,556 $858,446 
Gross Contribution 292,874 86,778 56,004 10,081 445,737 
Corporate and other expenses  (398,404)
   
Operating income $47,333 
   

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  Research  Consulting  Events  Other  Consolidated 
   
2004
                    
Revenues $480,486  $259,419  $138,393  $15,523  $893,821 
Gross contribution  292,704   92,711   69,462   13,940   468,817 
Corporate and other expenses                  (426,158)
                    
Operating income                 $42,659 
                    


The Company’s consolidated revenues are generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Revenues in the table below are reported based on where the sale is fulfilled; “Other International” revenues are those attributable to all areas located outside of the United States and Canada, as well as Europe, the Middle East, and Africa. Most of our products and services are provided on an integrated worldwide basis. Because of the integration of products and services delivery, it is not practical to separate precisely our revenues by geographic location. Long-lived assets exclude goodwill and other intangible assets. Accordingly, the separation set forth in the table below is based upon internal allocations, which involve certain management estimates and judgments.
Summarized information by geographic location is as follows (in thousands):
            
              
 2005 2004 2003  2006 2005 2004 
    
Revenues:  
United States and Canada $610,980 $559,416 $535,694  $631,295 $610,980 $559,416 
Europe, Middle East and Africa 296,705 262,953 252,264  337,722 296,705 262,953 
Other International 81,319 71,452 70,488  91,304 81,319 71,452 
    
Total revenues $989,004 $893,821 $858,446  $1,060,321 $  989,004 $  893,821 
    
  
Long-lived assets:  
United States and Canada $70,767 $74,200 $67,081  $67,683 $70,767 $74,200 
Europe, Middle East and Africa 17,253 13,877 16,400  17,183 13,571 13,877 
Other International 24 3,316 3,793  3,052 3,706 3,316 
    
Total long-lived assets $88,044 $91,393 $87,274  $87,918 $88,044 $91,393 
    
14—15—VALUATION AND QUALIFYING ACCOUNTS
The following table provides information regarding the Company’s allowance for doubtful accounts and returns and allowances in thousands:(in thousands):

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      Additions      
      Charged      
      (Subtractions Additions    
  Balance at Credited) Charged Deductions Balance
  Beginning to Costs and Against Other from at End
  of Year Expenses Accounts (1), (2) Reserve of Year
   
2004:
                    
Allowance for doubtful accounts and returns and allowances $9,000  $(3,700) $13,283  $10,133  $8,450 
                     
2005:
                    
Allowance for doubtful accounts and returns and allowances $8,450  $966  $6,089  $7,605  $7,900 
                     
2006:
                    
Allowance for doubtful accounts and returns and allowances $7,900  $2,559  $6,823  $8,582  $8,700 
                     
      Additions          
      Charged          
      (Subtractions  Additions       
  Balance at  Credited)  Charged  Deductions  Balance 
  Beginning  to Costs and  to Other  from  at End 
  of Year  Expenses  Accounts (1)  Reserve  of Year 
   
Calendar 2003:
                    
Allowance for doubtful accounts and returns and allowances $7,000  $8,276  $2,000  $8,276  $9,000 
Calendar 2004:
                    
Allowance for doubtful accounts and returns and allowances $9,000  $(3,700) $13,283  $10,133  $8,450 
Calendar 2005:
                    
Allowance for doubtful accounts and returns and allowances $8,450  $966  $6,089  $7,605  $7,900 
 
(1) Amounts charged toagainst revenues. For
(2)2005 includes $0.9 million that was not charged against earnings but was an addition from the META acquisition.
16—SUBSEQUENT EVENTS
On January 31, 2007, the Company refinanced its existing borrowing arrangements (see Note 7—Debt) by entering into a new Credit Agreement (the “2007 Credit Agreement”). The 2007 Credit Agreement provides for a five-year, $180.0 million term loan and a $300.0 million revolving credit facility, which may be increased, at Gartner’s option, by up to an additional $100.0 million, for a total revolving credit facility of $400.0 million. The term loan will be repaid in 18 consecutive quarterly installments commencing September 30, 2007, plus a final payment due on January 31, 2012, and may be prepaid at any time without penalty or premium at the option of Gartner. The revolving credit facility may be used for loans, and up to $15.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and reborrowed until January 31, 2012, at which time all amounts borrowed must be repaid.
Loans under the 2007 Credit Agreement bear interest at a rate equal to, at Gartner’s option, either (i) the greatest of the Administrative Agent’s prime rate, the Administrative Agent’s rate for three-month certificates of deposit (adjusted for statutory reserves) plus 1% and the average rate on overnight federal funds plus 1/2 of 1%, plus a margin equal to between 0.00% and 0.25% depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended, or (ii) at the eurodollar rate (adjusted for statutory reserves) plus a margin equal to between .625% and 1.25%, depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended.
In conjunction with the refinancing, on January 31, 2007, Gartner drew down $190.0 million from the revolving facility and $180.0 million from the term loan facility and repaid $125.0 million outstanding under its Interim Loan Facility and $245.0 million outstanding under its existing $325.0 million Credit Facility. Both the $125.0 million Interim Loan Facility and the $325.0 million Credit Facility were terminated in connection with Gartner entering into the 2007 Credit Agreement. In conjunction with the refinancing, the Company also terminated its interest rate swap contract.
In February 2007 the Company’s Board of Directors authorized a new program to repurchase up to $200.0 million of Gartner common stock. The program replaces the $100.0 million share repurchase program approved in October 2005. Repurchases will be made from time-to-time through open market purchases. Repurchases are subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases will be funded from cash flow from operations and possible borrowings under the Company’s 2007 Credit Facility.

59


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report on Form 10-K to be signed on its behalf by the undersigned, duly authorized, in Stamford, Connecticut, on March 10, 2006.1, 2007.

60


Gartner, Inc.
Date: March 10, 2006By:/s/ Eugene A. Hall
     
 Gartner, Inc.
Date: March 1, 2007  By:  /s/ Eugene A. Hall  
 Eugene A. Hall
 Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Eugene A. Hall and Christopher Lafond and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in all capacities, to sign all amendments to this Report on Form 10-K, and to file the same, with appropriate exhibits and other related documents, with the Securities and Exchange Commission. Each of the undersigned, ratifies and confirms his or her signatures as they may be signed by his or her attorney—in-factattorney-in-fact to any amendments to this Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
     
Name Title Date
/s/ Eugene A. Hall
 
Eugene A. Hall
 Director and Chief Executive Officer
(Principal Executive Officer)
 March 10, 20061, 2007
/s/ Christopher Lafond
 
Christopher Lafond
 Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
 March 10, 20061, 2007
Michael J. Bingle
 
Michael J. Bingle
 Director March 10, 20061, 2007
/s/ Richard J. Bressler
 
Richard J. Bressler
 Director March 10, 20061, 2007
/s/ Anne Sutherland Fuchs
 
Anne Sutherland Fuchs
 Director March 10, 20061, 2007
/s/ William O. Grabe
 
William O. Grabe
 Director March 10, 20061, 2007
/s/ Max D. Hopper
 
Max D. Hopper
 Director March 10, 20061, 2007
/s/ John R. Joyce
 
John R. Joyce
 Director March 10, 20061, 2007
/s/ Stephen G. Pagliuca
 
Stephen G. Pagliuca
 Director March 10, 20061, 2007 
/s/ James C. Smith
 
James C. Smith
 Director March 10, 20061, 2007
/s/ Jeffrey W. Ubben
 
Jeffrey W. Ubben
 Director March 10, 20061, 2007
/s/ Maynard G. Webb, Jr.
 
Maynard G. Webb, Jr.
 Director March 10, 20061, 2007

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