UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
			For the quarterly period ended ~~September~~June 30, ~~2020~~2021
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-14443

Gartner, Inc.

(Exact name of Registrant as specified in its charter)


Delaware									04-3099750
(State or other jurisdiction of									(I.R.S. Employer
incorporation or organization)									Identification Number)

P.O. Box 10212									06902-7700
56 Top Gallant Road									(Zip Code)
Stamford,
Connecticut
(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 316-1111

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.0005 par value per share	IT	New York Stock Exchange

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. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~October~~July 30, ~~2020, 89,286,873~~2021, 83,648,748 shares of the registrant’s common shares were outstanding.

Table of Contents


			Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets at ~~September~~June ~~30, 2020~~3 0 , 2021 and December 31, ~~2019~~2020			3
Condensed Consolidated Statements of Operations for the Three and Six ~~Nine~~Months Ended Se ~~ptember~~June ~~30,~~3 0 , 2021 and 2020 ~~and 2019~~			4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six ~~Nine~~Months Ended ~~September~~June ~~30,~~3 0 , 2021 and 2020 ~~and 2019~~			5
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six ~~Nine~~Months Ended ~~September~~June ~~30,~~3 0 , 2021 and 2020 ~~and 2019~~			6
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June ~~30,~~3 0 , 2021 and 2020 ~~and 2019~~			87
Notes to Condensed Consolidated Financial Statements			98
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			2926
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			4339
ITEM 4. CONTROLS AND PROCEDURES			4440
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			4541
ITEM 1A. RISK FACTORS			4541
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			4641

ITEM 6. EXHIBITS			4642

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


		September 30,		December 31,			June 30,		December 31,
		2020		2019			2021		2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	553,715	$	280,836	Cash and cash equivalents	$	796,257	$	712,583
Fees receivable, net of allowances of $10,000 and $8,000, respectively		948,864		1,326,012
Fees receivable, net of allowances of $8,000 and $10,000, respectively						Fees receivable, net of allowances of $8,000 and $10,000, respectively	1,102,562		1,241,508
Deferred commissions	Deferred commissions	207,938		265,867		Deferred commissions	248,447		259,755
Prepaid expenses and other current assets	Prepaid expenses and other current assets	154,887		146,026		Prepaid expenses and other current assets	109,900		109,212
Total current assets	Total current assets	1,865,404		2,018,741		Total current assets	2,257,166		2,323,058
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net	332,891		344,579		Property, equipment and leasehold improvements, net	309,222		336,765
Operating lease right-of-use assets	Operating lease right-of-use assets	651,813		702,916		Operating lease right-of-use assets	618,132		647,283
Goodwill	Goodwill	2,938,708		2,937,726		Goodwill	2,955,466		2,945,547
Intangible assets, net	Intangible assets, net	820,994		925,087		Intangible assets, net	775,479		806,998
Other assets	Other assets	230,792		222,245		Other assets	272,875		256,316
Total Assets	Total Assets	$	6,840,602	$	7,151,294	Total Assets	$	7,188,340	$	7,315,967
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	790,260	$	788,796	Accounts payable and accrued liabilities	$	752,241	$	952,431
Deferred revenues	Deferred revenues	1,710,791		1,928,020		Deferred revenues	2,152,043		1,974,548
Current portion of long-term debt	Current portion of long-term debt	20,511		139,718		Current portion of long-term debt	5,322		20,515
Total current liabilities	Total current liabilities	2,521,562		2,856,534		Total current liabilities	2,909,606		2,947,494
Long-term debt, net of deferred financing fees	Long-term debt, net of deferred financing fees	1,957,473		2,043,888		Long-term debt, net of deferred financing fees	2,457,854		1,958,286
Operating lease liabilities	Operating lease liabilities	785,705		832,533		Operating lease liabilities	745,108		780,166
Other liabilities	Other liabilities	538,359		479,746		Other liabilities	548,134		539,593
Total Liabilities	Total Liabilities	5,803,099		6,212,701		Total Liabilities	6,660,702		6,225,539
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding		0		0
Preferred stock, $0.01 par value, 5,000,000 shares authorized; NaN issued or outstanding						Preferred stock, $0.01 par value, 5,000,000 shares authorized; NaN issued or outstanding	0		0
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82		Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82
Additional paid-in capital	Additional paid-in capital	1,960,143		1,899,273		Additional paid-in capital	2,031,726		1,968,930
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(130,213)		(77,938)		Accumulated other comprehensive loss, net	(82,978)		(99,228)
Accumulated earnings	Accumulated earnings	2,135,860		1,988,722		Accumulated earnings	2,690,803		2,255,467
Treasury stock, at cost, 74,193,907 and 74,444,288 common shares, respectively		(2,928,369)		(2,871,546)
Treasury stock, at cost, 79,464,479 and 74,759,985 common shares, respectively						Treasury stock, at cost, 79,464,479 and 74,759,985 common shares, respectively	(4,111,995)		(3,034,823)
Total Stockholders’ Equity	Total Stockholders’ Equity	1,037,503		938,593		Total Stockholders’ Equity	527,638		1,090,428
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	6,840,602	$	7,151,294	Total Liabilities and Stockholders’ Equity	$	7,188,340	$	7,315,967

See the accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Revenues:	Revenues:									Revenues:
Research	Research	$	892,719	$	840,998	$	2,677,339	$	2,492,427	Research	$	1,003,238	$	875,329	$	1,982,970	$	1,784,620
Conferences	Conferences	12,738		66,286		26,925		259,392		Conferences	58,179		317		82,981		14,187
Consulting	Consulting	89,161		93,218		282,380		290,009		Consulting	105,902		97,489		205,406		193,219

Total revenues	Total revenues	994,618		1,000,502		2,986,644		3,041,828		Total revenues	1,167,319		973,135		2,271,357		1,992,026
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services and product development	Cost of services and product development	329,767		365,056		993,596		1,099,700		Cost of services and product development	350,802		322,551		685,269		663,829
Selling, general and administrative	Selling, general and administrative	521,508		512,159		1,512,987		1,545,905		Selling, general and administrative	488,496		494,840		975,751		991,479
Depreciation	Depreciation	22,743		20,704		67,988		60,578		Depreciation	25,851		22,728		51,601		45,245
Amortization of intangibles	Amortization of intangibles	31,228		31,694		94,615		97,541		Amortization of intangibles	26,154		31,208		56,668		63,387
Acquisition and integration charges	Acquisition and integration charges	1,722		1,742		5,438		4,156		Acquisition and integration charges	1,302		2,157		1,942		3,716
Total costs and expenses	Total costs and expenses	906,968		931,355		2,674,624		2,807,880		Total costs and expenses	892,605		873,484		1,771,231		1,767,656
Operating income	Operating income	87,650		69,147		312,020		233,948		Operating income	274,714		99,651		500,126		224,370
Interest expense, net	Interest expense, net	(30,538)		(24,073)		(87,182)		(73,669)		Interest expense, net	(27,390)		(30,296)		(53,539)		(56,644)
Loss from divested operations		0		0		0		(2,075)
Loss on extinguishment of debt		(44,814)		0		(44,814)		0
Other income (expense), net		1,869		8,024		(10,046)		6,953
Gain on event cancellation insurance claims										Gain on event cancellation insurance claims	135,545		0		135,545		0

Other (expense) income, net										Other (expense) income, net	(3,682)		(10,399)		11,808		(11,915)
Income before income taxes	Income before income taxes	14,167		53,098		169,978		165,157		Income before income taxes	379,187		58,956		593,940		155,811
(Benefit) provision for income taxes		(2,797)		11,710		22,840		(432)
Provision for income taxes										Provision for income taxes	107,951		3,879		158,604		25,637
Net income	Net income	$	16,964	$	41,388	$	147,138	$	165,589	Net income	$	271,236	$	55,077	$	435,336	$	130,174

Net income per share:	Net income per share:									Net income per share:
Basic	Basic	$	0.19	$	0.46	$	1.65	$	1.84	Basic	$	3.16	$	0.62	$	5.00	$	1.46
Diluted	Diluted	$	0.19	$	0.46	$	1.63	$	1.82	Diluted	$	3.13	$	0.61	$	4.95	$	1.45
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	89,378		89,846		89,307		89,947		Basic	85,712		89,323		87,032		89,271
Diluted	Diluted	89,955		90,887		90,002		91,089		Diluted	86,589		89,780		87,921		89,967

See the accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2020		2019		2020		2019			2021		2020		2021		2020
Net income	Net income	$	16,964	$	41,388	$	147,138	$	165,589	Net income	$	271,236	$	55,077	$	435,336	$	130,174
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	7,498		3,553		(15,066)		9,078		Foreign currency translation adjustments	4,639		23,817		5,316		(22,564)
Interest rate swaps – net change in deferred gain or loss	Interest rate swaps – net change in deferred gain or loss	4,379		(11,379)		(37,453)		(50,599)		Interest rate swaps – net change in deferred gain or loss	5,457		2,900		10,727		(41,832)
Pension plans – net change in deferred actuarial loss	Pension plans – net change in deferred actuarial loss	85		41		244		124		Pension plans – net change in deferred actuarial loss	104		80		207		159
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	11,962		(7,785)		(52,275)		(41,397)		Other comprehensive income (loss), net of tax	10,200		26,797		16,250		(64,237)
Comprehensive income	Comprehensive income	$	28,926	$	33,603	$	94,863	$	124,192	Comprehensive income	$	281,436	$	81,874	$	451,586	$	65,937

See the accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited; in thousands)

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total
Balance at December 31, 2019 $ 82 $ 1,899,273 $ (77,938) $ 1,988,722 $ (2,871,546) $ 938,593
Net income — — — 75,097 — 75,097
Other comprehensive loss — — (91,034) — — (91,034)
Issuances under stock plans — (1,794) — — 7,448 5,654
Common share repurchases — — — — (63,164) (63,164)
Stock-based compensation expense — 25,129 — — — 25,129
Balance at March 31, 2020 $ 82 $ 1,922,608 $ (168,972) $ 2,063,819 $ (2,927,262) $ 890,275
Net income — — — 55,077 — 55,077
Other comprehensive income — — 26,797 — — 26,797
Issuances under stock plans — 3,223 — — 867 4,090
Common share repurchases — — — — (698) (698)
Stock-based compensation expense — 15,678 — — — 15,678
Balance at June 30, 2020 $ 82 $ 1,941,509 $ (142,175) $ 2,118,896 $ (2,927,093) $ 991,219
Net income — — — 16,964 — 16,964
Other comprehensive income — — 11,962 — — 11,962
Issuances under stock plans — 3,133 — — 979 4,112
Common share repurchases — — — — (2,255) (2,255)
Stock-based compensation expense — 15,501 — — — 15,501
Balance at September 30, 2020 $ 82 $ 1,960,143 $ (130,213) $ 2,135,860 $ (2,928,369) $ 1,037,503

~~GARTNER, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Changes in Stockholders’ Equity~~

~~(Unaudited; in thousands)~~


	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2020	$	82	$	1,968,930	$	(99,228)	$	2,255,467	$	(3,034,823)	$	1,090,428
Net income	—		—		—		164,100		—		164,100
Other comprehensive income	—		—		6,050		—		—		6,050
Issuances under stock plans	—		(1,543)		—		—		6,923		5,380
Common share repurchases	—		—		—		—		(410,450)		(410,450)
Stock-based compensation expense	—		36,086		—		—		—		36,086
Balance at March 31, 2021	$	82	$	2,003,473	$	(93,178)	$	2,419,567	$	(3,438,350)	$	891,594
Net income	—		—		—		271,236		—		271,236
Other comprehensive income	—		—		10,200		—		—		10,200
Issuances under stock plans	—		2,063		—		—		2,017		4,080
Common share repurchases	—		—		—		—		(675,662)		(675,662)
Stock-based compensation expense	—		26,190		—		—		—		26,190
Balance at June 30, 2021	$	82	$	2,031,726	$	(82,978)	$	2,690,803	$	(4,111,995)	$	527,638

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020


		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total			Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2018		$	82	$	1,823,710	$	(39,867)	$	1,755,432	$	(2,688,600)	$	850,757
Balance at December 31, 2019														Balance at December 31, 2019	$	82	$	1,899,273	$	(77,938)	$	1,988,722	$	(2,871,546)	$	938,593
Net income	Net income	—		—		—		20,795		—		20,795		Net income	—		—		—		75,097		—		75,097
Other comprehensive loss	Other comprehensive loss	—		—		(21,699)		—		—		(21,699)		Other comprehensive loss	—		—		(91,034)		—		—		(91,034)
Issuances under stock plans	Issuances under stock plans	—		(2,911)		—		—		7,973		5,062		Issuances under stock plans	—		(1,794)		—		—		7,448		5,654
Common share repurchases	Common share repurchases	—		—		—		—		(29,837)		(29,837)		Common share repurchases	—		—		—		—		(63,164)		(63,164)
Stock-based compensation expense	Stock-based compensation expense	—		31,819		—		—		—		31,819		Stock-based compensation expense	—		25,129		—		—		—		25,129
Balance at March 31, 2019		$	82	$	1,852,618	$	(61,566)	$	1,776,227	$	(2,710,464)	$	856,897
Balance at March 31, 2020														Balance at March 31, 2020	$	82	$	1,922,608	$	(168,972)	$	2,063,819	$	(2,927,262)	$	890,275
Net income	Net income	—		—		—		103,406		—		103,406		Net income	—		—		—		55,077		—		55,077
Other comprehensive loss		—		—		(11,913)		—		—		(11,913)
Other comprehensive income														Other comprehensive income	—		—		26,797		—		—		26,797
Issuances under stock plans	Issuances under stock plans	—		3,140		—		—		875		4,015		Issuances under stock plans	—		3,223		—		—		867		4,090
Common share repurchases	Common share repurchases	—		—		—		—		(1,723)		(1,723)		Common share repurchases	—		—		—		—		(698)		(698)
Stock-based compensation expense	Stock-based compensation expense	—		13,120		—		—		—		13,120		Stock-based compensation expense	—		15,678		—		—		—		15,678
Balance at June 30, 2019		$	82	$	1,868,878	$	(73,479)	$	1,879,633	$	(2,711,312)	$	963,802
Net income		—		—		—		41,388		—		41,388
Other comprehensive loss		—		—		(7,785)		—		—		(7,785)
Issuances under stock plans		—		3,538		—		—		633		4,171
Common share repurchases		—		—		—		—		(94,873)		(94,873)
Stock-based compensation expense		—		12,954		—		—		—		12,954
Balance at September 30, 2019		$	82	$	1,885,370	$	(81,264)	$	1,921,021	$	(2,805,552)	$	919,657
Balance at June 30, 2020														Balance at June 30, 2020	$	82	$	1,941,509	$	(142,175)	$	2,118,896	$	(2,927,093)	$	991,219

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


		Nine Months Ended					Six Months Ended
		September 30,					June 30,
		2020		2019			2021		2020
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	147,138	$	165,589	Net income	$	435,336	$	130,174
Adjustments to reconcile net income to cash provided by operating activities:	Adjustments to reconcile net income to cash provided by operating activities:					Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	162,603		158,119		Depreciation and amortization	108,269		108,632
Stock-based compensation expense	Stock-based compensation expense	56,308		57,893		Stock-based compensation expense	62,276		40,807
Deferred taxes	Deferred taxes	(6,548)		(50,790)		Deferred taxes	2,294		(1,813)
Loss from divested operations		0		2,075
Loss on extinguishment of debt		44,814		0
Fair value adjustment - equity security		0		(9,120)

Reduction in the carrying amount of operating lease right-of-use assets	Reduction in the carrying amount of operating lease right-of-use assets	62,876		63,692		Reduction in the carrying amount of operating lease right-of-use assets	37,261		43,256
Amortization and write-off of deferred financing fees	Amortization and write-off of deferred financing fees	7,487		4,865		Amortization and write-off of deferred financing fees	1,914		5,392
Amortization of deferred swap losses from de-designation	Amortization of deferred swap losses from de-designation	10,320		0		Amortization of deferred swap losses from de-designation	0		10,320
Loss on de-designated swaps		476		0
Gain on de-designated swaps						Gain on de-designated swaps	(11,751)		0
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Fees receivable, net	Fees receivable, net	369,119		215,132		Fees receivable, net	132,650		261,124
Deferred commissions	Deferred commissions	56,094		35,329		Deferred commissions	10,494		31,255
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(9,104)		(941)		Prepaid expenses and other current assets	(822)		14,202
Other assets	Other assets	(3,509)		(46,954)		Other assets	(23,769)		(932)
Deferred revenues	Deferred revenues	(210,170)		70,006		Deferred revenues	190,814		(149,615)
Accounts payable and accrued and other liabilities	Accounts payable and accrued and other liabilities	(45,074)		(182,294)		Accounts payable and accrued and other liabilities	(212,321)		(93,885)
Cash provided by operating activities	Cash provided by operating activities	642,830		482,601		Cash provided by operating activities	732,645		398,917
Investing activities:	Investing activities:					Investing activities:
Additions to property, equipment and leasehold improvements	Additions to property, equipment and leasehold improvements	(60,845)		(95,701)		Additions to property, equipment and leasehold improvements	(24,479)		(45,865)
Acquisitions - cash paid (net of cash acquired)	Acquisitions - cash paid (net of cash acquired)	0		(2,295)		Acquisitions - cash paid (net of cash acquired)	(22,774)		0

Cash used in investing activities	Cash used in investing activities	(60,845)		(97,996)		Cash used in investing activities	(47,253)		(45,865)
Financing activities:	Financing activities:					Financing activities:
Proceeds from employee stock purchase plan	Proceeds from employee stock purchase plan	13,813		13,235		Proceeds from employee stock purchase plan	9,414		9,719
Proceeds from borrowings	Proceeds from borrowings	2,000,000		5,000		Proceeds from borrowings	600,000		800,000
Early redemption premium payment		(30,752)		0

Payments of deferred financing fees	Payments of deferred financing fees	(23,627)		0		Payments of deferred financing fees	(6,045)		(10,516)
Proceeds from revolving credit facility	Proceeds from revolving credit facility	327,000		281,000		Proceeds from revolving credit facility	0		327,000
Payments on revolving credit facility	Payments on revolving credit facility	(475,000)		(316,000)		Payments on revolving credit facility	(5,000)		(475,000)
Payments on borrowings	Payments on borrowings	(2,053,342)		(74,612)		Payments on borrowings	(105,256)		(853,094)
Purchases of treasury stock	Purchases of treasury stock	(76,117)		(141,436)		Purchases of treasury stock	(1,083,350)		(73,862)
Cash used in financing activities	Cash used in financing activities	(318,025)		(232,813)		Cash used in financing activities	(590,237)		(275,753)
Net increase in cash and cash equivalents		263,960		151,792
Net increase in cash and cash equivalents and restricted cash						Net increase in cash and cash equivalents and restricted cash	95,155		77,299
Effects of exchange rates on cash and cash equivalents	Effects of exchange rates on cash and cash equivalents	8,919		(3,728)		Effects of exchange rates on cash and cash equivalents	(7,281)		(1,502)
Cash and cash equivalents and restricted cash, beginning of period		280,836		158,663
Cash and cash equivalents, end of period		$	553,715	$	306,727
Cash and cash equivalents, beginning of period						Cash and cash equivalents, beginning of period	712,583		280,836
Cash and cash equivalents and restricted cash, end of period						Cash and cash equivalents and restricted cash, end of period	$	800,457	$	356,633

See the accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice and tools to achieve their mission–critical priorities today and build the successful organizations of tomorrow. We believe our unmatched combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions on the issues that matter most. We are a trusted advisor and an objective resource for more than 14,000 enterprises in more than 100 countries — across all major functions, in every industry and enterprise size.

Segments. Gartner delivers its products and services globally through 3 business segments: Research, Conferences and Consulting. Revenues and other financial information for our segments are discussed in Note 57 — Segment Information.

Basis of presentation. The accompanying interim ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 may not be indicative of the results of operations for the remainder of ~~2020~~2021 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

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

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

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

~~In December 2019, a novel coronavirus disease (“COVID-19”) was reported in Wuhan, China~~Cash and ~~on March 11, 2020,~~cash equivalents and restricted cash. For the ~~World Health Organization characterized COVID-19 as a pandemic. Any future asset impairment charges, increase in allowance for doubtful accounts, or restructuring charges could be more likely if~~six months ended June 30, 2021, the ~~negative effects~~end of ~~the COVID-19 pandemic continue~~period cash and ~~will be dependent on the severity~~cash equivalents and ~~duration~~restricted cash balance of ~~this crisis. To date, the Company has not observed any material impairments of its assets or a significant change~~$800.5 million in the ~~fair value~~accompanying Condensed Consolidated Statements of ~~assets due to~~Cash Flows consisted of $796.3 million of cash and cash equivalents and $4.2 million of restricted cash. The restricted cash was classified in Other Assets in the ~~COVID-19 pandemic.~~accompanying Condensed Consolidated Balance Sheets as of June 30, 2021.

Revenue recognition. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Revenue is only recognized when all of the required criteria for revenue recognition have been met. The accompanying Condensed Consolidated Statements of Operations present revenue net of any sales or value-added taxes that we collect from customers and remit to government authorities. ASC Topic 270 requires certain disclosures in interim financial statements around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Note 24 — Revenue and Related Matters provides additional information regarding the Company’s revenues.

~~Acquisition and divestiture activities.~~ The Company recognized $1.7 million of Acquisition and integration charges during each of the three months ended September 30, 2020 and 2019. The Company recognized $5.4 million and $4.2 million of Acquisition and integration charges during the nine months ended September 30, 2020 and 2019, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from our acquisitions and include, among other items, professional fees, severance and stock-based compensation charges. Although the Company did not complete any business acquisitions during the nine months ended September 30, 2020 or 2019, it paid $2.3 million of restricted cash in 2019 for deferred consideration from a 2017 acquisition.

~~During the nine months ended September 30, 2019,~~Gain on event cancellation insurance claims. In May 2021, the Company received $150.0 million of proceeds related to 2020 event cancellation insurance claims, and recorded a ~~pretax Loss from divested operations~~pre-tax gain of ~~$2.1 million, primarily due~~$135.5 million. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to ~~adjustments of certain working capital balances related to divestitures that were completed in 2018.~~be realizable.

Adoption of new accounting standards. The Company adopted the accounting ~~standards~~standard described below during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

~~Implementation Costs in a Cloud Computing Arrangement~~Simplifying the Accounting for Income Taxes — In ~~August 2018,~~December 2019, the FASB issued ASU No. ~~2018-15,~~2019-12, ~~Customer’s~~Income Taxes—Simplifying the Accounting for ~~Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~Income Taxes (“ASU No. ~~2018-15”~~2019-12”). ASU No. ~~2018-15 aligns~~2019-12 provides new guidance to simplify the ~~requirements~~accounting for ~~capitalizing implementation costs incurred~~income taxes in ~~a cloud computing arrangement that is a service contract with~~certain areas, changes the ~~requirements~~accounting for capitalizing implementation costs incurred to develop or obtain internal-use software. Costs that are capitalized under ASU No. 2018-15 will be expensed over the term of the cloud computing arrangement.select income tax transactions and makes minor ASC improvements. Gartner adopted ASU No. ~~2018-15~~2019-12 on January 1, ~~2020 on a prospective basis.~~2021. The adoption of ASU No. ~~2018-15~~2019-12 did not have a material impact on the Company’s ~~condensed consolidated financial statements.~~

~~Fair Value Measurement Disclosures~~ ~~— In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~ (“ASU No. 2018-13”). ASU No. 2018-13, which is part of the FASB’s broader disclosure framework project, modified and supplemented the previous U.S. GAAP disclosure requirements pertaining to fair value measurements, with an emphasis on Level 3 disclosures of the valuation hierarchy. Gartner adopted ASU No. 2018-13 on January 1, 2020. The adoption of ASU No. 2018-13 did not have a material impact on the Company’s condensed consolidated financial statements.

~~Goodwill Impairment~~ ~~— In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles—Goodwill and Other - Simplifying the Test for Goodwill Impairment~~ (“ASU No. 2017-04”). ASU No. 2017-04 simplified the determination of the amount of goodwill to be potentially charged off by eliminating Step 2 of the goodwill impairment test under previous U.S. GAAP. Gartner adopted ASU No. 2017-04 on January 1, 2020. The adoption of ASU No. 2017-04 did not have a material impact on the Company’s condensed consolidated financial statements.

Condensed Consolidated Financial ~~Instrument Credit Losses~~ ~~— In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments—Credit Losses~~ (“ASU No. 2016-13”). ASU No. 2016-13 amended the previous financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. Gartner adopted ASU No. 2016-13 on January 1, 2020 with no cumulative effect adjustment to the Company’s opening retained earnings. The Company applied the expected credit loss model to its fees receivable balance on January 1, 2020 using a historical loss rate method. The Company’s trade receivables are collected fairly quickly and its credit losses have historically been low. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.Statements.

Accounting standards issued but not yet adopted. The FASB has issued accounting standards that have not yet become effective and may impact the Company’s consolidated financial statements or related disclosures in future periods. Those standards and their potential impact are discussed below.

Accounting standard effective immediately upon voluntary election by Gartner

Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. The Company is currently evaluating the potential impact of ASU No. 2020-04 on its consolidated financial statements, including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from reference rate reform.

~~Accounting standard effective in the fourth quarter of 2020~~

Note 2 — Acquisition

~~Defined Benefit Plan Disclosures~~On June 17, 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $30.0 million. —Pulse is a technology-enabled community platform.

For cash flow reporting purposes, the Company paid $22.8 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments at closing. In ~~August 2018, the FASB issued ASU No. 2018-14,~~ ~~Disclosure Framework—Changes~~addition to the ~~Disclosure Requirements~~purchase price, the Company may also be required to pay up to $4.5 million in cash in the future based on the continuing employment of certain key employees. Such amount will be recognized as compensation expense over three years and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

The Company recorded $30.6 million of goodwill and finite-lived intangible assets for ~~Defined Benefit Plans~~ ~~(“ASU No. 2018-14”). ASU No. 2018-14,~~Pulse and $0.6 million of other liabilities on a net basis. The Company believes that the recorded goodwill is supported by the anticipated synergies resulting from the acquisition. None of the recorded goodwill will be deductible for tax purposes. The fair value measurements of the intangible assets were based primarily on an incremental profits valuation methodology, which includes significant unobservable inputs and thus represent a Level 3 measurement as defined in FASB ASC Topic 820. The allocation of the purchase price is preliminary with respect to certain tax matters and the finalization of working capital adjustments and the valuation of finite-lived intangible assets.

The operating results of the acquired Pulse business and the related goodwill are being reported as part of the FASB’s broader disclosure framework project, modifies and supplements the current U.S. GAAP annual disclosure requirements for employers that sponsor defined benefit pension plans. ASU No. 2018-14 is effective for GartnerCompany’s Research segment. The operating results of Pulse have been included in the ~~fourth quarter~~Company’s consolidated financial statements since the date of ~~2020. ASU No. 2018-14 must be adopted on a retroactive basis~~acquisition; however, such operating results were not material to the Company’s consolidated operating results and ~~applied to each comparative period presented~~segment results. Had the Company acquired Pulse in ~~an entity’s financial statements. The adoption of ASU No. 2018-14 is currently not expected to have a material~~prior periods, the impact on the Company’s operating results would not have been material and, as a result, pro forma financial ~~statement disclosures.~~

~~Accounting standard effective in 2021~~

~~Simplifying the Accounting~~information for ~~Income Taxes~~ ~~— In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Income Taxes—Simplifying the Accounting for Income Taxes~~ (“ASU No. 2019-12”). ASU No. 2019-12 provides new guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions and makes minor ASC improvements. ASU No. 2019-12 is effective for Gartner on January 1, 2021, including interimprior periods in the year of adoption. Early adoption is permitted. The method of adoption varies depending on the component of the new rule that is being adopted. The Company is currently evaluating the potential impact of ASU No. 2019-12 on our consolidated financial statements.has not been presented herein.

Note 3 — Goodwill and Intangible Assets

Goodwill

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

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

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2020 that indicated 0 impairment. Subsequent to completing the 2020 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the six months ended June 30, 2021 (in thousands).


	Research		Conferences		Consulting		Total
Balance at December 31, 2020 (1)	$	2,664,732	$	184,091	$	96,724	$	2,945,547
Additions due to an acquisition (2)	11,172		0		0		11,172
Foreign currency translation impact	(1,398)		(20)		165		(1,253)
Balance at June 30, 2021 (1)	$	2,674,506	$	184,071	$	96,889	$	2,955,466

(1)The Company does 0t have any accumulated goodwill impairment losses.

(2)The additions were due to the acquisition of Pulse on June 17, 2021. See Note 2 — Acquisition for additional information.

Finite-Lived Intangible Assets

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


June 30, 2021	Customer Relationships		Software		Content		Other		Total
Gross cost at December 31, 2020	$	1,154,210	$	110,597	$	3,965	$	10,614	$	1,279,386
Additions due to an acquisition (1)	7,980		11,200		0		280		19,460
Intangible assets fully amortized	(17,788)		(60,631)		(3,965)		0		(82,384)
Foreign currency translation impact	7,895		226		0		0		8,121
Gross cost	1,152,297		61,392		0		10,894		1,224,583
Accumulated amortization (2)	(414,460)		(30,394)		0		(4,250)		(449,104)
Balance at June 30, 2021	$	737,837	$	30,998	$	0	$	6,644	$	775,479


December 31, 2020	Customer Relationships		Software		Content		Other		Total
Gross cost	$	1,154,210	$	110,597	$	3,965	$	10,614	$	1,279,386
Accumulated amortization (2)	(381,776)		(83,320)		(3,595)		(3,697)		(472,388)
Balance at December 31, 2020	$	772,434	$	27,277	$	370	$	6,917	$	806,998

(1) The additions were due to the acquisition of Pulse on June 17, 2021. See Note 2 — Acquisition for additional information.

(2) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Software—3 to 7 years; Content—2 to 3 years; and Other—2 to 11 years.

Amortization expense related to finite-lived intangible assets was $26.2 million and $31.2 million during the three months ended June 30, 2021 and 2020, respectively, and $56.7 million and $63.4 million during the six months ended June 30, 2021 and 2020. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).


2021 (remaining six months)	$	52,600
2022	101,768
2023	101,752
2024	94,540
2025	84,001
Thereafter	340,818
	$	775,479

Note 4 — Revenue and Related Matters

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

By Primary Geographic Market (1)

Three Months Ended ~~September~~June 30, ~~2020~~

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 574,203 $ 10,669 $ 55,389 $ 640,261
Europe, Middle East and Africa 210,152 2,064 23,495 235,711
Other International 108,364 5 10,277 118,646
Total revenues $ 892,719 $ 12,738 $ 89,161 $ 994,618
2021


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	646,432	$	40,328	$	59,605	$	746,365
Europe, Middle East and Africa	236,756		14,468		35,459		286,683
Other International	120,050		3,383		10,838		134,271
Total revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319

Three Months Ended ~~September~~June 30, ~~2019~~

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 538,112 $ 28,153 $ 58,615 $ 624,880
Europe, Middle East and Africa 196,121 24,497 26,468 247,086
Other International 106,765 13,636 8,135 128,536
Total revenues $ 840,998 $ 66,286 $ 93,218 $ 1,000,502
2020


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	573,245	$	317	$	58,017	$	631,579
Europe, Middle East and Africa	196,854		0		30,114		226,968
Other International	105,230		0		9,358		114,588
Total revenues	$	875,329	$	317	$	97,489	$	973,135

Six Months Ended June 30, 2021


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	1,277,765	$	59,927	$	117,091	$	1,454,783
Europe, Middle East and Africa	466,957		17,181		65,821		$	549,959
Other International	238,248		5,873		22,494		$	266,615
Total revenues	$	1,982,970	$	82,981	$	205,406	$	2,271,357

Six Months Ended June 30, 2020


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	1,163,400	$	6,297	$	112,181	$	1,281,878
Europe, Middle East and Africa	402,794		2,147		60,196		465,137
Other International	218,426		5,743		20,842		245,011
Total revenues	$	1,784,620	$	14,187	$	193,219	$	1,992,026

~~Nine Months Ended September 30, 2020~~

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 1,737,603 $ 16,966 $ 167,570 $ 1,922,139
Europe, Middle East and Africa 612,946 4,211 83,691 700,848
Other International 326,790 5,748 31,119 363,657
Total revenues $ 2,677,339 $ 26,925 $ 282,380 $ 2,986,644

~~Nine Months Ended September 30, 2019~~

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 1,593,806 $ 157,756 $ 175,208 $ 1,926,770
Europe, Middle East and Africa 583,742 67,520 90,350 741,612
Other International 314,879 34,116 24,451 373,446
Total revenues $ 2,492,427 $ 259,392 $ 290,009 $ 3,041,828

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

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate ~~our~~the Company’s revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments.

By Timing of Revenue Recognition

Three Months Ended ~~September~~June 30, ~~2020~~

Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 823,658 $ 0 $ 73,989 $ 897,647
Transferred at a point in time (2) 69,061 12,738 15,172 96,971
Total revenues $ 892,719 $ 12,738 $ 89,161 $ 994,618
2021


Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	916,754	$	0	$	85,989	$	1,002,743
Transferred at a point in time (2)	86,484		58,179		19,913		164,576
Total revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319

Three Months Ended ~~September~~June 30, ~~2019~~

Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 769,718 $ 0 $ 77,570 $ 847,288
Transferred at a point in time (2) 71,280 66,286 15,648 153,214
Total revenues $ 840,998 $ 66,286 $ 93,218 $ 1,000,502
2020


Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	810,564	$	0	$	68,630	$	879,194
Transferred at a point in time (2)	64,765		317		28,859		93,941
Total revenues	$	875,329	$	317	$	97,489	$	973,135

~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021


Timing of Revenue Recognition	Timing of Revenue Recognition	Research		Conferences		Consulting		Total		Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	Transferred over time (1)	$	2,463,434	$	0	$	224,027	$	2,687,461	Transferred over time (1)	$	1,810,841	$	0	$	170,331	$	1,981,172
Transferred at a point in time (2)	Transferred at a point in time (2)	213,905		26,925		58,353		299,183		Transferred at a point in time (2)	172,129		82,981		35,075		290,185
Total revenues	Total revenues	$	2,677,339	$	26,925	$	282,380	$	2,986,644	Total revenues	$	1,982,970	$	82,981	$	205,406	$	2,271,357

~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020


Timing of Revenue Recognition	Timing of Revenue Recognition	Research		Conferences		Consulting		Total		Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	Transferred over time (1)	$	2,276,783	$	0	$	235,641	$	2,512,424	Transferred over time (1)	$	1,639,776	$	0	$	150,038	$	1,789,814
Transferred at a point in time (2)	Transferred at a point in time (2)	215,644		259,392		54,368		529,404		Transferred at a point in time (2)	144,844		14,187		43,181		202,212
Total revenues	Total revenues	$	2,492,427	$	259,392	$	290,009	$	3,041,828	Total revenues	$	1,784,620	$	14,187	$	193,219	$	1,992,026

(1)Research revenues were recognized in connection with performance obligations that were satisfied over time using a time-elapsed output method to measure progress. Consulting revenues were recognized over time using labor hours as an input measurement basis.

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

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of ~~September~~June 30, ~~2020~~2021 was approximately ~~$2.9~~$3.7 billion. The Company expects to recognize ~~$554.0~~$1,229.3 million, ~~$1,622.4~~$1,754.2 million and ~~$695.9~~$676.9 million of this revenue (most of which pertains to Research) during the remainder of ~~2020,~~2021, the year ending December 31, ~~2021~~2022 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. ~~Our~~The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements.

The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

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

September 30, December 31,
2020 2019
Assets:
Fees receivable, gross (1) $ 958,864 $ 1,334,012
Contract assets recorded in Prepaid expenses and other current assets (2) $ 23,990 $ 21,350
Contract liabilities:
Deferred revenues (current liability) (3) $ 1,710,791 $ 1,928,020
Non-current deferred revenues recorded in Other liabilities (3) 26,051 24,409
Total contract liabilities $ 1,736,842 $ 1,952,429


	June 30,		December 31,
	2021		2020
Assets:
Fees receivable, gross (1)	$	1,110,562	$	1,251,508
Contract assets recorded in Prepaid expenses and other current assets (2)	$	22,637	$	14,440
Contract liabilities:
Deferred revenues (current liability) (3)	$	2,152,043	$	1,974,548
Non-current deferred revenues recorded in Other liabilities (3)	31,826		26,754
Total contract liabilities	$	2,183,869	$	2,001,302

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

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

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

The Company recognized revenue of ~~$681.6~~$817.3 million and ~~$675.2~~$692.6 million during the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$1,354.2~~$1,261.9 million and ~~$1,312.3~~$1,087.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts

primarily consisted of (i) Research revenues that were recognized ratably as control of the goods or services passed to the customer and (ii) Conferences revenue pertaining to conferences and meetings that occurred during the reporting periods. During each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company did not record any material impairments related to its contract assets. The Company does not typically recognize revenue from performance obligations satisfied in prior periods.

Note 35 — Computation of Earnings Per Share

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

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

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Numerator:
Net income used for calculating basic and diluted income per common share $ 16,964 $ 41,388 $ 147,138 $ 165,589
Denominator:
Weighted average common shares used in the calculation of basic income per share 89,378 89,846 89,307 89,947
Common stock equivalents associated with stock-based compensation plans (1) 577 1,041 695 1,142
Shares used in the calculation of diluted income per share 89,955 90,887 90,002 91,089
Basic income per share $ 0.19 $ 0.46 $ 1.65 $ 1.84
Diluted income per share $ 0.19 $ 0.46 $ 1.63 $ 1.82


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Numerator:
Net income used for calculating basic and diluted income per share	$	271,236	$	55,077	$	435,336	$	130,174
Denominator:
Weighted average common shares used in the calculation of basic income per share	85,712		89,323		87,032		89,271
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	877		457		889		696
Shares used in the calculation of diluted income per share	86,589		89,780		87,921		89,967
Basic income per share	$	3.16	$	0.62	$	5.00	$	1.46
Diluted income per share	$	3.13	$	0.61	$	4.95	$	1.45

(1)Certain potential shares of common stock ~~equivalents~~ were not included in the computation of diluted income per share because the effect would have been anti-dilutive. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, approximately ~~0.5~~0.1 million ~~and 0.8 million, respectively,~~shares of common stock equivalents were excluded for both periods from the calculation of diluted income per share because they were anti-dilutive. ~~These common share equivalents totaled approximately 0.3 million and 0.2 million for~~For the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, respectively.~~2020, approximately 1.3 million and 0.8 million shares of common stock equivalents, respectively, were excluded because of their anti-dilutive effect.

Note 46 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of ~~September~~June 30, ~~2020,~~2021, the Company had ~~4.3~~4.2 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its ~~2014~~current Long-Term Incentive ~~Plan.~~Plan as amended and restated in January 2019 (the “Plan”).

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Award type	Award type	2020		2019		2020		2019		Award type	2021		2020		2021		2020
Stock appreciation rights	Stock appreciation rights	$	2.1	$	1.0	$	5.7	$	5.8	Stock appreciation rights	$	2.0	$	1.9	$	4.0	$	3.6
Restricted stock units(2)	Restricted stock units(2)	13.2		11.8		50.0		51.5		Restricted stock units(2)	24.0		13.6		57.9		36.8
Common stock equivalents	Common stock equivalents	0.2		0.2		0.6		0.6		Common stock equivalents	0.2		0.2		0.4		0.4
Total (1)	Total (1)	$	15.5	$	13.0	$	56.3	$	57.9	Total (1)	$	26.2	$	15.7	$	62.3	$	40.8


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Expense category line item	Expense category line item	2020		2019		2020		2019		Expense category line item	2021		2020		2021		2020
Cost of services and product development	Cost of services and product development	$	6.1	$	6.2	$	25.3	$	23.7	Cost of services and product development	$	8.0	$	7.1	$	21.7	$	19.2
Selling, general and administrative	Selling, general and administrative	9.4		6.7		31.0		33.8		Selling, general and administrative	18.2		8.6		40.6		21.6
Acquisition and integration charges (2)		0		0.1		0		0.4
Total (1)		$	15.5	$	13.0	$	56.3	$	57.9
Total (1) (2)										Total (1) (2)	$	26.2	$	15.7	$	62.3	$	40.8

(1) Includes charges of ~~$3.4~~$11.3 million and ~~$0.4~~$5.2 million during the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$20.2~~$32.8 million and ~~$21.8~~$16.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.

(2) ~~Includes charges~~On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units (the “PSUs”) awarded to ~~acquisitions and related integration efforts.~~the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target. However,

on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95% of target. In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a result of the modification, the Company recognized $6.5 million of incremental compensation cost during the six months ended June 30, 2021.

Note 57 — Segment Information

The Company’s products and services are delivered through 3 segments – Research, Conferences and Consulting, as described below.

•Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas of an enterprise through reports, briefings, proprietary tools, access to our research experts, peer networking services and membership programs that enable our clients to drive organizational performance.

•Conferences provides business professionals across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and advice.

•Consulting combines the power of Gartner market-leading research with custom analysis and on-the-ground support to help chief information officers and other senior executives driving technology-related strategic initiatives move confidently from insight to action.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are 0 intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

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


Three Months Ended September 30, 2020		Research		Conferences		Consulting		Consolidated
Three Months Ended June 30, 2021										Three Months Ended June 30, 2021	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	892,719	$	12,738	$	89,161	$	994,618	Revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319
Gross contribution	Gross contribution	642,328		2,044		28,161		672,533		Gross contribution	742,131		42,602		42,770		827,503
Corporate and other expenses	Corporate and other expenses							(584,883)		Corporate and other expenses							(552,789)
Operating income	Operating income							$	87,650	Operating income							$	274,714


Three Months Ended September 30, 2019		Research		Conferences		Consulting		Consolidated
Three Months Ended June 30, 2020										Three Months Ended June 30, 2020	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	840,998	$	66,286	$	93,218	$	1,000,502	Revenues	$	875,329	$	317	$	97,489	$	973,135
Gross contribution	Gross contribution	582,502		27,465		26,538		636,505		Gross contribution	632,624		(11,230)		33,542		654,936
Corporate and other expenses	Corporate and other expenses							(567,358)		Corporate and other expenses							(555,285)
Operating income	Operating income							$	69,147	Operating income							$	99,651


Six Months Ended June 30, 2021	Research		Conferences		Consulting		Consolidated
Revenues	$	1,982,970	$	82,981	$	205,406	$	2,271,357
Gross contribution	1,466,503		56,498		81,868		1,604,869
Corporate and other expenses							(1,104,743)
Operating income							$	500,126

Nine Months Ended September 30, 2020 Research Conferences Consulting Consolidated
Revenues $ 2,677,339 $ 26,925 $ 282,380 $ 2,986,644
Gross contribution 1,928,422 (15,246) 91,086 2,004,262
Corporate and other expenses (1,692,242)
Operating income $ 312,020


Nine Months Ended September 30, 2019		Research		Conferences		Consulting		Consolidated
Six Months Ended June 30, 2020										Six Months Ended June 30, 2020	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	2,492,427	$	259,392	$	290,009	$	3,041,828	Revenues	$	1,784,620	$	14,187	$	193,219	$	1,992,026
Gross contribution	Gross contribution	1,729,967		126,910		89,493		1,946,370		Gross contribution	1,286,094		(17,290)		62,925		1,331,729
Corporate and other expenses	Corporate and other expenses							(1,712,422)		Corporate and other expenses							(1,107,359)
Operating income	Operating income							$	233,948	Operating income							$	224,370

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

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Total segment gross contribution $ 672,533 $ 636,505 $ 2,004,262 $ 1,946,370
Costs and expenses:
Cost of services and product development - unallocated (1) 7,682 1,059 11,214 4,242
Selling, general and administrative 521,508 512,159 1,512,987 1,545,905
Depreciation and amortization 53,971 52,398 162,603 158,119
Acquisition and integration charges 1,722 1,742 5,438 4,156
Operating income 87,650 69,147 312,020 233,948
Interest expense and other, net (28,669) (16,049) (97,228) (66,716)
  Loss from divested operations 0 0 0 (2,075)
  Loss on extinguishment of debt (44,814) 0 (44,814) 0
  Less: (Benefit) provision for income taxes (2,797) 11,710 22,840 (432)
Net income $ 16,964 $ 41,388 $ 147,138 $ 165,589


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Total segment gross contribution	$	827,503	$	654,936	$	1,604,869	$	1,331,729
Costs and expenses:
Cost of services and product development - unallocated (1)	10,986		4,352		18,781		3,532
Selling, general and administrative	488,496		494,840		975,751		991,479
Depreciation and amortization	52,005		53,936		108,269		108,632
Acquisition and integration charges	1,302		2,157		1,942		3,716
Operating income	274,714		99,651		500,126		224,370
Interest expense and other, net	(31,072)		(40,695)		(41,731)		(68,559)
Gain on event cancellation insurance claims	135,545		0		135,545		0

Less: Provision for income taxes	107,951		3,879		158,604		25,637
Net income	$	271,236	$	55,077	$	435,336	$	130,174

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

Note 68 — ~~Goodwill and Intangible Assets~~Debt

~~Goodwill~~

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

When performing our annual assessment of the recoverability of goodwill, we initially perform a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount. If we do not believe that it is more likely than not that the fair value of any of our reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of our qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then we perform a quantitative impairment test. Evaluating the recoverability of

~~goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of our estimates are subject to uncertainty.~~

Our most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2020 that indicated 0 impairment. Subsequent to completing our 2020 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

~~The~~ table below ~~presents changes to the carrying amount of goodwill by segment during the nine months ended September 30, 2020~~ (in thousands).

Research Conferences Consulting Total
Balance at December 31, 2019 (1) $ 2,651,060 $ 189,641 $ 97,025 $ 2,937,726
Foreign currency translation impact 1,187 29 (234) 982
Balance at September 30, 2020 $ 2,652,247 $ 189,670 $ 96,791 $ 2,938,708


	June 30,		December 31,
Description	2021		2020
2020 Credit Agreement - Term loan facility (1)	$	290,000	$	395,000
2020 Credit Agreement - Revolving credit facility (1), (2)	0		5,000
Senior Notes due 2028 (“2028 Notes”) (3)	800,000		800,000
Senior Notes due 2029 (“2029 Notes”) (4)	600,000		0
Senior Notes due 2030 (“2030 Notes”) (5)	800,000		800,000
Other (6)	5,790		6,046
Principal amount outstanding (7)	2,495,790		2,006,046
Less: deferred financing fees (8)	(32,614)		(27,245)
Net balance sheet carrying amount	$	2,463,176	$	1,978,801

(1)The contractual annualized interest rate as of June 30, 2021 on the 2020 Credit Agreement Term loan facility and the revolving credit facility was 1.50%, which consisted of a floating Eurodollar base rate of 0.125% plus a margin of 1.375%. However, the Company ~~does 0t have any accumulated goodwill impairment losses.~~has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

(2)

~~Finite-Lived Intangible Assets~~

The ~~tables below present reconciliations~~Company had approximately $1.0 billion of available borrowing capacity on the ~~carrying amounts of~~2020 Credit Agreement revolver (not including the ~~Company’s finite-lived intangible assets~~expansion feature) as of ~~the dates indicated (in thousands).~~June 30, 2021.

(3)

September 30, 2020 Customer
Relationships Software Content Other Total
Gross cost at December 31, 2019 $ 1,145,109 $ 111,033 $ 14,140 $ 30,838 $ 1,301,120
Intangible assets fully amortized (1,650) (787) (9,929) (772) (13,138)
Foreign currency translation impact (11,339) (375) (246) (72) (12,032)
Gross cost 1,132,120 109,871 3,965 29,994 1,275,950
Accumulated amortization (1) (351,738) (77,239) (3,177) (22,802) (454,956)
Balance at September 30, 2020 $ 780,382 $ 32,632 $ 788 $ 7,192 $ 820,994

Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of

December 31, 2019 Customer
Relationships Software Content Other Total
Gross cost $ 1,145,109 $ 111,033 $ 14,140 $ 30,838 $ 1,301,120
Accumulated amortization (1) (283,369) (61,564) (11,225) (19,875) (376,033)
Balance at December 31, 2019 $ 861,740 $ 49,469 $ 2,915 $ 10,963 $ 925,087

~~(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—3 to 13 years; Software—2 to 7 years; Content—2 to 3 years;~~4.50% and ~~Other—2 to 11 years.~~

mature on July 1, 2028.

Amortization expense related to finite-lived intangible assets was $31.2 million and $31.7 million during the three months ended September 30, 2020 and 2019, respectively, and $94.6 million and $97.5 million during the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

1716

2020 (remaining three months) $ 30,226
2021 104,109
2022 94,288
2023 94,272
2024 88,975
Thereafter 409,124
$ 820,994
(4)Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of 3.625% and mature on June 15, 2029.

(5)Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of 3.75% and mature on October 1, 2030.

(6)Consists of 2 State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year maturity and the outstanding balance of $0.8 million as of June 30, 2021 bears interest at a fixed rate of 3.00%. The second loan, originated in 2019, has a 10-year maturity and bears interest at a fixed rate of 1.75%. Both of these loans may be repaid at any time by the Company without penalty.

(7)The weighted average annual effective rate on the Company’s outstanding debt for the three and six months ended June 30, 2021, including the effects of its interest rate swaps discussed below, was 4.96% and 4.99%, respectively.

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

~~Note 7 — Debt~~

~~2030~~2029 Notes

On ~~September 28, 2020,~~June 18, 2021, the Company issued ~~$800~~$600.0 million aggregate principal amount of ~~3.75%~~3.625% Senior Notes due ~~2030 (the “2030 Notes”).~~2029. The ~~2030~~2029 Notes were issued pursuant to an indenture, dated as of ~~September 28, 2020~~June 18, 2021 (the ~~“2030~~“2029 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as ~~trustee. The 2030 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act of 1933, as amended~~trustee (the ~~“Securities Act”~~“Trustee”)~~) pursuant to Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.~~.

The ~~2030~~2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of ~~3.75%~~3.625% per annum. Interest on the ~~2030~~2029 Notes is payable on ~~April 1~~June 15 and ~~October 1~~December 15 of each year, beginning on ~~April 1,~~December 15, 2021. The ~~2030~~2029 Notes will mature on ~~October 1, 2030.~~June 15, 2029. The Company used a portion of the net proceeds of the ~~2030~~2029 Notes ~~together with cash on hand, were used~~(i) to ~~redeem~~repay $100.0 million of the outstanding borrowings under the Company’s existing ~~5.125% senior notes due 2025~~term loan facility and (ii) to pay related fees and expenses. The Company intends to use the remaining net proceeds of the 2029 Notes for general corporate purposes.

The Company may redeem some or all of the ~~2030~~2029 Notes at any time on or after ~~October 1, 2025~~June 15, 2024 for cash at the redemption prices set forth in the ~~2030 Note~~2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to ~~October 1, 2025,~~June 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the ~~2030~~2029 Notes with the proceeds of certain equity offerings at a redemption price of ~~103.75%~~103.625% plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Company may redeem some or all of the ~~2030~~2029 Notes prior to ~~October 1, 2025,~~June 15, 2024, at a redemption price of ~~100.0%~~100% of the principal amount of the ~~2030~~2029 Notes plus accrued and unpaid interest to, but excluding, the redemption date, plus a “make-whole” premium. If the Company experiences specific kinds of change of control and a ratings decline, it will be required to offer to repurchase the ~~2030~~2029 Notes at a price equal to ~~101.0%~~101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.

The ~~2030~~2029 Notes are the Company’s general unsecured senior obligations, and are effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries, equal in right of payment to all of the Company’s and Company’s guarantor subsidiaries’ existing and future senior indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The ~~2030~~2029 Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness.

The ~~2030 Note~~2029 Notes Indenture contains covenants that limit, among other things, the Company’s ability and the ability of some of the Company’s subsidiaries to:

•create liens; and

•merge or consolidate with other entities.

These covenants ~~are~~will be subject to a number of exceptions and qualifications.

The ~~2030 Note~~2029 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding ~~2030~~2029 Notes issued under the ~~2030 Note~~ Indenture to be due and payable.

2030 Notes

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

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

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

2028 Notes

On June 22, 2020, the Company issued ~~$800~~$800.0 million aggregate principal amount of 4.50% Senior Notes due ~~2028 (the “2028 Notes”).~~2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. ~~The 2028 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to Rule~~

~~144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.~~

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

The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with ~~the proceeds of~~ certain equity offerings, ~~at a redemption price of 104.5% plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Company may redeem~~or some or all of the 2028 Notes ~~prior to July 1, 2023, at a redemption price of 100.0% of the principal amount of the 2028 Notes plus accrued and unpaid interest to, but excluding, the redemption date, plus~~with a “make-whole” premium. If the Company experiences specific kinds of change of control and a ratings decline, it will be required to offer to repurchase the 2028 Notes at a price equal to 101.0% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.

~~The 2028 Notes are the Company’s general unsecured senior obligations, and are effectively subordinated to all of the Company’s existing and future secured indebtedness~~premium, in each case subject to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries, equalterms set forth in right of payment to all of the Company’s and Company’s guarantor subsidiaries’ existing and future senior indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness, if any. The 2028 Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness.

~~The 2028 Note Indenture contains covenants that limit, among other things, the Company’s ability and the ability of some of the Company’s subsidiaries to:~~

•~~create liens; and~~

•~~merge or consolidate with other entities.~~

These covenants are subject to a number of exceptions and qualifications. The 2028 Note Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding 2028 Notes issued under the 2028 Note ~~Indenture to be due and payable.~~Indenture.

2020 Credit Agreement

On September 28, 2020, the Company entered into an agreement among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent,” and such agreement, the “2020 Credit Agreement”), which amended and restated the Company’s existing credit facility, dated as of June 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “2016 Credit Agreement”).

The 2020 Credit Agreement provides for a ~~$400~~$400.0 million senior secured five-year term loan facility and a $1.0 billion senior secured five-year revolving facility. The term and revolving facilities may be increased, at the Company’s option and under certain conditions, by up to an additional $1.0 billion in the aggregate plus additional amounts subject to the satisfaction of certain conditions, including a maximum secured leverage ratio. The term loan will be repaid in consecutive quarterly installments commencing December 31, 2020, plus a final payment due on September 28, 2025, and may be prepaid at any time without penalty or premium (other than applicable breakage costs) at the option of the Company. The revolving credit facility may be used for loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until September 28, 2025, at which time all amounts borrowed must be repaid.

On September 28, 2020, the Company drew down ~~$400~~$400.0 million in term loans. The initial drawdown was used to refinance the outstanding amounts under the 2016 Credit Agreement. Additional amounts drawn down under the 2020 Credit Agreement will be used for general corporate purposes, including the funding of acquisitions, payment of capital expenditures and the repurchase of shares. The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay $100.0 million of the outstanding borrowings under the term loan facility in June 2021.

The Company’s obligations under the 2020 Credit Agreement are guaranteed, on a secured basis, by certain existing and future direct and indirect U.S. subsidiaries (the “Subsidiary Guarantors”), pursuant to the Amended and Restated Guarantee and Collateral Agreement, dated September 28, 2020 (the “2020 Guarantee and Collateral Agreement”), which was entered into by the Company and the Subsidiary Guarantors in favor of the Administrative Agent and amended and restated the Guarantee and Collateral Agreement, dated as of June 17, 2016 (as amended, supplemented or otherwise modified from time to time) in its entirety. Pursuant to the 2020 Guarantee and Collateral Agreement, thesubsidiaries. The Company’s obligations under the 2020 Credit

Agreement and the guarantees of the ~~Subsidiary Guarantors~~subsidiary guarantors are secured by first priority security interests in substantially all of the assets of the Company and the Subsidiary Guarantors, including pledges of all stock and other equity interests in direct subsidiaries owned by the Company and the Subsidiary Guarantors (but only up to 66% of the voting stock of each direct foreign subsidiary ~~or foreign subsidiary holding company owned by the Company or any Subsidiary Guarantor).~~guarantors. The security and pledges are subject to certain exceptions.

Loans under the 2020 Credit Agreement bear interest at a rate equal to, at the Company’s option, either (i) the greatest of: (x) the Wall Street Journal prime rate; (y) the average rate on Federal Reserve Board of New York rate plus 1/2 of 1%; and (z) and the adjusted LIBO rate (adjusted for statutory reserves) for a one-month interest period plus 1%, in each case plus a margin equal to between 0.125% and 1.25% depending on the Company’s consolidated leverage ratio as of the end of the four consecutive fiscal quarters most recently ended, or (ii) the adjusted LIBO rate (adjusted for statutory reserves) plus a margin equal to between 1.125% and 2.25%, depending on the Company’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended. The commitment fee payable on the unused portion of the revolving credit facility is equal to

between 0.175% and 0.40% based on utilization of the revolving credit facility. The Company has also agreed to pay customary letter of credit fees.

The 2020 Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, material inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, ERISA defaults, material judgments, and events constituting a change of control. The occurrence of an event of default will increase the applicable rate of interest by 2.0%, allow the lenders to terminate their obligations to lend under the 2020 Credit Agreement and could result in the acceleration of the Company’s obligations under the credit facilities and an obligation of any or all of the guarantors to pay the full amount of the Company’s obligations under the credit facilities.

~~2016 Credit Agreement~~

Prior to September 28, 2020, the Company had a credit facility that provided for a $1.5 billion Term loan A facility (the “Term Loan A facility”) and a $1.2 billion revolving credit facility. On June 30, 2020, the Company used proceeds from the 2028 Notes offering to prepay $787.9 million outstanding under the Term Loan A facility. The remaining amounts outstanding under the 2016 Credit Agreement were repaid when the Company entered into the 2020 Credit Agreement on September 28, 2020.

~~2025 Notes~~

Prior to September 28, 2020, the Company had $800.0 million aggregate principal amount of 5.125% Senior Notes due 2025 (the “2025 Notes”). The 2025 Notes were issued at an issue price of 100.0% and bore interest at a fixed rate of 5.125% per annum.

In conjunction with the issuance of the 2030 Notes, the Company redeemed all of the 2025 Notes on September 28, 2020 for cash, and the Company recorded $30.8 million of charges for the early redemption premium and and $14.0 million of charges for the write-off of deferred financing costs related to the 2025 Notes and the 2016 Credit Agreement, which are recorded in Loss on extinguishment of debt on the Condensed Consolidated Statements of Operations.

~~Outstanding Borrowings~~

~~The table below summarizes the Company’s total outstanding borrowings as of the dates indicated (in thousands).~~

September 30, December 31,
Description: 2020 2019
2020 Credit Agreement - Term loan facility (1) $ 400,000 $ 0
2020 Credit Agreement - Revolving credit facility (2) 0 0
2016 Credit Agreement - Term Loan A facility 0 1,252,969
2016 Credit Agreement - Revolving credit facility 0 148,000
2025 Notes 0 800,000
2028 Notes (3) 800,000 0
2030 Notes (4) 800,000 0
Other (5) 6,172 6,545
Principal amount outstanding (6) 2,006,172 2,207,514
Less: deferred financing fees (7) (28,188) (23,908)
Net balance sheet carrying amount $ 1,977,984 $ 2,183,606

~~(1)~~The contractual annualized interest rate as of September 30, 2020 on the 2020 Credit Agreement term loan facility and the revolving credit facility was 1.69%, which consisted of a floating Eurodollar base rate of 0.19% plus a margin of 1.50%. However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

~~(2)The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of September 30, 2020.~~

~~(3)Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of~~ ~~4.50% and mature on July 1, 2028.~~

~~(4)Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of~~ ~~3.75% and mature on October 1, 2030.~~

~~(5)~~Consists of 2 State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year maturity and the outstanding balance of $1.2 million as of September 30, 2020 bears interest at a fixed rate of 3.00%. The second loan, originated in 2019, has a 10-year maturity and bears interest at a fixed rate of 1.75%. Both of these loans may be repaid at any time by the Company without penalty.

~~(6)~~The weighted average annual effective rate on the Company’s outstanding debt for the three and nine months ended September 30, 2020, including the effects of its interest rate swaps discussed below, was 5.48% and 4.69%, respectively.

~~(7)Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation.~~

Interest Rate Swaps

As of ~~September~~June 30, ~~2020,~~2021, the Company had 4 fixed-for-floating interest rate swap contracts with a total notional value of $1.4 billion that mature through 2025. ~~Prior to June 30, 2020, the Company designated the swaps as accounting hedges of the forecasted interest payments on its variable-rate borrowings.~~ The Company pays base fixed rates on these swaps ranging from 2.13% to 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings.

~~Prior to~~As a result of the ~~repayment of all amounts outstanding~~payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, and the prepayment of $787.9 million under the Term Loan A facility on June 30, 2020, the Company accounted for its interest rate swap contracts as cash flow hedges in accordance with FASB ASC Topic 815. Because the swaps hedged forecasted interest payments, changes in the fair values of the swaps were recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity, as long as the swaps continued to be highly effective hedges of the designated interest rate risk. Any ineffective portion of a change in the fair value of a hedge was recorded in earnings. Upon the prepayment of $787.9 million under the Company’s Term Loan A facility and repayment of all amounts outstanding under the 2016 Credit Agreement revolving credit facility, the Company determined that it was probable that forecasted interest payments on $200.0 million of variable rate debt would not occur. Additionally, as the variable rate debt under the Term Loan A facility was replaced by $800.0 million of fixed rate debt under the 2028 Notes, the Company de-designated all of its interest rate ~~swaps. As a result,~~swaps effective June 30, 2020. Accordingly, hedge accounting is not applicable, and subsequent changes to the ~~Company accelerated~~fair value of the ~~release of $10.3 million from~~interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss net related to the forecasted interest payments that were no longer probable. The loss was recorded in Other income (expense), net on the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2020. The remaining $111.2 million as of September 30, 2020 is classified within Accumulated other comprehensive loss, net and will beare amortized into Interest expense, net over the terms of the hedged forecasted interest payments. ~~Subsequent changes to fair value~~As of ~~the~~

~~interest rate swaps will be recorded~~June 30, 2021, $89.7 million is remaining in ~~Other income (expense),~~Accumulated other comprehensive loss, net. The interest rate swaps had negative unrealized fair values (liabilities) of ~~$120.5~~$80.0 million and ~~$64.8~~$109.2 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, of which ~~$84.6~~$67.4 million and ~~$47.2~~$78.1 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. See Note 1112 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

Note 89 — Equity

Share Repurchase Authorization

~~The Company has~~In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion ~~board authorization~~of the Company’s common stock. The Board authorized incremental share repurchases of up to ~~repurchase its~~an additional $300.0 million and $500.0 million of the Company’s common stock ~~on the open market, of which $0.7~~in February 2021 and April 2021, respectively. $0.3 billion remained available under the share repurchase program as of ~~September~~June 30, ~~2020.~~2021. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. See Note 15 — Subsequent Event for a discussion regarding an increase in the Company’s share repurchase authorization.

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

Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Number of shares repurchased (1) 17,167 705,800 440,873 929,311
Cash paid for repurchased shares (in thousands) (2) $ 2,255 $ 94,878 $ 76,117 $ 141,436


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Number of shares repurchased (1)	3,094,706		5,999		5,369,416		423,706
Cash paid for repurchased shares (in thousands) (2)	$	684,900	$	698	$	1,083,350	$	73,862

(1) The average purchase price for repurchased shares was ~~$131.35~~$218.33 and ~~$134.42~~$116.29 for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$149.97~~$202.28 and ~~$136.05~~$150.72 for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively. The repurchased shares during the three months ended June 30, 2021 included purchases for both stock-based compensation award settlements and ~~2019, respectively.~~open market purchases. All of the shares repurchased during the three months ended ~~September~~June 30, 2020 related to the settlement of the ~~Company’s~~Company's stock-based compensation awards. The repurchased shares during the ~~three~~six months ended ~~September~~June 30, ~~2019~~2021 and 2020 included purchases for both stock-based compensation ~~awards and open market purchases. The repurchased shares during the nine months ended September 30, 2020 and 2019 included purchases for both stock-based compensation awards~~award settlements and open market purchases.

(2) The cash paid for repurchased shares during the ~~nine~~six months ended ~~September~~June 30, 2021 included $8.0 million of open market purchases with trade dates in December 2020 that settled in January 2021. There were $10.8 million of open market purchases with trade dates in June 2021 that settled in July 2021. The cash paid for repurchased shares during the six months ended June 30, 2020 included $10.0 million of open market purchases with trade dates in December 2019 that settled in January 2020.

Accumulated Other Comprehensive ~~Income (Loss),~~Loss, net (“~~AOCI/L”~~AOCL”)

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

Three Months Ended ~~September~~June 30, ~~2020~~

Interest Rate
Swaps Defined
Benefit
Pension Plans Foreign
Currency
Translation
Adjustments Total
Balance – June 30, 2020 $ (88,996) $ (8,425) $ (44,754) $ (142,175)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income (1,033) 0 7,498 6,465
Reclassifications from AOCI/L to income (2), (3) 5,412 85 0 5,497
Other comprehensive income (loss) for the period 4,379 85 7,498 11,962
Balance – September 30, 2020 $ (84,617) $ (8,340) $ (37,256) $ (130,213)
2021


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – March 31, 2021	$	(72,834)	$	(9,206)	$	(11,138)	$	(93,178)
Other comprehensive income activity during the period:
Change in AOCL before reclassifications to income	0		0		4,639		4,639
Reclassifications from AOCL to income (2), (3)	5,457		104		0		5,561
Other comprehensive income for the period	5,457		104		4,639		10,200
Balance – June 30, 2021	$	(67,377)	$	(9,102)	$	(6,499)	$	(82,978)

Three Months Ended June 30, 2020


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – March 31, 2020	$	(91,896)	$	(8,505)	$	(68,571)	$	(168,972)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	(9,935)		0		23,817		13,882
Reclassifications from AOCL to income (2), (3)	12,835		80		0		12,915
Other comprehensive income for the period	2,900		80		23,817		26,797
Balance – June 30, 2020	$	(88,996)	$	(8,425)	$	(44,754)	$	(142,175)

Six Months Ended June 30, 2021


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2020	$	(78,104)	$	(9,309)	$	(11,815)	$	(99,228)
Other comprehensive income activity during the period:
Change in AOCL before reclassifications to income	0		0		5,316		5,316
Reclassifications from AOCL to income (2), (3)	10,727		207		0		10,934
Other comprehensive income for the period	10,727		207		5,316		16,250
Balance – June 30, 2021	$	(67,377)	$	(9,102)	$	(6,499)	$	(82,978)

~~Three~~Six Months Ended ~~September 30, 2019~~

Interest Rate
Swaps Defined
Benefit
Pension Plans Foreign
Currency
Translation
Adjustments Total
Balance – June 30, 2019 $ (46,990) $ (5,655) $ (20,834) $ (73,479)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income (10,285) 0 3,553 (6,731)
Reclassifications from AOCI/L to income (2), (3) (1,094) 41 0 (1,054)
Other comprehensive income (loss) for the period (11,379) 41 3,553 (7,785)
Balance – September 30, 2019 $ (58,369) $ (5,614) $ (17,281) $ (81,264)

~~Nine Months Ended September~~June 30, 2020

Interest Rate
Swaps Defined
Benefit
Pension Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2019 $ (47,164) $ (8,584) $ (22,190) $ (77,938)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income (58,022) 0 (15,066) (73,088)
Reclassifications from AOCI/L to income (2), (3) 20,569 244 0 20,813
Other comprehensive income (loss) for the period (37,453) 244 (15,066) (52,275)
Balance – September 30, 2020 $ (84,617) $ (8,340) $ (37,256) $ (130,213)

~~Nine Months Ended September 30, 2019~~

Interest Rate
Swaps Defined
Benefit
Pension Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2018 $ (7,770) $ (5,738) $ (26,359) $ (39,867)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income (46,224) 0 9,078 (37,146)
Reclassifications from AOCI/L to income (2), (3) (4,375) 124 0 (4,251)
Other comprehensive income (loss) for the period (50,599) 124 9,078 (41,397)
Balance – September 30, 2019 $ (58,369) $ (5,614) $ (17,281) $ (81,264)


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2019	$	(47,164)	$	(8,584)	$	(22,190)	$	(77,938)
Other comprehensive (loss) income activity during the period:
Change in AOCL before reclassifications to income	(56,989)		0		(22,564)		(79,553)
Reclassifications from AOCL to income (2), (3)	15,157		159		0		15,316
Other comprehensive (loss) income for the period	(41,832)		159		(22,564)		(64,237)
Balance – June 30, 2020	$	(88,996)	$	(8,425)	$	(44,754)	$	(142,175)

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

(2)$~~7.2~~7.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for both of the three months ended June 30, 2021 and 2020. $14.3 million and $10.5 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the ~~three~~six months ended ~~September~~June 30, ~~2020.~~2021 and 2020, respectively. $10.3 ~~million and $17.7~~ million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Other (expense) income, (expense), net and Interest expense, net, respectively for the nine months ended September 30, 2020. The reclassifications related to interest rate swaps (cash flow hedges) were recorded as Interest expense, net for both the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. See Note 78 — Debt and Note 1011 — Derivatives and Hedging for information regarding the cash flow hedges.

(3)The reclassifications related to defined benefit pension plans were recorded in Other (expense) income, ~~(expense),~~ net. ~~See Note 12 – Employee Benefits for information regarding the Company’s defined benefit pension plans.~~

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at ~~September~~June 30, ~~2020~~2021 that is expected to be reclassified into earnings within the next 12 months is ~~$28.9~~$27.1 million.

Note 910 — Income Taxes

The provision for income taxes for the three months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ was ~~a benefit of $2.8 million and~~ an expense of ~~$11.7~~$108.0 million and $3.9 million, respectively. The provision for income taxes for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 was an expense of ~~$22.8~~$158.6 million ~~compared to a benefit of $0.4~~and $25.6 million, ~~for the nine months ended September 30, 2019.~~respectively.

The effective income tax rate was ~~a benefit of 19.7%~~28.5% and ~~an expense of 22.1%~~6.6% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The effective income tax rate was ~~an expense of 13.4%~~26.7% and 16.5% for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~compared to a benefit of 0.3% for~~respectively. In 2020, the nine months ended September 30, 2019. The year to date results for both years include material benefits from intercompany sales of certain intellectual property. The three and nine months results for both years also include movements in unrecognized tax benefits as well as changes in estimated geographical mix of earnings. The changes in effective tax rates are largely attributable to the differences in the relative impacts of these items period over period.

~~The~~ Company completed intercompany sales of certain intellectual ~~property in both 2020 and 2019. As~~property. Approximately $28.3 million of tax benefits were recognized as a result for the ~~Company recorded tax benefits of approximately $28.3 million~~three and ~~$38.1 million during the nine~~six months ended ~~September~~June 30, ~~2020 and 2019, respectively.~~2020. These benefits ~~represent~~represented the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

~~In July 2020, the Company completed an intercompany contribution of~~ No such benefits are included in 2021. This drove a significant ~~amount of intellectual property. The Company’s intellectual property footprint continues to evolve and may result~~increase in the effective income tax rate ~~volatility in~~period over period. In addition, during the ~~future.~~second quarter of 2021, the United Kingdom enacted legislation raising its corporate tax rate from 19% to 25% effective April 2023, which increased the Company’s effective income tax rate for the three and six months ended June 30, 2021.

The Company had gross unrecognized tax benefits of ~~$118.5~~$130.1 million on ~~September~~June 30, ~~2020~~2021 and ~~$102.8~~$127.1 million on December 31, ~~2019.~~2020. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately ~~$9.9~~$9.2 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Note 1011 — Derivatives and Hedging

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


September 30, 2020
June 30, 2021										June 30, 2021
Derivative Contract Type	Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCI/L, net of tax		Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCL, net of tax
Interest rate swaps (1)	Interest rate swaps (1)	4	$	1,400,000	$	(85,826)	Other liabilities	$	(84,617)	Interest rate swaps (1)	4	$	1,400,000	$	(48,700)	Other liabilities	$	(67,377)
					(34,706)		Accrued liabilities							(31,341)		Accrued liabilities
Foreign currency forwards (2)	Foreign currency forwards (2)	38	211,495		(105)		Accrued liabilities	0		Foreign currency forwards (2)	26	222,893		(138)		Accrued liabilities	0
Total	Total	42	$	1,611,495	$	(120,637)		$	(84,617)	Total	30	$	1,622,893	$	(80,179)		$	(67,377)

December 31, 2019
Derivative Contract Type Number of Contracts Notional
Amounts Fair Value
Asset
(Liability), Net (3) Balance
Sheet
Line Item Unrealized
Loss Recorded
in AOCI/L, net of tax
Interest rate swaps (1) 4 $ 1,400,000 $ (64,831) Other liabilities $ (47,164)
Foreign currency forwards (2) 176 604,858 59 Other current assets 0
Total 180 $ 2,004,858 $ (64,772) $ (47,164)


December 31, 2020
Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCL, net of tax
Interest rate swaps (1)	4	$	1,400,000	$	(74,289)	Other liabilities	$	(78,104)
				(34,886)		Accrued liabilities
Foreign currency forwards (2)	163	430,063		(1,514)		Accrued liabilities	0
Total	167	$	1,830,063	$	(110,689)		$	(78,104)

(1)~~Prior to~~ ~~June 30, 2020,~~ ~~the interest rate swaps were designated and accounted for as cash flow hedges of the forecasted interest payments on borrowings.~~ As a result ~~changes in the fair values~~ of the ~~swaps were deferred and recorded in AOCI/L, net of tax effect. Upon the prepayment of $787.9 million~~payment under the ~~Company’s Term Loan A facility and repayment of~~

~~all amounts~~then outstanding ~~under the~~ 2016 Credit Agreement term loan and revolving credit facility, the Company determined that it was probable that forecasted interest payments on $200.0 million of variable rate debt would not occur. Additionally, as the variable rate debt under the Term Loan A facility was replaced by $800.0 million of fixed rate debt under the 2028 Notes, the Company de-designated all of its interest rate ~~swaps.~~swaps effective June 30, 2020. Accordingly, hedge accounting is not applicable, and subsequent changes to fair value of the interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 78 — Debt provides additional information regarding the Company’s interest rate swap contracts.

(2)The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other (expense) income, ~~(expense),~~ net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at ~~September~~June 30, ~~2020~~2021 matured before ~~October~~July 31, ~~2020.~~2021.

(3)See Note 1112 — Fair Value Disclosures for the determination of the fair values of these instruments.

At ~~September~~June 30, ~~2020,~~2021, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).

Three Months Ended Nine Months Ended
September 30, September 30,
Amount recorded in: 2020 2019 2020 2019
Interest expense (income), net (1) $ 7,165 $ (1,504) $ 17,679 $ (6,015)
Other expense, net (2) 179 4,367 22,494 5,064
Total expense (income), net $ 7,344 $ 2,863 $ 40,173 $ (951)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Amount recorded in:	2021		2020		2021		2020
Interest expense, net (1)	$	7,283	$	7,322	$	14,315	$	10,514
Other expense (income), net (2)	1,494		9,715		(14,329)		22,314
Total (income) expense, net	$	8,777	$	17,037	$	(14)	$	32,828

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

(2)Consists of net realized and unrealized gains and losses on foreign currency forward contracts and gains and losses on de-designated interest rate ~~swaps~~swaps. For the three and six months ended June 30, 2020, Other expense (income), net included $10.3 million of expense ~~during the nine months ended September 30, 2020~~ on interest rate swap contracts due to forecasted interest payments no longer being probable as a result of the ~~repayment of all amounts outstanding~~payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility ~~and~~ ~~the prepayment of $787.9 million under the Term Loan A facility~~ ~~and~~ on June 30, 2020.

Note 1112 — Fair Value Disclosures

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities.

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

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. The Company does not currently utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 63 — Goodwill and Intangible Assets. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.

The table below presents the fair values of certain financial assets and liabilities (in thousands).

Description September 30,
2020 December 31,
2019
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1) $ 9,010 $ 2,277
Total Level 1 inputs 9,010 2,277
Values based on Level 2 inputs:
Deferred compensation plan assets (1) 69,568 73,419
Foreign currency forward contracts (2) 71 1,558
Total Level 2 inputs 69,639 74,977
Total Assets $ 78,649 $ 77,254
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1) $ 84,053 $ 79,556
Foreign currency forward contracts (2) 176 1,499
Interest rate swap contracts (3) 120,532 64,831
2025 Notes (4) 0 835,384
2028 Notes (5) 840,392 0
2030 Notes (6) 810,752 0
Total Level 2 inputs 1,855,905 981,270
Total Liabilities $ 1,855,905 $ 981,270


Description	June 30, 2021		December 31, 2020
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1)	$	8,642	$	2,589
Total Level 1 inputs	8,642		2,589
Values based on Level 2 inputs:
Deferred compensation plan assets (1)	90,946		85,932
Foreign currency forward contracts (2)	44		885

Total Level 2 inputs	90,990		86,817
Total Assets	$	99,632	$	89,406
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)	$	106,390	$	94,538
Foreign currency forward contracts (2)	182		2,399
Interest rate swap contracts (3)	80,041		109,175



Total Level 2 inputs	186,613		206,112
Total Liabilities	$	186,613	$	206,112

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

(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 1011 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.

(3)The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 78 — Debt). The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-party broker. Those valuations are based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

~~(4)~~

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

~~As discussed~~

See Note 2 — Acquisition for fair value measurements of certain assets and liabilities recorded at fair value on a non-recurring basis.

The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in ~~Note 7 — Debt, prior to September 28, 2020,~~ the ~~Company had $800.0 million of principal amount with 5.125% fixed-rate 2025 Notes due in 2025.~~Company’s Condensed Consolidated Balance Sheets (in thousands). The estimated fair ~~values~~value of

the notes were derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input. The carrying amount of the 2025 Notes was $785.0 million as of December 31, 2019.

~~(5)As discussed in Note 7 — Debt, on June 22, 2020 the Company issued $800 million aggregate principal amount of 4.50% fixed-rate 2028 Notes due in 2028. The estimated fair values of the notes~~financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input. ~~The carrying amounts of the 2028 Notes were $790.5 million as of September 30, 2020.~~

~~(6)~~As discussed in Note 7 — Debt, on September 28, 2020 the Company issued $800 million aggregate principal amount of 3.75% fixed-rate 2030 Notes due in 2030. The estimated fair values of the notes was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input. The carrying amounts of the 2030 Notes were $790.5 million as of September 30, 2020.

~~Note 12 — Employee Benefits~~

The Company has defined benefit pension plans at several of its international locations. Benefits earned and paid under those plans are generally based on years of service and level of employee compensation. The Company’s defined benefit pension plans are accounted for in accordance with FASB ASC Topics 715 and 960. Net periodic pension expense was $1.2 million and

~~$0.9 million for the three months ended September 30, 2020 and 2019, respectively.~~ ~~Net periodic pension expense was $3.3 million and $2.6 million for the~~ ~~nine~~ ~~months ended September 30, 2020 and 2019, respectively.~~


	Carrying Amount				Fair Value
	June 30,		December 31,		June 30,		December 31,
Description	2021		2020		2021		2020
2028 Notes	$	791,302	$	790,783	$	846,248	$	846,296
2029 Notes	592,742		0		611,418		0
2030 Notes	791,087		790,690		819,608		843,800
Total	$	2,175,131	$	1,581,473	$	2,277,274	$	1,690,096

Note 13 — Contingencies

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

Indemnifications. The Company has various agreements that may obligate usit 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 wethe Company customarily ~~agree~~agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by usthe Company under these agreements have not been material. As of ~~September~~June 30, ~~2020,~~2021, the Company did not have any material payment obligations under any such indemnification agreements.

Note 14 — Leases

The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during ~~2020~~2021 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these lease agreements include (i) renewal options to extend the lease term for up to five years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2021 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

All of the Company’s leasing and subleasing activity is recognized in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the periods indicated (dollars in thousands).

Three Months Ended Nine Months Ended
September 30, September 30,
Description: 2020 2019 2020 2019
Operating lease cost (1) $ 34,290 $ 35,443 $ 107,424 $ 106,958
Variable lease cost (2) 4,006 3,902 12,382 11,517
Sublease income (6,777) (10,205) (28,587) (30,767)
Total lease cost, net (3) $ 31,519 $ 29,140 $ 91,219 $ 87,708
Cash paid for amounts included in the measurement of operating lease
liabilities $ 34,763 $ 32,294 $ 103,725 $ 100,172
Cash receipts from sublease arrangements $ 9,592 $ 9,000 $ 28,512 $ 25,131
Right-of-use assets obtained in exchange for new operating lease
liabilities $ 527 $ 38,571 $ 19,061 $ 67,756


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Description:	2021		2020		2021		2020
Operating lease cost (1)	$	32,620	$	35,173	$	65,485	$	73,134
Variable lease cost (2)	4,121		3,973		8,423		8,376
Sublease income	(10,584)		(10,719)		(20,923)		(21,810)
Total lease cost, net (3)	$	26,157	$	28,427	$	52,985	$	59,700
Cash paid for amounts included in the measurement of operating lease liabilities	$	35,324	$	34,026	$	70,251	$	68,962
Cash receipts from sublease arrangements	$	10,364	$	9,503	$	20,459	$	18,920
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,248	$	3,616	$	9,294	$	18,535

(1)Included in operating lease cost was ~~$10.5~~$10.7 million and ~~$10.8~~$10.6 million for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$31.7~~$21.1 million and ~~$32.5~~$21.2 million ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021 and ~~2019,~~2020, respectively, for costs related to subleasing activities.

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

(3)The Company did not capitalize any operating lease costs during any of the ~~three and nine months ended September 30, 2020.~~periods presented.

The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance ~~Sheet as of September 30, 2020~~Sheets (in thousands).

~~Description:~~


	June 30,		December 31,
Description:	2021		2020
Accounts payable and accrued liabilities	$	86,381	$	83,995
Operating leases - liabilities	745,108		780,166
Total operating lease liabilities per the Condensed Consolidated Balance Sheets	$	831,489	$	864,161

Note 15 — Subsequent Event

On July 29, 2021, the Company’s Board of Directors authorized incremental share repurchases of up to an additional $800 million of Gartner’s common stock. This authorization is in addition to the previously authorized repurchases of up to $2.0 billion, which as of the end of July 2021 had approximately $231 million remaining.

~~Accounts payable and accrued liabilities~~

~~82,391~~

~~Operating leases - liabilities~~

~~785,705~~

~~Total operating lease liabilities per the Condensed Consolidated Balance Sheet~~

~~868,096~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.

Acquisition of Pulse Q&A Inc.

On June 17, 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $30.0 million. Pulse is a technology-enabled community platform.

Note 2 — Acquisition in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Pulse acquisition.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions, projections 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.

We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: uncertainty of the magnitude, duration, geographic reach and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19 pandemic and governments’ responses to it on our business, growth, reputation, projections, prospects, financial condition, operations, cash flows, and liquidity; the adequacy or effectiveness orof steps we take to respond to the crisis, including cost reduction or other mitigation programs; our ability to recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter, as well as the timing of our ~~other~~return to in-person conferences and ~~meetings; the amount~~meetings and willingness of participants to attend; our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent; our ability to achieve continued customer renewals and achieve new ~~business generated,~~contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to carry out our strategic initiatives and manage associated costs; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; additional risks associated with international operations, including ~~from acquisitions; the mix of domestic and international business; domestic and international economic conditions;~~foreign currency fluctuations; the U.K.’s exit from the European Union and its impact on our results; the impact of ~~changes in tax policy and heightened scrutiny from various taxing authorities globally; the impact of~~ restructuring and other ~~changes~~charges on our ~~business~~businesses and operations; cybersecurity incidents; ~~changes in market demand for our products and services; changes in foreign currency rates;~~general economic conditions; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets and access to capital; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; the ~~timing~~impact of ~~the development, introduction~~changes in tax policy and ~~marketing of new products and services; competition in the industry; the payment of performance compensation;~~heightened scrutiny from various taxing authorities globally; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; changes to laws and regulations; and other risks and uncertainties detailed in this Form 10-Q, ~~and~~ our most recent Form 10-K and other filings ~~that~~ we make with the SEC. The potential fluctuations in our operating income could cause ~~period-to-period~~period-to-

period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk factors associated with our business is included under “Risk Factors” in ~~Part I,~~ Item 1A. of the ~~2019~~2020 Form 10-K, ~~and “Risk Factors” in Part II, Item 1A of our Form 10-Q for the quarterly period ended March 31, 2020.~~which is incorporated herein by reference.

Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements, and are currently, or in the future could be, amplified by the COVID-19 pandemic. Factors that might cause such a difference include, but are not limited to, those listed above or described under ~~“Item 1A. Risk Factors” in the 2019 Form 10-K and~~ “Risk Factors” in ~~Part II,~~ Item 1A of ~~our~~the 2020 Form ~~10-Q for the quarterly period ended March 31, 2020.~~10-K. 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. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. 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.

BUSINESS OVERVIEW

Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice and tools to achieve their mission–critical priorities today and build the successful organizations of tomorrow. We believe our unmatched combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions on the issues that matter most. We are a trusted advisor and an objective resource for more than 14,000 enterprises in more than 100 countries — across all major functions, in every industry and enterprise size.

~~Our~~We deliver our products andand services ~~are delivered~~globally through three segments – Research, Conferences and Consulting, as described below.

•Research p~~rovides~~provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas of an enterprise through reports, briefings, proprietary tools, access to our research experts, peer networking services and membership programs that enable our clients to drive organizational performance.

•Conferences pr~~ovides~~provides business professionals across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and advice.

•Consultingcombines the power of Gartner market-leading research with custom analysis and on-the-ground support to help chief information officers and other senior executives driving technology-related strategic initiatives move confidently from insight to action.

COVID-19 Impact

The coronavirus disease (“COVID-19”) pandemichas affected nearly every region in the world and has created significant uncertainties and disruption in the global economy. Gartner is closely monitoring the pandemic-related developments, and our highest priority is the health and safety of our associates, clients, vendors, partners, and other stakeholders. We are working closely with our clients to provide best in class COVID-19 related research to assist them in achieving their mission critical priorities.

As a result of the COVID-19 pandemic, we temporarily closed Gartner offices (including our corporate headquarters) in the United States, United Kingdom, ~~Europe, parts of Asia~~India, and several other impacted locations around the world and implemented significant travel restrictions. ~~Though many~~We began a limited reopening of our ~~employees continue~~offices in the United States in June 2021. Although we have plans to ~~work remotely, these changes impact the normal operation~~reopen most of our ~~business. We~~remaining offices in the fall of 2021, reopening is subject to many factors outside of our control. As a result, we cannot predict for certain when or how we will begin to lift the actions put in place as part of our business continuity plans, including work from home protocols and travel restrictions. As of the date of this filing, we do not believe our work from home protocol has affected our internal controls over financial reporting.

We ~~have seen~~saw negative impacts to all of our segments with Conferences being the most impacted. OnWe cancelled in-person conferences beginning in late February/early March ~~25,~~ 2020 ~~we announced the cancellation of all in-person destination conferences through August. On July 2, 2020, we announced the cancellation of all in-person destination conferences for~~with the remainder being cancelled after the World Health Organization’s declaration of the ~~year.~~COVID-19 pandemic later in March 2020. We began holding virtual conferences during the second half of 2020. We held ~~two destination~~18 virtual conferences ~~virtually~~ during the ~~three months ended September 30, 2020~~first half of 2021 and plan on holding ~~13 destination~~additional virtual conferences ~~virtually in~~through the ~~fourth quarter~~remainder of ~~2020.~~2021. These virtual conferences are expected to result in significantly less revenue and

gross contribution than in-person conferences, but we believe they aid in client retention and engagement. The safety of our associates and clients ~~remain~~remains our top priority so future in-person ~~destination~~ conferences will be held only ifwhen we determine the relevant impacts of COVID-19 have sufficiently receded in the jurisdictions where our conferences are to be held. Operationally, we are planning to resume in-person destination conferences starting in September 2021, and we intend to continue to put on virtual conferences.

As of September 30, 2020, we had approximately $16 million recorded in Prepaid expenses and other current assets on the balance sheet related to cancelled conferences. We expect to recover the majority of these and potential termination costs for future conferences through either force majeure clauses in our vendor contracts, other arrangements with vendors or event cancellation insurance claims. For cancelled conferences, our event cancellation insurance enables us to receive an amount up to the lost contribution margin per conference plus incurred expenses. Our event cancellation insurance provides up to $170 million in coverage for 2020 with the right to reinstate that amount one time if those limits are utilized. The insurer has contested our right to reinstate ~~limits and to include in reinstated limits conferences cancelled due to COVID-19.~~limits. We are in litigation with the insurer on these issues. Gartner also has event cancellation insurance for 2021, covering events that were planned for 2021 but cancelled, of up to $150 million with the right to reinstate up to that amount one time if the initial limits are inadequate. The insurer has contested all coverage for events cancelled in 2021 due to COVID-19. In May 2021, we received $150 million of proceeds related to 2020 insurance claims, and recorded a gain of $135.5 million. The timing of receiving the remaining proceeds from 2020 insurance claims is uncertain so we will not record any insurance claims in excess of expenses incurred related to the remaining claims until the receipt of the insurance ~~proceeds.~~proceeds is deemed to be realizable.

Our Research segment ~~has continued to experience~~experienced a slowdown asin contract value (CV) growth ~~was 5.3%~~ in ~~the third quarter of 2020 compared to 10.6%, and 7.0% in the first and second quarters of 2020, respectively.~~2020. CV growth slowed late in the first

quarter of 2020 as the global virus response led to lower new business growth and lower retention rates. ~~However, because~~CV growth improved in the first half of 2021 compared to the second half of 2020, and CV growth in the second quarter of 2021 was comparable to pre-pandemic levels. Since our revenue and CV have been historically stable and predictable as a result of our subscription-based business model, we ~~are~~ only ~~expecting~~experienced a modest decrease in Research revenue ~~for~~growth in 2020 and the ~~remainder~~first quarter of ~~the year. Slower CV growth this year however will lead~~2021 compared to ~~slower research~~that in 2019. Research revenue growth in ~~2021. Nonetheless, we~~the second quarter of 2021 was comparable with the corresponding period in 2019. We believe that our emphasis on ~~producing business~~providing insight to enterprise leaders and ~~technology insight into~~their teams across every major business function ~~in the enterprise~~ will continue to drive client engagement and satisfaction with our Research products.

Our Consulting segment was only moderately impacted by the COVID-19 pandemic as many engagements are being performed by associates working remotely. Labor based consulting weakened late in the first quarter of 2020 due to the pandemic. This weakness continued in the ~~second and third quarters due to weaker demand which will likely continue for the~~ remainder of 2020. ~~Overall, we expect Consulting revenues to be lower throughout the remainder of the year, due to a slowdown in labor-based demand.~~

~~In connection with the cancellation of the majority of 2020 conferences and the weaker demand in our Consulting segment noted above,~~Labor based consulting revenue improved in the ~~second quarter~~first half of ~~2020, we implemented workforce reductions. We incurred an aggregate of approximately $17 million in costs relating~~2021 to these workforce reductions in the nine months ended September 30, 2020. $12 million has been paid through the nine months ended September 30, 2020, and we expect the majority of the remaining charges to be paid out in the fourth quarter of 2020.pre-pandemic levels.

In response to the pandemic’s impacts to our business, we implemented cost avoidance initiatives in the first half of 2020 including significant limitations on hiring and third-party spending, reductions to discretionary spending and elimination of non-essential travel and re-prioritization of capital expenditures. We began to restore certain investments in the business during the ~~third quarter and will likely continue these investments in the fourth quarter~~second half of 2020 and we expect these investments to increase in 2021 and future ~~periods.~~

periods, which may have a negative impact on operating margins.

3128

BUSINESS MEASUREMENTS

We believe that the following business measurements are important performance indicators for our business segments:


BUSINESS SEGMENT						BUSINESS MEASUREMENT
Research						Total contract value represents the value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. Total contract value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our total contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders.

						Client retention rate represents 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. Client retention is calculated at an enterprise level, which represents a single company or customer.

						Wallet retention rate represents 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 of our current clients, who were also clients a year ago, by the total contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer.

Conferences						Number of destination conferences represents the total number of hosted virtual or in-person ~~destination~~ conferences completed during the period. Single day, local meetings are excluded.

						Number of destination conferences attendees represents the total number of people who attend virtual or in-person ~~destination~~ conferences. Single day, local meetings are excluded.


Consulting						Consulting backlog represents future revenue to be derived from in-process consulting and measurement engagements.

						Utilization rate represents 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 rate represents earned billable revenue divided by total billable hours.

						Average annualized revenue per billable headcount represents 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 utilization percentage times the billable hours available for one year.

3229

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating extraordinary research insight, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of ~~$1.0~~$1.2 billion during the ~~third~~second quarter of ~~2020, a decrease~~2021, an increase of 1%20% compared to the ~~third~~second quarter of ~~2019.~~2020. During the ~~third~~second quarter of ~~2020~~2021 revenues for Research increased by 6%15% year-over-year, while ~~Conferences and~~ Consulting revenues ~~declined~~increased by ~~81% and 4%, respectively.~~9%. Conferences revenue increased by $57.9 million during the second quarter of 2021 compared to the second quarter of 2020. For a more complete discussion of our results by segment, see Segment Results below.

For the ~~third~~second quarter of 2021 and 2020, we had net income of ~~$17.0~~$271.2 million and $55.1 million, respectively, and diluted income per share of ~~$0.19.~~$3.13 and $0.61, respectively. Cash provided by operating activities was ~~$642.8~~$732.6 million and ~~$482.6~~$398.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. As of ~~September~~June 30, ~~2020,~~2021, we had ~~$553.7~~$796.3 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For information regarding our critical accounting policies and estimates, please refer to Part II, Item 7, “Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020. There have been no material changes to the critical accounting policies previously disclosed in that report.

RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB has issued accounting standards that have not yet become effective and that may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Basis of Presentation in the Notes to Condensed Consolidated Financial Statements provides information regarding those accounting standards.

RESULTS OF OPERATIONS

Consolidated Results

WeIn addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our ~~contract values,~~ revenues, certain expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying data being measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.

The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).

3330


		Three Months Ended September 30, 2020		Three Months Ended September 30, 2019		Increase (Decrease)		Increase (Decrease) %			Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Increase (Decrease)		Increase (Decrease) %
Total revenues	Total revenues	$	994,618	$	1,000,502	$	(5,884)	(1)	%	Total revenues	$	1,167,319	$	973,135	$	194,184	20	%
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services and product development	Cost of services and product development	329,767		365,056		(35,289)		(10)		Cost of services and product development	350,802		322,551		28,251		9
Selling, general and administrative	Selling, general and administrative	521,508		512,159		9,349		2		Selling, general and administrative	488,496		494,840		(6,344)		(1)
Depreciation	Depreciation	22,743		20,704		2,039		10		Depreciation	25,851		22,728		3,123		14
Amortization of intangibles	Amortization of intangibles	31,228		31,694		(466)		(1)		Amortization of intangibles	26,154		31,208		(5,054)		(16)
Acquisition and integration charges	Acquisition and integration charges	1,722		1,742		(20)		(1)		Acquisition and integration charges	1,302		2,157		(855)		(40)
Operating income	Operating income	87,650		69,147		18,503		27		Operating income	274,714		99,651		175,063		176
Interest expense, net	Interest expense, net	(30,538)		(24,073)		6,465		27		Interest expense, net	(27,390)		(30,296)		(2,906)		(10)
Gain on event cancellation insurance claims										Gain on event cancellation insurance claims	135,545		—		135,545		nm

Loss on extinguishment of debt		(44,814)		—		44,814		nm
Other income, net		1,869		8,024		6,155		(77)
Less: (Benefit) provision for income taxes		(2,797)		11,710		(14,507)		nm

Other expense, net										Other expense, net	(3,682)		(10,399)		(6,717)		(65)
Less: Provision for income taxes										Less: Provision for income taxes	107,951		3,879		104,072		2,683
Net income	Net income	$	16,964	$	41,388	$	(24,424)	(59)	%	Net income	$	271,236	$	55,077	$	216,159	392	%
nm = not meaningful										nm = not meaningful

~~nm = not meaningful~~


	Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	2,271,357	$	1,992,026	$	279,331	14	%
Costs and expenses:
Cost of services and product development	685,269		663,829		21,440		3
Selling, general and administrative	975,751		991,479		(15,728)		(2)
Depreciation	51,601		45,245		6,356		14
Amortization of intangibles	56,668		63,387		(6,719)		(11)
Acquisition and integration charges	1,942		3,716		(1,774)		(48)
Operating income	500,126		224,370		275,756		123
Interest expense, net	(53,539)		(56,644)		(3,105)		(5)
Gain on event cancellation insurance claims	135,545		—		135,545		nm


Other income (expense), net	11,808		(11,915)		(23,723)		nm
Less: Provision for income taxes	158,604		25,637		132,967		519
Net income	$	435,336	$	130,174	$	305,162	234	%
nm = not meaningful

Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Increase (Decrease) Increase
(Decrease)
%
Total revenues $ 2,986,644 $ 3,041,828 $ (55,184) (2) %
Costs and expenses:
Cost of services and product development 993,596 1,099,700 (106,104) (10)
Selling, general and administrative 1,512,987 1,545,905 (32,918) (2)
Depreciation 67,988 60,578 7,410 12
Amortization of intangibles 94,615 97,541 (2,926) (3)
Acquisition and integration charges 5,438 4,156 1,282 31
Operating income 312,020 233,948 78,072 33
Interest expense, net (87,182) (73,669) 13,513 18
Loss from divested operations — (2,075) (2,075) nm
Loss on extinguishment of debt (44,814) — 44,814 nm
Other (expense) income, net (10,046) 6,953 16,999 nm
Less: Provision (benefit) for income taxes 22,840 (432) (23,272) nm
Net income $ 147,138 $ 165,589 $ (18,451) (11) %

~~nm = not meaningful~~

Total revenues for the three months ended ~~September~~June 30, ~~2020~~2021 were ~~$1.0~~$1.2 billion, ~~a decrease~~an increase of ~~$5.9~~$194.2 million, or 1%20% compared to the same period in ~~2019~~2020 on a reported basis and 1%16% excluding the foreign currency impact. Total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 were ~~$3.0~~$2.3 billion, ~~a decrease~~an increase of ~~$55.2~~$279.3 million, or 2%14% compared to the same period in ~~2019~~2020 on a reported basis and 1%11% excluding the foreign currency impact. Refer to the section of this MD&A below entitled “~~Segment Results~~”“Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was ~~$329.8~~$350.8 million during the three months ended ~~September~~June 30, ~~2020, a decrease~~2021, an increase of ~~$35.3~~$28.3 million compared to the same period in ~~2019,~~2020, or ~~10%~~9% on a reported basis and 6% excluding the foreign currency impact. The ~~decrease~~increase in Cost of services and product development was primarily due to ~~decreased~~increased compensation costs, program expenses and conference related to cancellations of conferences during the third quarter of fiscal year 2020 in response to the COVID-19 pandemic, lower travel and entertainment costs during the quarter as well as the implementation of various cost avoidance initiatives.expenses. Cost of services and product

development as a percent of revenues was ~~33%~~30% and ~~36%~~33% during the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Cost of services and product development was ~~$993.6~~$685.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020, a decrease~~2021, an increase of ~~$106.1~~$21.4 million compared to the same period in ~~2019,~~2020, or ~~10%~~3% on a reported basis and 9%1% excluding the foreign currency impact. The increase was primarily due to increased compensation costs and program expenses, partially offset by reduced travel and entertainment costs. Cost of services and

product development as a percent of revenues was 30% and 33% during the six months ended June 30, 2021 and 2020, respectively.

Selling, general and administrative (“SG&A”) expense was $488.5 million during the three months ended June 30, 2021, a decrease of $6.3 million compared to the same period in 2020, or 1% on a reported basis and 4% excluding the foreign currency impact. The decrease in SG&A expense was primarily due to reduced severance costs and sales and marketing expenses, partially offset by higher personnel costs. The number of quota-bearing sales associates in Global Technology Sales decreased by 4% to 2,979 and in Global Business Sales increased by 6% to 885 compared to June 30, 2020. On a combined basis, the total number of quota-bearing sales associates decreased by 2% when compared to June 30, 2020. SG&A expense as a percent of revenues was 42% and 51% during the three months ended June 30, 2021 and 2020, respectively. SG&A expense was $975.8 million during the six months ended June 30, 2021, a decrease of $15.7 million compared to the same period in 2020, or 2% on a reported basis and 4% excluding the foreign currency impact. The decrease was primarily due to the same factors that caused the year-over-year quarterly decrease ~~partially offset by higher payroll and benefits costs. Cost of services and product development~~ as ~~a percent of revenues was 33% and 36% during the nine months ended September 30, 2020 and 2019, respectively.~~

~~Selling, general and administrative (“SG&A”) expense was $521.5 million during the three months ended September 30, 2020, an increase of~~ ~~$9.3 million~~ compared to the same period in 2019, or 2% on a reported basis and 1% excluding the foreign currency impact. The increase in SG&A expense was primarily due to the restoration of some compensation and benefits programs, partially offset bywell as reduced travel and entertainment costs resulting from the COVID-19 pandemic for the three months ended September 30, 2020. There was a decrease in the number of quota-bearing sales associates in Global Technology Sales and Global Business Sales to 3,092 and 843, respectively, at September 30, 2020. On a combined basis, the total number of quota-bearing sales associates decreased by 8% when compared to September 30, 2019.costs. SG&A expense as a percent of revenues was ~~52%~~43% and ~~51%~~50% during the ~~three~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. SG&A expense was $1,513.0 million during the nine months ended September 30, 2020, a decrease of $32.9 million compared to the same period in 2019, or 2% on a reported basis and 1% excluding the foreign currency impact. The decrease in SG&A expense was primarily due to reduced internal meetings, travel and entertainment costs and corporate expenses, partially offset by higher payroll related expenses. SG&A expense as a percent of revenues was 51% during both periods of the nine months ended September 30, 2020 and 2019.

Depreciation increased by ~~10% and 12%~~14% during both of the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 compared to the same periods in ~~2019.~~2020. The increases for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 ~~was~~were due to additional investments, including new leasehold improvements as additional office space went into service, ~~and~~and capitalized software.

Amortization of intangibles decreased by 1%16% and 3%11% during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020, respectively,~~2021 compared to the same periods in ~~2019~~2020 due to certain intangible assets that became fully amortized in ~~2019.~~2020.

Acquisition and integration charges ~~were flat~~decreased by $0.9 million and ~~increased by $1.3~~$1.8 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, compared to the same periods in ~~2019.~~2020.

Gain on event cancellation insurance claims of $135.5 million during the three and six months ended June 30, 2021 reflected proceeds, net of expense recoveries, related to the 2020 conference cancellation insurance claims.

Operating income was ~~$87.7~~$274.7 million and ~~$69.1~~$99.7 million during the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The increase in operating income was due to ~~reduced Costs~~increased revenue, partially offset by an increase in cost of services and product ~~development, partially offset by lower revenue, primarily in our Conferences segment, and increased SG&A expenses.~~development. Operating income was ~~$312.0~~$500.1 million and ~~$233.9~~$224.4 million during the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ respectively. The increase in operating income was primarily due to ~~reduced Cost of services and product development and SG&A expense, partially offset by lower revenue, primarily in our Conferences segment.~~increased revenue.

Interest expense, net ~~increased~~decreased by ~~$6.5~~$2.9 million and ~~$13.5~~$3.1 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, compared to the same periods in ~~2019.~~2020. The ~~increase~~decrease was primarily due to a reduction in outstanding debt, partially offset by higher weighted average annual effective rates ~~related to the replacement~~as a result of ~~expired~~ interest rate swaps with interest rate swaps with higher effective interest rates in late 2019. Additionally, we wrote off $1.8 million of deferred financing fees related to the prepayment of $787.9 million on the Term Loan A facility during the nine months ended September 30, 2020.

Loss from divested operations of $2.1 million during the nine months ended September 30, 2019 was primarily due to adjustments of certain working capital balances resulting from the Company’s 2018 business unit divestitures.

~~Loss on extinguishment of debt during the three and nine months ended September 30, 2020 was primarily related to the early redemption premium and write-off of deferred financing fees~~expense on our ~~redemption of the 2025 Notes on September 28, 2020.~~de-designated swaps.

Other (expense) income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. Other (expense) income, net for the ~~nine~~three and six months ended ~~September~~June 30, 2021 also included a $4.0 million loss and $11.8 million gain, respectively, on de-designated interest rate swaps. Other income (expense), net for the three and six months ended June 30, 2020 ~~also~~ included the release of $10.3 million on interest rate swaps from Accumulated other comprehensive loss, net related to forecasted interest payments ~~that were~~ no longer being probable ~~on our interest rate swap contracts, due to~~as a result of the ~~prepayment of $787.9 million~~payment under the ~~Company’s Term Loan A facility~~then outstanding 2016 Credit Agreement term loan and ~~repayment of all amounts outstanding under our~~ revolving credit facility on ~~our 2016 Credit Agreement.~~ ~~Other (expense) income, net for the three and nine months ended September~~June 30, ~~2019 included $9.1 million of unrealized appreciation related to a minority equity investment that we sold in October 2019.~~2020.

The effective income tax rate was ~~a benefit of 19.7%~~28.5% and ~~an expense of 22.1%~~6.6% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The effective income tax rate was ~~an expense of 13.4%~~26.7% and 16.5% for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~compared to a benefit of 0.3% for~~respectively. In 2020, the ~~nine months ended September 30, 2019. The year to date results for both years included material benefits from~~Company completed intercompany sales of certain intellectual property. ~~The~~Approximately $28.3 million of tax benefits were recognized as a result for the three and nine months results for both years also included movements in unrecognized tax benefits as well as changes in estimated geographical mix of earnings. The changes in effective tax rates were largely attributable to the differences in the relative impacts of these items period over period.

~~We completed intercompany sales of certain intellectual property in both 2020 and 2019. As a result, we recorded tax benefits of approximately $28.3 million and $38.1 million during the nine~~six months ended ~~September~~June 30, ~~2020 and 2019, respectively.~~2020. These benefits represented the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

~~In July 2020, we completed an intercompany contribution of~~ No such benefits are included in 2021. This drove a significant ~~amount of intellectual property. Our intellectual property footprint continues to evolve and may result~~increase in the effective income tax rate ~~volatility in~~period over period. In addition, during the ~~future.~~second quarter of 2021, the United Kingdom enacted legislation raising its corporate tax rate from 19% to 25% effective April 2023, which increased the Company’s effective income tax rate for the three and six months ended June 30, 2021

Net income for the three months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ was ~~$17.0~~$271.2 million and ~~$41.4~~$55.1 million, respectively, while net income for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ was ~~$147.1~~$435.3 million and ~~$165.6~~$130.2 million, respectively. Our diluted net

income per share during the three ~~and nine~~ months ended ~~September~~June 30, ~~2020 decreased~~2021 increased by ~~$0.27 and $0.19, respectively,~~$2.52 compared to the same ~~periods~~period in ~~2019.~~2020. The ~~decrease~~increase in net income during the three months ended ~~September~~June 30, ~~2020~~2021 was primarily the result of ~~the Loss on extinguishment of debt noted above, a decrease in~~increased revenues and ~~increased~~ ~~Interest expense,~~ ~~partially offset by reduced operating expenses and income tax expense. The decrease for~~ the ~~nine~~ ~~months ended~~ ~~September 30, 2020~~ ~~was the result of the Loss~~gain on ~~extinguishment of debt, increased~~ ~~Interest expense and Other expense, net and increased income tax expense,~~ event cancellation insurance claims, partially offset by an increase in ~~our 2020 operating income.~~income tax expense. The increase in net income during the six months ended June 30, 2021 was primarily the result of increased revenues, the gain on event cancellation insurance claims, the gain from de-designated interest rate swaps and the prior year loss on de-designation of interest rate swaps, partially offset by the increase in income tax expense.

SEGMENT RESULTS

We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Gross contribution margin is defined as gross contribution as a percent of revenues.

Reportable Segments

The Company’s reportable segments are as follows:

The sections below present the results of the Company’s three reportable business segments.

3633

Research

As Of And For The Three Months Ended September 30, 2020 As Of And For The Three Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease) As Of And For The Nine Months Ended September 30, 2020 As Of And For The Nine Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease)
Financial Measurements:
Revenues (1) $ 892,719 $ 840,998 $ 51,721 6 % $ 2,677,339 $ 2,492,427 $ 184,912 7 %
Gross contribution (1) $ 642,328 $ 582,502 $ 59,826 10 % $ 1,928,422 $ 1,729,967 $ 198,455 11 %
Gross contribution margin 72 % 69 % 3 points — 72 % 69 % 3 points —
Business Measurements:

Global Technology Sales (2):
Contract value (1), (3) $ 2,786,000 $ 2,649,000 $ 137,000 5 %
Client retention 80 % 82 % (2) points —
Wallet retention 99 % 105 % (6) points —
Global Business Sales (2):
Contract value (1), (3) $ 656,000 $ 621,000 $ 35,000 6 %
Client retention 82 % 81 % 1 point —
Wallet retention 99 % 97 % 2 points —


	As Of And For The Three Months Ended June 30, 2021			As Of And For The Three Months Ended June 30, 2020			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2021			As Of And For The Six Months Ended June 30, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:
Revenues (1)	$	1,003,238		$	875,329		$	127,909	15	%	$	1,982,970		$	1,784,620		$	198,350	11	%
Gross contribution (1)	$	742,131		$	632,624		$	109,507	17	%	$	1,466,503		$	1,286,094		$	180,409	14	%
Gross contribution margin	74		%	72		%	2 points		—		74		%	72		%	2 points		—
Business Measurements:
Global Technology Sales (2):
Contract value (1), (3)	$	3,066,000		$	2,814,000		$	252,000	9	%
Client retention	85		%	80		%	5 point		—
Wallet retention	101		%	100		%	1 point		—
Global Business Sales (2):
Contract value (1), (3)	$	770,000		$	652,000		$	118,000	18	%
Client retention	85		%	83		%	2 points		—
Wallet retention	110		%	100		%	10 points		—

(1)Dollars in thousands.

(2)Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all other functional leaders.

(3)Contract values are on a foreign exchange neutral basis. Contract values as of ~~September~~June 30, ~~2019~~2020 have been calculated using the same foreign currency rates as ~~2020.~~2021.

Research revenues increased by ~~$51.7~~$127.9 million during the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019,~~2020, or 6%15% on a reported basis and 11% excluding the foreign currency impact. The segment gross contribution margin was ~~72%~~74% and ~~69%~~72% during the ~~nine~~three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2020, Research~~2021, research revenues increased by ~~$184.9~~$198.4 million compared to the same period in ~~2019,~~2020, or 7%11% on a reported basis and 8% excluding the foreign currency impact. The increase in revenues during ~~2020~~2021 was primarily due to the same factors driving the trend in our Research contract value, which are discussed below. The improvement in margin of 32 points for ~~both~~ the three ~~and nine~~ months ended June 30, 2021 compared to the same prior year period was primarily due to the growth in ~~revenue and~~revenue. The six months ended June 30, 2021 also benefited from a decline in travel and entertainment expenses due to COVID-19 travel restrictions.

Total contract value increased to ~~$3.4~~$3.8 billion at ~~September~~June 30, ~~2020,~~2021, or 5%11% compared to ~~September~~June 30, ~~2019~~2020 on a foreign ~~exchange~~currency neutral basis. Global Technology Sales (“GTS”) contract value increased by 5%9% at ~~September~~June 30, ~~2020~~2021 when compared to ~~September~~June 30, ~~2019.~~2020. The increase in GTS contract value was primarily due to new business from new and existing ~~clients.~~clients, as well as improved client retention. Global Business Sales (“GBS”) contract value increased by 6%18% year-over-year, also primarily driven by new business from new and existing ~~clients.~~clients, as well as improved client retention.

GTS client retention was ~~80.1%~~85% and ~~81.7%~~80% as of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, while wallet retention was ~~98.7%~~101% and ~~104.7%~~100%, respectively. GBS client retention was ~~82.3%~~85% and ~~81.1%~~83% as of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, while wallet retention was ~~98.9%~~110% and ~~96.7%~~100%, respectively. The increase in GBS wallet retention was largely due to increased spending by existing clients. The number of GTS client enterprises ~~declined~~increased by 3%9% when compared to prior year, while GBS client enterprises declined by 9%1% at ~~September~~June 30, ~~2020~~2021 when compared to ~~September~~June 30, ~~2019.~~2020.

3734

Conferences

As Of And For The Three Months Ended September 30, 2020 As Of And For The Three Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease) As Of And For The Nine Months Ended September 30, 2020 As Of And For The Nine Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease)
Financial Measurements:
Revenues (1) $ 12,738 $ 66,286 $ (53,548) (81) % $ 26,925 $ 259,392 $ (232,467) (90) %
Gross contribution (1) $ 2,044 $ 27,465 $ (25,421) (93) % $ (15,246) $ 126,910 $ (142,156) (112) %
Gross contribution margin 16 % 41 % (25) points — (57) % 49 % nm —
Business Measurements:
Number of destination conferences (2) 2 18 (16) (89) % 7 57 (50) (88) %
Number of destination conferences attendees (2) 2,584 14,739 (12,155) (82) % 5,948 52,685 (46,737) (89) %

~~nm = not meaningful~~


	As Of And For The Three Months Ended June 30, 2021			As Of And For The Three Months Ended June 30, 2020		Increase (Decrease)		Percentage Increase (Decrease)	As Of And For The Six Months Ended June 30, 2021			As Of And For The Six Months Ended June 30, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:
Revenues (1)	$	58,179		$	317	$	57,862	nm	$	82,981		$	14,187		$	68,794	485	%
Gross contribution (1)	$	42,602		$	(11,230)	$	53,832	nm	$	56,498		$	(17,290)		$	73,788	(427)	%
Gross contribution margin	73		%	nm		nm		—	68		%	(122)		%	nm		—
Business Measurements:
Number of destination conferences (2)	13			—		13		nm	18			5			13		260	%
Number of destination conferences attendees (2)	15,269			—		15,269		nm	20,651			3,364			17,287		514	%

nm = not meaningful

(1)Dollars in thousands.

(2)Includes both virtual and in-person ~~destination~~ conferences. Single day, local meetings are excluded.

~~Due~~In response to the ~~outbreak of~~ COVID-19 pandemic, we cancelled all in-person conferences from March 2020 through at least August 2021, and pivoted to producing virtual conferences with a focus on maximizing the value we deliver to our clients. We held ~~no in-person destination~~13 and 18 virtual conferences during the three and six months ended ~~September~~June 30, ~~2020 and cancelled all in-person destination conferences for the remainder of 2020. However, we successfully held two destination conferences virtually during the~~ ~~three~~ ~~months ended September 30, 2020,~~2021, respectively, and plan on holding ~~13 destination~~additional virtual conferences ~~virtually for~~through the remainder of ~~2020. We began holding~~2021. Operationally, we are planning to resume some in-person conferences starting in September 2021, and we intend to continue to put on virtual ~~single day conferences during the second quarter.~~conferences. Conferences revenues ~~decreased~~increased by ~~$53.5~~$57.9 million during the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019, or 81% on a reported basis and excluding the foreign currency impact. Conference~~2020. Conferences revenues ~~decreased~~increased by ~~$232.5~~$68.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, compared to the same period in ~~2019, or 90% on a reported basis and excluding~~2020. The increase in revenues for the ~~foreign currency impact.~~three months ended June 30, 2021 was the result of the virtual conferences held during the period. The increase in revenues for the six months ended June 30, 2021 was due to the virtual conferences held during the period, as well as the use of ticket entitlements which we extended from 2020 due to the pandemic. Gross contribution ~~declined~~increased to~~$2.0~~ $42.6 million during the three months ended ~~September~~June 30, ~~2020~~2021 compared to ~~$27.5~~a loss of $11.2 million in the same period last year. Gross contribution ~~declined~~increased to ~~negative $15.2~~$56.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~positive $126.9~~a loss of $17.3 million in the same period last year.

3835

Consulting

As Of And For The Three Months Ended September 30, 2020 As Of And For The Three Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease) As Of And For The Nine Months Ended September 30, 2020 As Of And For The Nine Months Ended September 30, 2019 Increase
(Decrease) Percentage
Increase
(Decrease)
Financial Measurements:
Revenues (1) $ 89,161 $ 93,218 $ (4,057) (4) % $ 282,380 $ 290,009 $ (7,629) (3) %
Gross contribution (1) $ 28,161 $ 26,538 $ 1,623 6 % $ 91,086 $ 89,493 $ 1,593 2 %
Gross contribution margin 32 % 28 % 4 points — 32 % 31 % 1 point —
Business Measurements:
Backlog (1), (2) $ 96,000 $ 109,400 $ (13,400) (12) %
Billable headcount 737 809 (72) (9) %
Consultant utilization 60 % 57 % 3 points — 61 % 63 % (2) points —
Average annualized revenue per billable headcount (1) $ 364 $ 351 $ 13 4 % $ 361 $ 376 $ (15) (4) %


	As Of And For The Three Months Ended June 30, 2021			As Of And For The Three Months Ended June 30, 2020			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2021			As Of And For The Six Months Ended June 30, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:
Revenues (1)	$	105,902		$	97,489		$	8,413	9	%	$	205,406		$	193,219		$	12,187	6	%
Gross contribution (1)	$	42,770		$	33,542		$	9,228	28	%	$	81,868		$	62,925		$	18,943	30	%
Gross contribution margin	40		%	34		%	6 points		—		40		%	33		%	7 points		—
Business Measurements:
Backlog (1), (2)	$	108,400		$	101,600		$	6,800	7	%
Billable headcount	740			796			(56)		(7)	%
Consultant utilization	70		%	59		%	11 points		—		69		%	61		%	8 points		—
Average annualized revenue per billable headcount (1)	$	379		$	353		$	26	7	%	$	383		$	360		$	23	6	%

(1)Dollars in thousands.

(2)Backlog is on a foreign exchange neutral basis. Backlog as of ~~September~~June 30, ~~2019~~2020 has been calculated using the same foreign currency rates as ~~2020.~~2021.

Consulting revenues ~~decreased 4%~~increased 9% during the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 on a reported basis and 6%4% excluding the foreign currency impact, with a revenue ~~decrease~~increase in labor-based ~~core~~ consulting of ~~5%,~~25% and a decrease in contract optimization of 3%31%, each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the ~~third~~second quarter of ~~2020~~2021 may not be indicative of results for the remainder of ~~2020~~2021 or beyond. The segment gross contribution margin was ~~32%~~40% and ~~28%~~34% for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The increase in gross contribution margin during the ~~third~~second quarter of ~~2020~~2021 was primarily due to ~~benefits derived from certain cost-reduction initiatives, including a decline~~the increase in ~~travel and entertainment expenses due to COVID-19 travel restrictions.~~revenue, as well as reduced personnel expenses. Consultant utilization increased by 311 points during the three months ended ~~September~~June 30, ~~2020~~2021 compared to the same period in ~~2019~~2020 due to a reduction in billable ~~headcount, offset by a decrease in backlog.~~headcount.

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, Consulting revenues ~~decreased 3%~~increased 6% compared to the same period in ~~2019~~2020 on a reported basis and 2% excluding the foreign currency impact, while the segment gross contribution margin increased by ~~1 point.~~7 points. The ~~decrease~~increase in revenues was due to ~~a decrease in labor-based core consulting, partially offset by an~~the same factors that caused the increase ~~in contract optimization.~~during the second quarter of 2021.

Backlog ~~decreased~~increased by ~~$13.4~~$6.8 million, or ~~12%~~7%, from ~~September~~June 30, ~~2019~~2020 to ~~September~~June 30, ~~2020.~~2021 on a foreign currency neutral basis. The ~~$96.0~~$108.4 million of backlog at ~~September~~June 30, ~~2020~~2021 represented approximately four months of backlog, which is in line with the Company’s operational target.

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and borrowings. Note 78 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At ~~September~~June 30, ~~2020,~~2021, we had ~~$553.7~~$796.3 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2020 Credit Agreement. We believe that the Company has adequate liquidity to meet its currently anticipated needs for at least the next twelve months. ~~As a cautionary measure, we have elected to suspend our share repurchase activity.~~

We have historically generated significant cash flows from our operating activities. Our operating cash flow has been continuously maintained by the leverage characteristics of our subscription-based business model in our Research segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, has resulted in ~~historically~~continuously strong operating cash flow. Cash flow generation has also benefited ~~historically~~ from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.

Our cash and cash equivalents are held in numerous locations throughout the world with ~~46%~~60% held overseas at ~~September~~June 30, ~~2020.~~2021. We intend to reinvest substantially all of our accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we believe that the income tax impact if such earnings were repatriated would be minimal.

The table below summarizes the changes in the Company’s cash balances for the periods indicated (in thousands).


		Nine Months Ended September 30, 2020		Nine Months Ended September 30, 2019		Increase (Decrease)			Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Increase (Decrease)
Cash provided by operating activities	Cash provided by operating activities	$	642,830	$	482,601	$	160,229	Cash provided by operating activities	$	732,645	$	398,917	$	333,728
Cash used in investing activities	Cash used in investing activities	(60,845)		(97,996)		37,151		Cash used in investing activities	(47,253)		(45,865)		(1,388)
Cash used in financing activities	Cash used in financing activities	(318,025)		(232,813)		(85,212)		Cash used in financing activities	(590,237)		(275,753)		(314,484)
Net increase in cash and cash equivalents		263,960		151,792		112,168
Net increase in cash and cash equivalents and restricted cash								Net increase in cash and cash equivalents and restricted cash	95,155		77,299		17,856
Effects of exchange rates	Effects of exchange rates	8,919		(3,728)		12,647		Effects of exchange rates	(7,281)		(1,502)		(5,779)
Beginning cash and cash equivalents	Beginning cash and cash equivalents	280,836		158,663		122,173		Beginning cash and cash equivalents	712,583		280,836		431,747
Ending cash and cash equivalents		$	553,715	$	306,727	$	246,988
Ending cash and cash equivalents and restricted cash								Ending cash and cash equivalents and restricted cash	$	800,457	$	356,633	$	443,824

Operating

Cash provided by operating activities was ~~$642.8~~$732.6 million and ~~$482.6~~$398.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The year-over-year increase was primarily due to higher pre-tax income in the ~~2020~~2021 period, in part due to a $135.5 million gain on event cancellation insurance claims, and an increase in ~~accounts payable and accrued and other liabilities due to~~deferred revenues resulting from increased ~~accrued payroll, fringe benefits and customer deposits and reduced income tax payments,~~bookings in Research, partially offset by higher ~~bonus payments made in 2020 related to 2019, and higher interest payments, due to the repayment of our 2025 Notes in September 2020.~~income tax payments.

Investing

Cash used in investing activities was ~~$60.8~~$47.3 million and ~~$98.0~~$45.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The cash used in ~~both periods~~2021 was ~~primarily~~ for capital ~~expenditures.~~expenditures and the acquisition of Pulse Q&A Inc. The ~~decrease~~increase from ~~2019~~2020 to ~~2020~~2021 was the result of the 2021 acquisition of Pulse Q&A Inc., partially offset by reduced capital spending in response to the COVID-19 pandemic.

Financing

Cash used in financing activities was ~~$318.0~~$590.2 million and ~~$232.8~~$275.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. During the ~~2020~~2021 period, we issued $600.0 million of 3.625% Senior Notes due 2029, and repaid $100.0 million on our term loan facility under the 2020 Credit Agreement with a portion of the proceeds from the issuance of the 2029 Notes. We also repaid a net ~~$148.0~~$5.0 million on our revolving credit facility under the ~~2016~~2020 Credit Agreement, paid a net ~~$53.3~~$105.3 million in debt principal repayments and used ~~$76.1~~$1,083.4 million of cash for share repurchases. ~~Additionally, we paid $23.6 million in deferred financing fees and $30.8 million in early redemption premium payments related to our financing activities discussed below.~~ During the ~~2019~~2020 period, ~~the Company borrowed $5.0 million, repaid a net~~we issued $800.0

4037

~~$35.0~~million of 4.50% Senior Notes due 2028, paid a net $148.0 million on our then existing revolving credit facility, paid a net ~~$74.6~~$853.1 million in debt principal repayments and ~~paid $141.4~~used $73.9 million of cash for share repurchases.

Debt

As of ~~September~~June 30, ~~2020,~~2021, the Company had ~~$2.0~~$2.5 billion of principal amount of debt outstanding, of which ~~$5.1~~$2.7 million is to be repaid in the remainder of fiscal year ~~2020.~~2021. Note 78 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. From time to time, the Company may seek to retire or repurchase its outstanding debt through various methods including open market repurchases, negotiated block transactions, or otherwise, all or some of which may be effected through Rule 10b5-1 plans. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors, and may involve material amounts.

On ~~September 28, 2020,~~June 18, 2021, the Company issued ~~$800.0~~$600.0 million aggregate principal amount of ~~3.75%~~3.625% Senior Notes due ~~2030.~~2029. The ~~2030~~2029 Notes were issued pursuant to the ~~2030~~2029 Note Indenture, dated as of ~~September 28, 2020,~~June 18, 2021, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2030 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

The ~~2030~~2029 Notes were issued at an issue price of 100.00% and bear interest at a rate of ~~3.75%~~3.625% per annum. Interest on the ~~2030~~2029 Notes is payable on ~~April 1~~June 15 and ~~October 1~~December 15 of each year, beginning on ~~April 1,~~December 15, 2021. The Notes will mature on ~~October 1, 2030.~~June 15, 2029.

The Company used a portion of the net proceeds of the ~~2030~~2029 Notes ~~together with cash on hand, were used~~(i) to ~~redeem our~~repay $100.0 million of the outstanding borrowings under the Company’s existing ~~5.125% senior notes due 2025~~term loan facility and (ii) to pay related fees and ~~expenses.~~expenses The Company intends to use the remaining net proceeds from the issuance of the 2029 Notes for general corporate purposes.

On September 28, 2020, we entered into the 2020 Credit Agreement among Gartner, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, which amended and restated the 2016 Credit Agreement, dated as of June 17, 2016.

The 2020 Credit Agreement provides for a $400.0 million senior secured five-year term loan facility and a $1.0 billion senior secured five-year revolving facility. The term and revolving facilities may be increased, at our option and under certain conditions, by up to an additional $1.0 billion in the aggregate plus additional amounts subject to the satisfaction of certain conditions, including a maximum secured leverage ratio. The term loan will be repaid in consecutive quarterly installments commencing December 31, 2020, plus a final payment due on September 28, 2025, and may be prepaid at any time without penalty or premium (other than applicable breakage costs) at our option. The revolving credit facility may be used for loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until September 28, 2025, at which time all amounts borrowed must be repaid.

On September 28, 2020, we drew down $400.0 million in term loans. The initial drawdown was used to refinance the outstanding amounts under the 2016 Credit Agreement. Additional amounts drawn down under the 2020 Credit Agreement will be used for general corporate purposes, including the funding of acquisitions, payment of capital expenditures and the repurchase of shares.

The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio, and covenants limiting our ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures, make investments and enter into certain transactions with affiliates. The Company was in full compliance with all covenants as of September 30, 2020, including the Consolidated Leverage Ratio (as defined in the 2020 Credit Agreement). The Company’s Consolidated Leverage Ratio as of September 30, 2020 was 2.3 compared to the maximum of 5.0 permitted under the 2020 Credit Agreement.

On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to the 2028 Note Indenture, dated as of June 22, 2020, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2028 Notes were offered and sold only to persons reasonably believed to be qualified institutional buyers (as defined in the Securities Act) pursuant to Rule 144A under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

The 2028 Notes were issued at an issue price of 100.00% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The Notes will mature on July 1, 2028.

~~We used proceeds from the 2028 Notes to prepay $787.9 million of the Term Loan A facility under the 2016 Credit Agreement.~~

OFF BALANCE SHEET ARRANGEMENTS

~~Through September~~From January 1, 2021 through June 30, ~~2020,~~2021, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

As of ~~September~~June 30, ~~2020,~~2021, the Company had ~~$2.0~~$2.5 billion in total debt principal outstanding. Note 78 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

Approximately ~~$0.4~~$0.3 billion of the Company’s total debt outstanding as of ~~September~~June 30, ~~2020~~2021 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contracts, which effectively convert the floating base interest rates on all of our variable rate borrowings to fixed rates.

FOREIGN CURRENCY RISK

A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our ~~consolidated financial statements~~Condensed Consolidated Financial Statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.

Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At ~~September~~June 30, ~~2020,~~2021, we had ~~$553.7~~$796.3 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on ~~September~~June 30, ~~2020~~2021 could have increased or decreased by approximately ~~$25.0~~$55.1 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.

Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of ~~September~~June 30, ~~2020~~2021 had an immaterial net unrealized loss.

CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company’s cash and cash equivalents, interest rate swap contracts and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.

4339

ITEM 4. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported in a timely manner. Specifically, these controls and procedures ensure that the information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of ~~September~~June 30, ~~2020,~~2021, of the effectiveness of the design and operation of our disclosure controls and procedures, 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 the Company’s 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 under the Exchange Act.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in legal and administrative 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, cash flows or results of operations when resolved in a future period.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2019 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterly period ended March 31,~~ 2020.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

~~The Company h~~In May 2015, the asCompany’s Board of Directors (the “Board”) authorized a ~~$1.2 billion board authorization~~share repurchase program to repurchase ~~its~~up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $300 million and $500 million of the Company’s common stock ~~on the open market.~~in February 2021 and April 2021, respectively. The Board authorized incremental shares repurchases of up to an additional $800 million in July 2021. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended ~~September~~June 30, ~~2020~~2021 pursuant to ~~our $1.2~~the prior $2.0 billion share repurchase authorization and the settlement of stock-based compensation awards.

Period Total
Number of
Shares
Purchased (#) Average
Price Paid
Per Share ($) Total Number of Shares Purchased Under Announced Programs (#) Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs
(in thousands)
July 1, 2020 to July 31, 2020 636 $ 125.03 — $ 681,062
August 1, 2020 to August 31, 2020 10,857 131.09 — 681,062
September 1, 2020 to September 30, 2020 5,674 132.56 — $ 681,062
Total for the quarter (1) 17,167 $ 131.35 —


Period	Total Number of Shares Purchased (#)	Average Price Paid Per Share ($)		Total Number of Shares Purchased Under Announced Programs (#)	Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands)

April 1, 2021 to April 30, 2021	1,091,177	$	192.22	1,090,437	$	789,735
May 1, 2021 to May 31, 2021	595,272	228.52		543,320	665,739
June 1, 2021 to June 30, 2021	1,408,257	234.25		1,407,446	$	336,054
Total for the quarter (1)	3,094,706	$	218.33	3,041,203

(1)~~All of the~~The repurchased shares ~~repurchased~~ during the three months ended ~~September~~June 30, ~~2020 related to~~2021 included purchases for both the settlement of ~~the Company’s~~ stock-based compensation ~~awards.~~awards and open market purchases.

ITEM 6. EXHIBITS


EXHIBIT NUMBER						DESCRIPTION OF DOCUMENT

~~4.1~~3.1 (1)						By-laws of Gartner, Inc. (as amended through April 29, 2021) ~~(1)~~.

4.1 (2)						Indenture (including form of Notes), dated as of ~~September 28, 2020,~~June 18, 2021, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the ~~$800,000,000~~$600,000,000 aggregate principal amount of ~~3.750%~~3.625% Senior Notes due ~~2030.~~2029.

10.1 (1) ~~(1)~~						~~Amended~~Amendment to Employment Agreement between Eugene A. Hall and ~~Restated Credit Amendment,~~the Company dated as of ~~September 28, 2020, among Gartner, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.~~ April 29, 202 1 .

10.2 (3) ~~(1)~~						~~Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among~~ Gartner, Inc. ~~each subsidiary guarantor party thereto~~2011 Employee Stock Purchase Plan, as amended and ~~JPMorgan Chase Bank, N.A.~~restated , effective September 1, 2021 .

31.1*						Certification of chief executive officer under Rule 13a — 14(a)/15d — 14(a).

31.2*						Certification of chief financial officer under Rule 13a — 14(a)/15d — 14(a).

32*						Certification under 18 U.S.C. 1350.

101.INS*						Inline XBRL Instance Document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*						Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

* Filed with this report.

(1)Incorporated by reference from the Company’s Current Report on Form 8-K filed on ~~September 28, 2020.~~May 5, 2021.

(2)Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021.

(3)Incorporated by reference from Appendix A of the Company’s Definitive Proxy Statement filed on April 19, 2021.

Items 3 and 4 of Part II are not applicable and have been omitted.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Gartner, Inc.

Date:	~~November~~August 3, ~~2020~~2021	/s/ Craig W. Safian
		Craig W. Safian
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

4742


December 31, 2019	Customer Relationships		Software		Content		Other		Total
Gross cost	$	1,145,109	$	111,033	$	14,140	$	30,838	$	1,301,120
Accumulated amortization (1)	(283,369)		(61,564)		(11,225)		(19,875)		(376,033)
Balance at December 31, 2019	$	861,740	$	49,469	$	2,915	$	10,963	$	925,087


2020 (remaining three months)	$	30,226
2021	104,109
2022	94,288
2023	94,272
2024	88,975
Thereafter	409,124
	$	820,994


Description	September 30, 2020		December 31, 2019
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1)	$	9,010	$	2,277
Total Level 1 inputs	9,010		2,277
Values based on Level 2 inputs:
Deferred compensation plan assets (1)	69,568		73,419
Foreign currency forward contracts (2)	71		1,558

Total Level 2 inputs	69,639		74,977
Total Assets	$	78,649	$	77,254
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)	$	84,053	$	79,556
Foreign currency forward contracts (2)	176		1,499
Interest rate swap contracts (3)	120,532		64,831
2025 Notes (4)	0		835,384
2028 Notes (5)	840,392		0
2030 Notes (6)	810,752		0
Total Level 2 inputs	1,855,905		981,270
Total Liabilities	$	1,855,905	$	981,270