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 June 30, ~~2021~~2022
			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 July ~~30, 2021, 83,648,748~~29, 2022, 79,093,899 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 June 3 0 , ~~2021~~2022 and December 31, ~~2020~~2021			3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			4
Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three and Six Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			5
Condensed Consolidated Statements of Changes in ~~Stockholders'~~ Stockholders ’(Deficit) Equity for the Three and Six Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , ~~2021~~2022 and ~~2020~~2021			7
Notes to Condensed Consolidated Financial Statements			8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			39
ITEM 4. CONTROLS AND PROCEDURES			40
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			41
ITEM 1A. RISK FACTORS			41
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			41

ITEM 6. EXHIBITS			42

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


		June 30,		December 31,			June 30,		December 31,
		2021		2020			2022		2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	796,257	$	712,583	Cash and cash equivalents	$	360,473	$	756,493
Fees receivable, net of allowances of $8,000 and $10,000, respectively		1,102,562		1,241,508
Fees receivable, net of allowances of $9,500 and $6,500, respectively						Fees receivable, net of allowances of $9,500 and $6,500, respectively	1,171,996		1,365,180
Deferred commissions	Deferred commissions	248,447		259,755		Deferred commissions	312,048		380,569
Prepaid expenses and other current assets	Prepaid expenses and other current assets	109,900		109,212		Prepaid expenses and other current assets	136,765		117,838
Total current assets	Total current assets	2,257,166		2,323,058		Total current assets	1,981,282		2,620,080
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net	309,222		336,765		Property, equipment and leasehold improvements, net	250,315		273,562
Operating lease right-of-use assets	Operating lease right-of-use assets	618,132		647,283		Operating lease right-of-use assets	481,551		548,258
Goodwill	Goodwill	2,955,466		2,945,547		Goodwill	2,943,257		2,951,317
Intangible assets, net	Intangible assets, net	775,479		806,998		Intangible assets, net	645,368		714,418
Other assets	Other assets	272,875		256,316		Other assets	288,821		308,689
Total Assets	Total Assets	$	7,188,340	$	7,315,967	Total Assets	$	6,590,594	$	7,416,324
Liabilities and Stockholders’ Equity
Liabilities and Stockholders’ (Deficit) Equity						Liabilities and Stockholders’ (Deficit) Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	752,241	$	952,431	Accounts payable and accrued liabilities	$	775,371	$	1,134,814
Deferred revenues	Deferred revenues	2,152,043		1,974,548		Deferred revenues	2,396,143		2,238,035
Current portion of long-term debt	Current portion of long-term debt	5,322		20,515		Current portion of long-term debt	6,868		5,931
Total current liabilities	Total current liabilities	2,909,606		2,947,494		Total current liabilities	3,178,382		3,378,780
Long-term debt, net of deferred financing fees	Long-term debt, net of deferred financing fees	2,457,854		1,958,286		Long-term debt, net of deferred financing fees	2,455,506		2,456,833
Operating lease liabilities	Operating lease liabilities	745,108		780,166		Operating lease liabilities	646,677		697,766
Other liabilities	Other liabilities	548,134		539,593		Other liabilities	452,896		511,887
Total Liabilities	Total Liabilities	6,660,702		6,225,539		Total Liabilities	6,733,461		7,045,266
Stockholders’ Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; NaN issued or outstanding		0		0
Stockholders’ (Deficit) Equity						Stockholders’ (Deficit) Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding						Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	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	2,031,726		1,968,930		Additional paid-in capital	2,136,684		2,074,896
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(82,978)		(99,228)		Accumulated other comprehensive loss, net	(104,516)		(81,431)
Accumulated earnings	Accumulated earnings	2,690,803		2,255,467		Accumulated earnings	3,426,467		3,049,027
Treasury stock, at cost, 79,464,479 and 74,759,985 common shares, respectively		(4,111,995)		(3,034,823)
Total Stockholders’ Equity		527,638		1,090,428
Total Liabilities and Stockholders’ Equity		$	7,188,340	$	7,315,967
Treasury stock, at cost, 84,107,724 and 81,205,504 common shares, respectively						Treasury stock, at cost, 84,107,724 and 81,205,504 common shares, respectively	(5,601,584)		(4,671,516)
Total Stockholders’ (Deficit) Equity						Total Stockholders’ (Deficit) Equity	(142,867)		371,058
Total Liabilities and Stockholders’ (Deficit) Equity						Total Liabilities and Stockholders’ (Deficit) Equity	$	6,590,594	$	7,416,324

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Revenues:	Revenues:									Revenues:
Research	Research	$	1,003,238	$	875,329	$	1,982,970	$	1,784,620	Research	$	1,142,329	$	1,003,238	$	2,278,709	$	1,982,970
Conferences	Conferences	58,179		317		82,981		14,187		Conferences	113,525		58,179		123,879		82,981
Consulting	Consulting	105,902		97,489		205,406		193,219		Consulting	120,667		105,902		236,673		205,406

Total revenues	Total revenues	1,167,319		973,135		2,271,357		1,992,026		Total revenues	1,376,521		1,167,319		2,639,261		2,271,357
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services and product development	Cost of services and product development	350,802		322,551		685,269		663,829		Cost of services and product development	424,535		350,802		801,568		685,269
Selling, general and administrative	Selling, general and administrative	488,496		494,840		975,751		991,479		Selling, general and administrative	604,911		488,496		1,222,815		975,751
Depreciation	Depreciation	25,851		22,728		51,601		45,245		Depreciation	22,910		25,851		46,111		51,601
Amortization of intangibles	Amortization of intangibles	26,154		31,208		56,668		63,387		Amortization of intangibles	24,754		26,154		49,902		56,668
Acquisition and integration charges	Acquisition and integration charges	1,302		2,157		1,942		3,716		Acquisition and integration charges	2,289		1,302		4,496		1,942
Total costs and expenses	Total costs and expenses	892,605		873,484		1,771,231		1,767,656		Total costs and expenses	1,079,399		892,605		2,124,892		1,771,231
Operating income	Operating income	274,714		99,651		500,126		224,370		Operating income	297,122		274,714		514,369		500,126
Interest expense, net	Interest expense, net	(27,390)		(30,296)		(53,539)		(56,644)		Interest expense, net	(29,719)		(27,390)		(61,113)		(53,539)
Gain on event cancellation insurance claims	Gain on event cancellation insurance claims	135,545		0		135,545		0		Gain on event cancellation insurance claims	—		135,545		—		135,545

Other (expense) income, net		(3,682)		(10,399)		11,808		(11,915)
Other income (expense), net										Other income (expense), net	8,548		(3,682)		37,754		11,808
Income before income taxes	Income before income taxes	379,187		58,956		593,940		155,811		Income before income taxes	275,951		379,187		491,010		593,940
Provision for income taxes	Provision for income taxes	107,951		3,879		158,604		25,637		Provision for income taxes	71,026		107,951		113,570		158,604
Net income	Net income	$	271,236	$	55,077	$	435,336	$	130,174	Net income	$	204,925	$	271,236	$	377,440	$	435,336

Net income per share:	Net income per share:									Net income per share:
Basic	Basic	$	3.16	$	0.62	$	5.00	$	1.46	Basic	$	2.55	$	3.16	$	4.65	$	5.00
Diluted	Diluted	$	3.13	$	0.61	$	4.95	$	1.45	Diluted	$	2.53	$	3.13	$	4.60	$	4.95
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	85,712		89,323		87,032		89,271		Basic	80,271		85,712		81,145		87,032
Diluted	Diluted	86,589		89,780		87,921		89,967		Diluted	80,974		86,589		82,011		87,921

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	271,236	$	55,077	$	435,336	$	130,174	Net income	$	204,925	$	271,236	$	377,440	$	435,336
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:										Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	4,639		23,817		5,316		(22,564)		Foreign currency translation adjustments	(25,431)		4,639		(32,229)		5,316
Interest rate swaps – net change in deferred gain or loss	Interest rate swaps – net change in deferred gain or loss	5,457		2,900		10,727		(41,832)		Interest rate swaps – net change in deferred gain or loss	3,869		5,457		9,239		10,727
Pension plans – net change in deferred actuarial loss	Pension plans – net change in deferred actuarial loss	104		80		207		159		Pension plans – net change in deferred actuarial loss	(143)		104		(95)		207
Other comprehensive income (loss), net of tax		10,200		26,797		16,250		(64,237)
Other comprehensive (loss) income, net of tax										Other comprehensive (loss) income, net of tax	(21,705)		10,200		(23,085)		16,250
Comprehensive income	Comprehensive income	$	281,436	$	81,874	$	451,586	$	65,937	Comprehensive income	$	183,220	$	281,436	$	354,355	$	451,586

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity

(Unaudited; in thousands)

~~Three and Six Months Ended June 30, 2021~~


Three and Six Months Ended June 30, 2022														Three and Six Months Ended June 30, 2022
		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, 2020		$	82	$	1,968,930	$	(99,228)	$	2,255,467	$	(3,034,823)	$	1,090,428
Balance at December 31, 2021														Balance at December 31, 2021	$	82	$	2,074,896	$	(81,431)	$	3,049,027	$	(4,671,516)	$	371,058
Net income	Net income	—		—		—		164,100		—		164,100		Net income	—		—		—		172,515		—		172,515
Other comprehensive income		—		—		6,050		—		—		6,050
Other comprehensive loss														Other comprehensive loss	—		—		(1,380)		—		—		(1,380)
Issuances under stock plans	Issuances under stock plans	—		(1,543)		—		—		6,923		5,380		Issuances under stock plans	—		579		—		—		6,385		6,964
Common share repurchases	Common share repurchases	—		—		—		—		(410,450)		(410,450)		Common share repurchases	—		—		—		—		(463,125)		(463,125)
Stock-based compensation expense	Stock-based compensation expense	—		36,086		—		—		—		36,086		Stock-based compensation expense	—		32,121		—		—		—		32,121
Balance at March 31, 2021		$	82	$	2,003,473	$	(93,178)	$	2,419,567	$	(3,438,350)	$	891,594
Balance at March 31, 2022														Balance at March 31, 2022	$	82	$	2,107,596	$	(82,811)	$	3,221,542	$	(5,128,256)	$	118,153
Net income	Net income	—		—		—		271,236		—		271,236		Net income	—		—		—		204,925		—		204,925
Other comprehensive income		—		—		10,200		—		—		10,200
Other comprehensive loss														Other comprehensive loss	—		—		(21,705)		—		—		(21,705)
Issuances under stock plans	Issuances under stock plans	—		2,063		—		—		2,017		4,080		Issuances under stock plans	—		4,634		—		—		427		5,061
Common share repurchases	Common share repurchases	—		—		—		—		(675,662)		(675,662)		Common share repurchases	—		—		—		—		(473,755)		(473,755)
Stock-based compensation expense	Stock-based compensation expense	—		26,190		—		—		—		26,190		Stock-based compensation expense	—		24,454		—		—		—		24,454
Balance at June 30, 2021		$	82	$	2,031,726	$	(82,978)	$	2,690,803	$	(4,111,995)	$	527,638
Balance at June 30, 2022														Balance at June 30, 2022	$	82	$	2,136,684	$	(104,516)	$	3,426,467	$	(5,601,584)	$	(142,867)

~~Three and Six Months Ended June 30, 2020~~


Three and Six Months Ended June 30, 2021														Three and Six Months Ended June 30, 2021
		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, 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
Balance at December 31, 2020														Balance at December 31, 2020	$	82	$	1,968,930	$	(99,228)	$	2,255,467	$	(3,034,823)	$	1,090,428
Net income	Net income	—		—		—		55,077		—		55,077		Net income	—		—		—		164,100		—		164,100
Other comprehensive income	Other comprehensive income	—		—		26,797		—		—		26,797		Other comprehensive income	—		—		6,050		—		—		6,050
Issuances under stock plans	Issuances under stock plans	—		3,223		—		—		867		4,090		Issuances under stock plans	—		(1,543)		—		—		6,923		5,380
Common share repurchases	Common share repurchases	—		—		—		—		(698)		(698)		Common share repurchases	—		—		—		—		(410,450)		(410,450)
Stock-based compensation expense	Stock-based compensation expense	—		15,678		—		—		—		15,678		Stock-based compensation expense	—		36,086		—		—		—		36,086
Balance at June 30, 2020		$	82	$	1,941,509	$	(142,175)	$	2,118,896	$	(2,927,093)	$	991,219
Balance at March 31, 2021														Balance at March 31, 2021	$	82	$	2,003,473	$	(93,178)	$	2,419,567	$	(3,438,350)	$	891,594
Net income														Net income	—		—		—		271,236		—		271,236
Other comprehensive income														Other comprehensive income	—		—		10,200		—		—		10,200
Issuances under stock plans														Issuances under stock plans	—		2,063		—		—		2,017		4,080
Common share repurchases														Common share repurchases	—		—		—		—		(675,662)		(675,662)
Stock-based compensation expense														Stock-based compensation expense	—		26,190		—		—		—		26,190
Balance at June 30, 2021														Balance at June 30, 2021	$	82	$	2,031,726	$	(82,978)	$	2,690,803	$	(4,111,995)	$	527,638

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


		Six Months Ended					Six Months Ended
		June 30,					June 30,
		2021		2020			2022		2021
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	435,336	$	130,174	Net income	$	377,440	$	435,336
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	108,269		108,632		Depreciation and amortization	96,013		108,269
Stock-based compensation expense	Stock-based compensation expense	62,276		40,807		Stock-based compensation expense	56,575		62,276
Deferred taxes	Deferred taxes	2,294		(1,813)		Deferred taxes	3,256		2,294

Loss on impairment of lease related assets						Loss on impairment of lease related assets	35,501		—
Reduction in the carrying amount of operating lease right-of-use assets	Reduction in the carrying amount of operating lease right-of-use assets	37,261		43,256		Reduction in the carrying amount of operating lease right-of-use assets	35,366		37,261
Amortization and write-off of deferred financing fees	Amortization and write-off of deferred financing fees	1,914		5,392		Amortization and write-off of deferred financing fees	2,273		1,914
Amortization of deferred swap losses from de-designation		0		10,320
Gain on de-designated swaps	Gain on de-designated swaps	(11,751)		0		Gain on de-designated swaps	(40,547)		(11,751)
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Fees receivable, net	Fees receivable, net	132,650		261,124		Fees receivable, net	159,098		132,650
Deferred commissions	Deferred commissions	10,494		31,255		Deferred commissions	60,156		10,494
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(822)		14,202		Prepaid expenses and other current assets	(20,248)		(822)
Other assets	Other assets	(23,769)		(932)		Other assets	11,317		(23,769)
Deferred revenues	Deferred revenues	190,814		(149,615)		Deferred revenues	212,083		190,814
Accounts payable and accrued and other liabilities	Accounts payable and accrued and other liabilities	(212,321)		(93,885)		Accounts payable and accrued and other liabilities	(404,891)		(212,321)
Cash provided by operating activities	Cash provided by operating activities	732,645		398,917		Cash provided by operating activities	583,392		732,645
Investing activities:	Investing activities:					Investing activities:
Additions to property, equipment and leasehold improvements	Additions to property, equipment and leasehold improvements	(24,479)		(45,865)		Additions to property, equipment and leasehold improvements	(38,385)		(24,479)
Acquisitions - cash paid (net of cash acquired)	Acquisitions - cash paid (net of cash acquired)	(22,774)		0		Acquisitions - cash paid (net of cash acquired)	—		(22,774)

Cash used in investing activities	Cash used in investing activities	(47,253)		(45,865)		Cash used in investing activities	(38,385)		(47,253)
Financing activities:	Financing activities:					Financing activities:
Proceeds from employee stock purchase plan	Proceeds from employee stock purchase plan	9,414		9,719		Proceeds from employee stock purchase plan	11,995		9,414
Proceeds from borrowings	Proceeds from borrowings	600,000		800,000		Proceeds from borrowings	—		600,000

Payments of deferred financing fees	Payments of deferred financing fees	(6,045)		(10,516)		Payments of deferred financing fees	—		(6,045)
Proceeds from revolving credit facility		0		327,000

Payments on revolving credit facility	Payments on revolving credit facility	(5,000)		(475,000)		Payments on revolving credit facility	—		(5,000)
Payments on borrowings	Payments on borrowings	(105,256)		(853,094)		Payments on borrowings	(2,663)		(105,256)
Purchases of treasury stock	Purchases of treasury stock	(1,083,350)		(73,862)		Purchases of treasury stock	(929,880)		(1,083,350)
Cash used in financing activities	Cash used in financing activities	(590,237)		(275,753)		Cash used in financing activities	(920,548)		(590,237)
Net increase in cash and cash equivalents and restricted cash		95,155		77,299
Net (decrease) increase in cash and cash equivalents and restricted cash						Net (decrease) increase in cash and cash equivalents and restricted cash	(375,541)		95,155
Effects of exchange rates on cash and cash equivalents	Effects of exchange rates on cash and cash equivalents	(7,281)		(1,502)		Effects of exchange rates on cash and cash equivalents	(20,479)		(7,281)
Cash and cash equivalents, beginning of period		712,583		280,836
Cash and cash equivalents and restricted cash, beginning of period						Cash and cash equivalents and restricted cash, beginning of period	760,602		712,583
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	800,457	$	356,633	Cash and cash equivalents and restricted cash, end of period	$	364,582	$	800,457

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) ~~is the world’s leading research~~ delivers actionable, objective insight to executives and ~~advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice~~their teams. Our expert guidance and tools ~~to achieve their mission–~~enable faster, smarter decisions and stronger performance on an organization’s 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.priorities.

Segments. Gartner delivers its products and services globally through 3 business segments: Research, Conferences and Consulting. Revenues and other financial information for ~~our~~the Company’s segments are discussed in Note 7 — Segment Information.

Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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 six months ended June 30, ~~2021~~2022 may not be indicative of the results of operations for the remainder of ~~2021~~2022 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

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

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

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

Cash and cash equivalents and restricted cash. ~~For~~Below is a table presenting the ~~six months ended June 30, 2021,~~beginning-of-period and end-of-period cash amounts from the ~~end of period~~Company’s Condensed Consolidated Balance Sheets and the total cash ~~and cash equivalents and restricted cash balance of $800.5 million~~amounts presented in the ~~accompanying~~ Condensed Consolidated Statements of Cash Flows ~~consisted~~(in thousands).


	June 30,		December 31,
	2022		2021
Cash and cash equivalents	$	360,473	$	756,493
Restricted cash classified in (1):
Prepaid expenses and other current assets	4,109		4,109
Cash and cash equivalents and restricted cash	$	364,582	$	760,602

(1)Restricted cash consists of ~~$796.3 million~~escrow accounts established in connection with certain of the Company’s business acquisitions. Generally, such cash ~~and cash equivalents and $4.2 million of~~is restricted ~~cash.~~ to use due to provisions contained in the underlying stock or asset purchase agreement.

The Company will disburse the restricted cash ~~was classified~~to the sellers of the businesses upon satisfaction of any contingencies described in ~~Other Assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, 2021.~~such agreements (e.g., potential indemnification claims).

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

Gain on event cancellation insurance claims.In May 2021, the Company received $150.0 million of proceeds related to 2020 event cancellation insurance claims, and recorded a pre-tax gain of $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 be realizable.

Adoption of new accounting standards. The Company adopted the accounting standard described below during the six months ended June 30, ~~2021.~~2022.

~~Simplifying the Accounting for Income Taxes~~Business Combinations —In ~~December 2019,~~October 2021, the FASB issued ASU No. ~~2019-12,~~2021-08, ~~Income Taxes—Simplifying the~~Business Combinations, Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. ~~2019-12”~~2021-08”). ASU No. ~~2019-12~~2021-08 provides ~~new~~ guidance for a business combination on how to ~~simplify~~recognize and measure contract assets and contract liabilities from revenue contracts with customers and other contracts that apply the ~~accounting~~provisions of ASC Topic 606, Revenue from Contracts with Customers. Specifically, the proposed amendments would require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with U.S. GAAP). The rule will be effective for ~~income taxes in certain areas, changes the accounting for select income tax transactions and makes minor ASC improvements. Gartner adopted ASU No. 2019-12~~public entities on January 1, ~~2021. The~~2023, with early adoption ofpermitted. Gartner has elected to adopt ASU No. ~~2019-12 did~~2021-08 effective January 1, 2022. ASU No. 2021-08 will not ~~have a material~~ impact acquired contract assets or liabilities from business combinations occurring prior to January 1, 2022, and the impact in future periods will depend on the ~~Company’s Condensed Consolidated Financial Statements.~~contract assets and contract liabilities acquired in future business combinations.

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.)~~rate). 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 later in 2022

Government Assistance — In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU No. 2021-10”).ASU No. 2021-10 requires business entities to annually disclose information about certain government assistance they receive. The rule will be effective for public entities for annual periods beginning after December 15, 2021. The adoption of ASU No. 2021-10 is currently not expected to have a material impact on the Company’s financial statement disclosures.

Note 2 — Acquisition

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~~$29.9 million. Pulse is a technology-enabled community platform.

~~For cash flow reporting purposes,~~During 2021, the Company paid ~~$22.8~~$22.9 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 addition to the 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 Condensed Consolidated Statements of Operations.

The Company recorded ~~$30.6~~$31.0 million of goodwill and finite-lived intangible assets ~~for Pulse~~ and ~~$0.6~~$1.1 million of ~~other~~ liabilities on a net ~~basis. The Company believes that~~basis for the ~~recorded goodwill is supported by the anticipated synergies resulting from the~~Pulse 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 Company’s Research segment.~~ The operating results of Pulse have been included in the Company’s consolidated financial statements since the date of acquisition; however, such operating results were not material to the Company’s consolidated operating results and segment results. Had the Company acquired Pulse in prior periods, the impact on the Company’s operating results would not have been material and, as a result, pro forma financial information for prior periods 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~~2021 that indicated 0no impairment. Subsequent to completing the ~~2020~~2021 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~~2022 (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


	Research		Conferences		Consulting		Total
Balance at December 31, 2021 (1)	$	2,670,934	$	184,021	$	96,362	$	2,951,317

Foreign currency translation impact	(6,795)		(79)		(1,186)		(8,060)
Balance at June 30, 2022 (1)	$	2,664,139	$	183,942	$	95,176	$	2,943,257

(1)The Company does 0tnot 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


June 30, 2022	Customer Relationships		Technology-related		Other		Total
Gross cost at December 31, 2021	$	1,096,358	$	61,216	$	10,436	$	1,168,010


Foreign currency translation impact	(31,141)		(458)		—		(31,599)
Gross cost	1,065,217		60,758		10,436		1,136,411
Accumulated amortization (1)	(445,119)		(40,823)		(5,101)		(491,043)
Balance at June 30, 2022	$	620,098	$	19,935	$	5,335	$	645,368


December 31, 2020		Customer Relationships		Software		Content		Other		Total
December 31, 2021												December 31, 2021	Customer Relationships		Technology-related		Other		Total
Gross cost	Gross cost	$	1,154,210	$	110,597	$	3,965	$	10,614	$	1,279,386	Gross cost	$	1,096,358	$	61,216	$	10,436	$	1,168,010
Accumulated amortization ~~(2)~~(1)	Accumulated amortization ~~(2)~~(1)	(381,776)		(83,320)		(3,595)		(3,697)		(472,388)		Accumulated amortization ~~(2)~~(1)	(413,266)		(35,727)		(4,599)		(453,592)
Balance at December 31, 2020		$	772,434	$	27,277	$	370	$	6,917	$	806,998
Balance at December 31, 2021												Balance at December 31, 2021	$	683,092	$	25,489	$	5,837	$	714,418

(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—~~Technology-related—3 to 7 years; ~~Content—2 to 3 years;~~ and Other—24 to 11 years.

Amortization expense related to finite-lived intangible assets was ~~$26.2~~$24.8 million and ~~$31.2~~$26.2 million during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$56.7~~$49.9 million and ~~$63.4~~$56.7 million during the six months ended June 30, 2022 and 2021, ~~and 2020.~~respectively. 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
2022 (remaining six months)				2022 (remaining six months)	$	49,113
2023	2023	101,752		2023	98,211
2024	2024	94,540		2024	91,066
2025	2025	84,001		2025	80,550
2026				2026	77,876
Thereafter	Thereafter	340,818		Thereafter	248,552
		$	775,479		$	645,368

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 June 30, 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 June 30, 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


Three Months Ended June 30, 2022
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	752,670	$	87,267	$	72,816	$	912,753
Europe, Middle East and Africa	255,417		21,036		34,047		310,500
Other International	134,242		5,222		13,804		153,268
Total revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521

Three Months Ended June 30, 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

Six Months Ended June 30, 2022
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	1,493,199	$	94,919	$	141,605	$	1,729,723
Europe, Middle East and Africa	518,546		22,274		66,491		607,311
Other International	266,964		6,686		28,577		302,227
Total revenues	$	2,278,709	$	123,879	$	236,673	$	2,639,261

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

(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 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 June 30, 2021~~


Three Months Ended June 30, 2022										Three Months Ended June 30, 2022
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)	$	916,754	$	0	$	85,989	$	1,002,743	Transferred over time (1)	$	1,037,864	$	—	$	95,201	$	1,133,065
Transferred at a point in time (2)	Transferred at a point in time (2)	86,484		58,179		19,913		164,576		Transferred at a point in time (2)	104,465		113,525		25,466		243,456
Total revenues	Total revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319	Total revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521

Three Months Ended June 30, 2021										Three Months Ended June 30, 2021
Timing of Revenue Recognition										Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)										Transferred over time (1)	$	916,754	$	—	$	85,989	$	1,002,743
Transferred at a point in time (2)										Transferred at a point in time (2)	86,484		58,179		19,913		164,576
Total revenues										Total revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319

~~Three Months Ended June 30, 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

~~Six Months Ended June 30, 2021~~

Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 1,810,841 $ 0 $ 170,331 $ 1,981,172
Transferred at a point in time (2) 172,129 82,981 35,075 290,185
Total revenues $ 1,982,970 $ 82,981 $ 205,406 $ 2,271,357

~~Six Months Ended June 30, 2020~~


Six Months Ended June 30, 2022										Six Months Ended June 30, 2022
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)	$	1,639,776	$	0	$	150,038	$	1,789,814	Transferred over time (1)	$	2,063,674	$	—	$	191,637	$	2,255,311
Transferred at a point in time (2)	Transferred at a point in time (2)	144,844		14,187		43,181		202,212		Transferred at a point in time (2)	215,035		123,879		45,036		383,950
Total revenues	Total revenues	$	1,784,620	$	14,187	$	193,219	$	1,992,026	Total revenues	$	2,278,709	$	123,879	$	236,673	$	2,639,261

Six Months Ended June 30, 2021										Six Months Ended June 30, 2021
Timing of Revenue Recognition										Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)										Transferred over time (1)	$	1,810,841	$	—	$	170,331	$	1,981,172
Transferred at a point in time (2)										Transferred at a point in time (2)	172,129		82,981		35,075		290,185
Total revenues										Total revenues	$	1,982,970	$	82,981	$	205,406	$	2,271,357

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

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

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that ~~are~~were unsatisfied (or partially unsatisfied) as of June 30, ~~2021~~2022 was approximately ~~$3.7~~$4.7 billion. The Company expects to recognize ~~$1,229.3 million, $1,754.2 million~~$1.5 billion, $2.2 billion and ~~$676.9~~$942.2 million of this revenue (most of which pertains to Research) during the remainder of ~~2021,~~2022, the year ending December 31, ~~2022~~2023 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements.

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

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

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


	June 30,		December 31,
	2022		2021
Assets:
Fees receivable, gross (1)	$	1,181,496	$	1,371,680
Contract assets recorded in Prepaid expenses and other current assets (2)	$	26,666	$	20,054
Contract liabilities:
Deferred revenues (current liability) (3)	$	2,396,143	$	2,238,035
Non-current deferred revenues recorded in Other liabilities (3)	35,656		48,176
Total contract liabilities	$	2,431,799	$	2,286,211

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

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

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

The Company recognized revenue of ~~$817.3~~$956.4 million and ~~$692.6~~$817.3 million during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$1,261.9 million~~$1.4 billion and ~~$1,087.9 million~~$1.3 billion during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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 six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, 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 5 — Computation of Earnings Per Share

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

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


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Numerator:	Numerator:									Numerator:
Net income used for calculating basic and diluted income per share	Net income used for calculating basic and diluted income per share	$	271,236	$	55,077	$	435,336	$	130,174	Net income used for calculating basic and diluted income per share	$	204,925	$	271,236	$	377,440	$	435,336
Denominator:	Denominator:									Denominator:
Weighted average common shares used in the calculation of basic income per share	Weighted average common shares used in the calculation of basic income per share	85,712		89,323		87,032		89,271		Weighted average common shares used in the calculation of basic income per share	80,271		85,712		81,145		87,032
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	877		457		889		696		Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	703		877		866		889
Shares used in the calculation of diluted income per share	Shares used in the calculation of diluted income per share	86,589		89,780		87,921		89,967		Shares used in the calculation of diluted income per share	80,974		86,589		82,011		87,921
Basic income per share	Basic income per share	$	3.16	$	0.62	$	5.00	$	1.46	Basic income per share	$	2.55	$	3.16	$	4.65	$	5.00
Diluted income per share	Diluted income per share	$	3.13	$	0.61	$	4.95	$	1.45	Diluted income per share	$	2.53	$	3.13	$	4.60	$	4.95

(1)Certain ~~potential shares of common stock~~outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive. ~~For~~These anti-dilutive outstanding awards associated with stock-based compensation plans totaled approximately 0.4 million and 0.1 million for the three months ended June 30, 2022 and 2021, respectively, and 0.3 million and 0.1 million for the six months ended June 30, 2022 and 2021, approximately 0.1 million shares of common stock equivalents were excluded for both periods from the calculation of diluted income per share because they were anti-dilutive. For the three and six months ended June 30, 2020, approximately 1.3 million and 0.8 million shares of common stock equivalents, respectively, were excluded because of their anti-dilutive effect.respectively.

Note 6 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of June 30, ~~2021,~~2022, the Company had ~~4.2~~3.9 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its current Long-Term Incentive 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				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Award type	Award type	2021		2020		2021		2020		Award type	2022		2021		2022		2021
Stock appreciation rights	Stock appreciation rights	$	2.0	$	1.9	$	4.0	$	3.6	Stock appreciation rights	$	2.5	$	2.0	$	4.4	$	4.0
Restricted stock units (2)	Restricted stock units (2)	24.0		13.6		57.9		36.8		Restricted stock units (2)	21.8		24.0		51.8		57.9
Common stock equivalents	Common stock equivalents	0.2		0.2		0.4		0.4		Common stock equivalents	0.2		0.2		0.4		0.4
Total (1)	Total (1)	$	26.2	$	15.7	$	62.3	$	40.8	Total (1)	$	24.5	$	26.2	$	56.6	$	62.3


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Expense category line item	Expense category line item	2021		2020		2021		2020		Expense category line item	2022		2021		2022		2021
Cost of services and product development	Cost of services and product development	$	8.0	$	7.1	$	21.7	$	19.2	Cost of services and product development	$	7.9	$	8.0	$	19.4	$	21.7
Selling, general and administrative	Selling, general and administrative	18.2		8.6		40.6		21.6		Selling, general and administrative	16.6		18.2		37.2		40.6
Total (1) (2)	Total (1) (2)	$	26.2	$	15.7	$	62.3	$	40.8	Total (1) (2)	$	24.5	$	26.2	$	56.6	$	62.3

(1)Includes ~~charges~~costs of ~~$11.3~~$8.1 million and ~~$5.2~~$11.3 million during the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$32.8~~$27.3 million and ~~$16.8~~$32.8 million during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.

(2)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 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~~PSU 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 7 — 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~~equips executives and ~~advice on the mission-critical priorities of leaders~~their teams from every function and across all ~~functional areas~~industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of ~~an enterprise through reports, briefings, proprietary tools, access~~practitioner-sourced and data-driven research to ~~our research experts, peer networking services and membership programs that enable~~help our clients ~~to drive organizational performance.~~address their mission critical priorities.

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

•Consulting~~combines~~ serves senior executives leading technology-driven strategic initiatives leveraging the power of ~~Gartner market-leading research with~~Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support ~~to help chief information officers~~we enable optimized technology investments and ~~other senior executives driving technology-related strategic initiatives move confidently from insight to action.~~stronger performance on our clients’ mission critical priorities.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, 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 0no 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 June 30, 2022										Three Months Ended June 30, 2022	Research		Conferences		Consulting		Consolidated
Revenues										Revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521
Gross contribution										Gross contribution	843,965		73,526		50,223		967,714
Corporate and other expenses										Corporate and other expenses							(670,592)
Operating income										Operating income							$	297,122

Three Months Ended June 30, 2021	Three Months Ended June 30, 2021	Research		Conferences		Consulting		Consolidated		Three Months Ended June 30, 2021	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319	Revenues	$	1,003,238	$	58,179	$	105,902	$	1,167,319
Gross contribution	Gross contribution	742,131		42,602		42,770		827,503		Gross contribution	742,131		42,602		42,770		827,503
Corporate and other expenses	Corporate and other expenses							(552,789)		Corporate and other expenses							(552,789)
Operating income	Operating income							$	274,714	Operating income							$	274,714

Three Months Ended June 30, 2020 Research Conferences Consulting Consolidated
Revenues $ 875,329 $ 317 $ 97,489 $ 973,135
Gross contribution 632,624 (11,230) 33,542 654,936
Corporate and other expenses (555,285)
Operating income $ 99,651


Six Months Ended June 30, 2022	Research		Conferences		Consulting		Consolidated
Revenues	$	2,278,709	$	123,879	$	236,673	$	2,639,261
Gross contribution	1,693,344		70,650		101,235		1,865,229
Corporate and other expenses							(1,350,860)
Operating income							$	514,369


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

Six Months Ended June 30, 2020 Research Conferences Consulting Consolidated
Revenues $ 1,784,620 $ 14,187 $ 193,219 $ 1,992,026
Gross contribution 1,286,094 (17,290) 62,925 1,331,729
Corporate and other expenses (1,107,359)
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				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Total segment gross contribution	Total segment gross contribution	$	827,503	$	654,936	$	1,604,869	$	1,331,729	Total segment gross contribution	$	967,714	$	827,503	$	1,865,229	$	1,604,869
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services and product development - unallocated (1)	Cost of services and product development - unallocated (1)	10,986		4,352		18,781		3,532		Cost of services and product development - unallocated (1)	15,728		10,986		27,536		18,781
Selling, general and administrative	Selling, general and administrative	488,496		494,840		975,751		991,479		Selling, general and administrative	604,911		488,496		1,222,815		975,751
Depreciation and amortization	Depreciation and amortization	52,005		53,936		108,269		108,632		Depreciation and amortization	47,664		52,005		96,013		108,269
Acquisition and integration charges	Acquisition and integration charges	1,302		2,157		1,942		3,716		Acquisition and integration charges	2,289		1,302		4,496		1,942
Operating income	Operating income	274,714		99,651		500,126		224,370		Operating income	297,122		274,714		514,369		500,126
Interest expense and other, net	Interest expense and other, net	(31,072)		(40,695)		(41,731)		(68,559)		Interest expense and other, net	(21,171)		(31,072)		(23,359)		(41,731)
Gain on event cancellation insurance claims	Gain on event cancellation insurance claims	135,545		0		135,545		0		Gain on event cancellation insurance claims	—		135,545		—		135,545

Less: Provision for income taxes	Less: Provision for income taxes	107,951		3,879		158,604		25,637		Less: Provision for income taxes	71,026		107,951		113,570		158,604
Net income	Net income	$	271,236	$	55,077	$	435,336	$	130,174	Net income	$	204,925	$	271,236	$	377,440	$	435,336

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

Note 8 — Debt

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


		June 30,		December 31,			June 30,		December 31,
Description	Description	2021		2020		Description	2022		2021
2020 Credit Agreement - Term loan facility (1)	2020 Credit Agreement - Term loan facility (1)	$	290,000	$	395,000	2020 Credit Agreement - Term loan facility (1)	$	285,200	$	287,600
2020 Credit Agreement - Revolving credit facility (1), (2)	2020 Credit Agreement - Revolving credit facility (1), (2)	0		5,000		2020 Credit Agreement - Revolving credit facility (1), (2)	—		—
Senior Notes due 2028 (“2028 Notes”) (3)	Senior Notes due 2028 (“2028 Notes”) (3)	800,000		800,000		Senior Notes due 2028 (“2028 Notes”) (3)	800,000		800,000
Senior Notes due 2029 (“2029 Notes”) (4)	Senior Notes due 2029 (“2029 Notes”) (4)	600,000		0		Senior Notes due 2029 (“2029 Notes”) (4)	600,000		600,000
Senior Notes due 2030 (“2030 Notes”) (5)	Senior Notes due 2030 (“2030 Notes”) (5)	800,000		800,000		Senior Notes due 2030 (“2030 Notes”) (5)	800,000		800,000
Other (6)	Other (6)	5,790		6,046		Other (6)	5,268		5,531
Principal amount outstanding (7)	Principal amount outstanding (7)	2,495,790		2,006,046		Principal amount outstanding (7)	2,490,468		2,493,131
Less: deferred financing fees (8)	Less: deferred financing fees (8)	(32,614)		(27,245)		Less: deferred financing fees (8)	(28,094)		(30,367)
Net balance sheet carrying amount	Net balance sheet carrying amount	$	2,463,176	$	1,978,801	Net balance sheet carrying amount	$	2,462,374	$	2,462,764

(1)The contractual annualized interest rate as of June 30, ~~2021~~2022 on the 2020 Credit Agreement Term loan facility and the ~~revolving~~Revolving credit facility was ~~1.50%~~3.06%, which consisted of a floating Eurodollar base rate of ~~0.125%~~1.688% plus a margin of 1.375%. 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 June 30, ~~2021.~~2022.

(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 $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~~$0.3 million as of June 30, ~~2021~~2022 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,~~2022, including the effects of its interest rate swaps discussed below, was ~~4.96%~~4.55% and ~~4.99%~~4.70%, respectively.

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

2029 Notes

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

The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029. The Company used a portion of the net proceeds of the 2029 Notes (i) to repay $100.0 million of the outstanding borrowings under the Company’s existing 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 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes in connection with ~~the proceeds of~~ certain equity offerings, ~~at a redemption price of 103.625% plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the Company may redeem~~or some or all of the 2029 Notes ~~prior~~with a “make-whole” premium, in each case subject to ~~June 15, 2024, at a redemption price of 100% of~~ the ~~principal amount of~~terms set forth in the 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 2029 Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.

The 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 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 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 will be subject to a number of exceptions and qualifications.~~

The 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 2029 Notes issued under the Indenture to be due and payable.Note Indenture.

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

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

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

2020 Credit Agreement

~~On September 28, 2020, the~~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 existinghas a 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~~that currently provides for a $400.0 million ~~senior secured five-year term~~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 revolvingRevolving credit facility ~~may be used for loans, and up to $75.0 million may be used for letters of credit.~~(the “2020 Credit Agreement”). 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 $400.0 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,~~contains certain customary restrictive loan covenants, including, ~~the funding of acquisitions, payment of capital expenditures and the repurchase of shares. The Company used~~among others, financial covenants that apply 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 Company’s obligations under the 2020 Credit Agreement and the guarantees of the subsidiary guarantors are secured by first priority security interests in substantially all of the assets of the Company and the subsidiary 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’smaximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants 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 toJune 30, 2022.

~~between 0.175%~~The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Revolving credit facility may be borrowed, repaid and ~~0.40% based on utilization of the revolving credit facility. The Company has also agreed to pay customary letter of credit fees.~~re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

Interest Rate Swaps

As of June 30, ~~2021,~~2022, the Company had 41 fixed-for-floating interest rate swap ~~contracts~~contract with a ~~total~~ notional value of ~~$1.4 billion~~$350.0 million that ~~mature through~~matures in 2025. The Company pays a base fixed ~~rates on these swaps ranging from 2.13% to~~rate of 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings. In June 2022, the Company terminated a fixed-for-floating interest rate swap contract with a notional value of $350.0 million, and received proceeds of $0.5 million. The Company had 2 other fixed-for-floating interest rate swap contracts with a total notional value of $700.0 million that matured during the three months ended March 31, 2022.

~~As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility,~~Effective June 30, 2020, the Company de-designated all of its interest rate swaps ~~effective June 30, 2020.~~and discontinued hedge accounting. Accordingly, ~~hedge accounting is not applicable, and~~ subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense) ~~income,~~, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of June 30, ~~2021, $89.7~~2022, $62.6 million is remaining in Accumulated other comprehensive loss, net. The interest rate swaps had negative unrealized fair values (liabilities) of ~~$80.0~~$1.7 million and ~~$109.2~~$53.7 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, of which ~~$67.4~~$47.1 million and ~~$78.1~~$56.3 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. See Note 12 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

Note 9 — Equity

Share Repurchase Authorization

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional ~~$300.0 million~~$1.6 billion and ~~$500.0 million~~$1.0 billion of the Company’s common stock ~~in February~~during 2021 and ~~April 2021,~~the first half of 2022, respectively. ~~$0.3 billion~~As of June 30, 2022, $704.4 million remained available under the share repurchase ~~program as of June 30, 2021.~~program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. ~~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				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Number of shares repurchased (1)	Number of shares repurchased (1)	3,094,706		5,999		5,369,416		423,706		Number of shares repurchased (1)	1,781,137		3,094,706		3,408,846		5,369,416
Cash paid for repurchased shares (in thousands) (2)	Cash paid for repurchased shares (in thousands) (2)	$	684,900	$	698	$	1,083,350	$	73,862	Cash paid for repurchased shares (in thousands) (2)	$	478,810	$	684,900	$	929,880	$	1,083,350

(1)The average purchase price for repurchased shares was ~~$218.33~~$265.98 and ~~$116.29~~$218.33 for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$202.28~~$274.84 and ~~$150.72~~$202.28 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The repurchased shares during the three and six months ended June 30, 2022 and 2021 included purchases for both open market purchases and stock-based compensation award ~~settlements and open market purchases. All of the shares repurchased during the three months ended June 30, 2020 related to the settlement of the Company's stock-based compensation awards.~~ settlements.

(2)The cash paid for repurchased shares during the six months ended June 30, ~~2021 and 2020 included purchases for both stock-based compensation award settlements and~~2022 excluded $7.0 million of open market ~~purchases.~~

~~(2)~~purchases with trade dates in June 2022 that settled in July 2022. The cash paid for repurchased shares during the six months ended June 30, 2021 included $8.0 million of open market purchases with trade dates in December 2020 that settled in January ~~2021. There were~~2021 and excluded $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~~three months ended June 30, ~~2020~~2022 included ~~$10.0~~$12.1 million of open market purchases with trade dates in ~~December 2019~~March 2022 that settled in ~~January 2020.~~April 2022, and excluded $7.0 million of open market purchases with trade dates in June 2022 that settled in July 2022. The cash paid for repurchased shares during the three months ended

June 30, 2021 included $20.0 million of open market purchases with trade dates in March 2021 that settled in April 2021, and excluded $10.8 million of open market purchases with trade dates in June 2021 that settled in July 2021.

Accumulated Other Comprehensive Loss, net (“AOCL”)

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

Three Months Ended June 30, ~~2021~~2022
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)


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – March 31, 2022	$	(50,953)	$	(6,624)	$	(25,234)	$	(82,811)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		(189)		(25,431)		(25,620)
Reclassifications from AOCL to income (2), (3)	3,869		46		—		3,915
Other comprehensive income (loss), net	3,869		(143)		(25,431)		(21,705)
Balance – June 30, 2022	$	(47,084)	$	(6,767)	$	(50,665)	$	(104,516)

Three Months Ended June 30, ~~2020~~2021
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)


	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	—		—		4,639		4,639
Reclassifications from AOCL to income (2), (3)	5,457		104		—		5,561
Other comprehensive income, net	5,457		104		4,639		10,200
Balance – June 30, 2021	$	(67,377)	$	(9,102)	$	(6,499)	$	(82,978)

Six Months Ended June 30, 2022


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2021	$	(56,323)	$	(6,672)	$	(18,436)	$	(81,431)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		(189)		(32,229)		(32,418)
Reclassifications from AOCL to income (2), (3)	9,239		94		—		9,333
Other comprehensive income (loss), net	9,239		(95)		(32,229)		(23,085)
Balance – June 30, 2022	$	(47,084)	$	(6,767)	$	(50,665)	$	(104,516)

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)

~~Six Months Ended 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 (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)


	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	—		—		5,316		5,316
Reclassifications from AOCL to income (2), (3)	10,727		207		—		10,934
Other comprehensive income, net	10,727		207		5,316		16,250
Balance – June 30, 2021	$	(67,377)	$	(9,102)	$	(6,499)	$	(82,978)

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

(2)$~~7.3~~5.1 million and $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, 2022 and 2021, ~~and 2020. $14.3~~respectively. $12.3 million and ~~$10.5~~$14.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~$10.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Other (expense) income, net for both the three and six months ended June 30, 2020.~~ See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges.

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

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at June 30, ~~2021~~2022 that is expected to be reclassified into earnings within the next 12 months is ~~$27.1~~$20.5 million.

Note 10 — Income Taxes

The provision for income taxes was $71.0 million and $108.0 million for the three months ended June 30, 2022 and 2021, respectively, and ~~2020 was an expense of $108.0~~$113.6 million and ~~$3.9~~$158.6 million ~~respectively. The provision for income taxes~~ for the six months ended June 30, ~~2021~~2022 and ~~2020 was an expense of $158.6 million and $25.6 million,~~2021, respectively.

The effective income tax rate was ~~28.5%~~25.7% and ~~6.6%~~28.5% for the three months ended June 30, 2022 and 2021, respectively, and ~~2020, respectively. The effective income tax rate was~~23.1% and 26.7% ~~and 16.5%~~ for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. In 2020, the Company completed intercompany sales of certain intellectual property. Approximately $28.3 million of tax benefits were recognized as a result for the three and six months ended June 30, 2020. These benefits represented the value of future tax deductions for amortization of the assets in the acquiring jurisdiction. No such benefits are included in 2021. This drove a significant increase in the effective income tax rate period over period. In addition, duringDuring the 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~~led to a higher effective income tax rate for the three and six months ended June 30, ~~2021.~~2021 as compared to the same periods in 2022.

The Company had gross unrecognized tax benefits of ~~$130.1~~$155.8 million on June 30, ~~2021~~2022 and ~~$127.1~~$150.0 million on December 31, ~~2020.~~2021. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately ~~$9.2~~$29.7 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Note 11 — Derivatives and Hedging

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

June 30, 2021
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 $ (48,700) Other liabilities $ (67,377)
(31,341) Accrued liabilities
Foreign currency forwards (2) 26 222,893 (138) Accrued liabilities 0
Total 30 $ 1,622,893 $ (80,179) $ (67,377)


December 31, 2020
June 30, 2022										June 30, 2022
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 AOCL, 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	$	(74,289)	Other liabilities	$	(78,104)	Interest rate swaps (1)	1	$	350,000	$	(1,684)	Other liabilities	$	(47,084)
					(34,886)		Accrued liabilities
Foreign currency forwards (2)	Foreign currency forwards (2)	163	430,063		(1,514)		Accrued liabilities	0		Foreign currency forwards (2)	41	436,190		(272)		Accrued liabilities	—
Total	Total	167	$	1,830,063	$	(110,689)		$	(78,104)	Total	42	$	786,190	$	(1,956)		$	(47,084)


December 31, 2021
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	$	(31,942)	Other liabilities	$	(56,323)
				(21,795)		Accrued liabilities
Foreign currency forwards (2)	138	533,506		(91)		Accrued liabilities	—
Total	142	$	1,933,506	$	(53,828)		$	(56,323)

(1)~~As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility,~~Effective June 30, 2020, the Company de-designated all of its interest rate swaps ~~effective June 30, 2020.~~and discontinued hedge accounting. Accordingly, ~~hedge accounting is not applicable, and~~ subsequent changes to fair value of the interest rate swaps are recorded in Other income (expense) ~~income,~~, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 8 — Debt ~~provides~~for 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 income (expense) ~~income,~~, net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at June 30, ~~2021~~2022 matured before July 31, ~~2021.~~2022.

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

At June 30, ~~2021,~~2022, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Amount recorded in:	Amount recorded in:	2021		2020		2021		2020		Amount recorded in:	2022		2021		2022		2021
Interest expense, net (1)	Interest expense, net (1)	$	7,283	$	7,322	$	14,315	$	10,514	Interest expense, net (1)	$	5,164	$	7,283	$	12,330	$	14,315
Other expense (income), net (2)	Other expense (income), net (2)	1,494		9,715		(14,329)		22,314		Other expense (income), net (2)	8,149		1,494		(18,751)		(14,329)
Total (income) expense, net		$	8,777	$	17,037	$	(14)	$	32,828
Total expense (income), net										Total expense (income), net	$	13,313	$	8,777	$	(6,421)	$	(14)

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

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

Note 12 — Fair Value Disclosures

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 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.~~

Condensed Consolidated Balance Sheets.

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

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


Description	Description	June 30, 2021		December 31, 2020		Description	June 30, 2022		December 31, 2021
Assets:	Assets:					Assets:
Values based on Level 1 inputs:	Values based on Level 1 inputs:					Values based on Level 1 inputs:
Deferred compensation plan assets (1)	Deferred compensation plan assets (1)	$	8,642	$	2,589	Deferred compensation plan assets (1)	$	8,599	$	7,428
Total Level 1 inputs	Total Level 1 inputs	8,642		2,589		Total Level 1 inputs	8,599		7,428
Values based on Level 2 inputs:	Values based on Level 2 inputs:					Values based on Level 2 inputs:
Deferred compensation plan assets (1)	Deferred compensation plan assets (1)	90,946		85,932		Deferred compensation plan assets (1)	79,776		96,627
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	44		885		Foreign currency forward contracts (2)	245		1,122

Total Level 2 inputs	Total Level 2 inputs	90,990		86,817		Total Level 2 inputs	80,021		97,749
Total Assets	Total Assets	$	99,632	$	89,406	Total Assets	$	88,620	$	105,177
Liabilities:	Liabilities:					Liabilities:
Values based on Level 2 inputs:	Values based on Level 2 inputs:					Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)	Deferred compensation plan liabilities (1)	$	106,390	$	94,538	Deferred compensation plan liabilities (1)	$	93,884	$	110,861
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	182		2,399		Foreign currency forward contracts (2)	517		1,213
Interest rate swap contracts (3)	Interest rate swap contracts (3)	80,041		109,175		Interest rate swap contracts (3)	1,684		53,737

Total Level 2 inputs	Total Level 2 inputs	186,613		206,112		Total Level 2 inputs	96,085		165,811
Total Liabilities	Total Liabilities	$	186,613	$	206,112	Total Liabilities	$	96,085	$	165,811

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

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

(3)The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 8 — 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.

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

~~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 the Company’s Condensed Consolidated Balance Sheets (in thousands). The estimated fair value of

the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.


		Carrying Amount				Fair Value					Carrying Amount				Fair Value
		June 30,		December 31,		June 30,		December 31,			June 30,		December 31,		June 30,		December 31,
Description	Description	2021		2020		2021		2020		Description	2022		2021		2022		2021
2028 Notes	2028 Notes	$	791,302	$	790,783	$	846,248	$	846,296	2028 Notes	$	792,377	$	791,833	$	733,840	$	836,632
2029 Notes	2029 Notes	592,742		0		611,418		0		2029 Notes	593,541		593,139		521,304		608,346
2030 Notes	2030 Notes	791,087		790,690		819,608		843,800		2030 Notes	791,903		791,491		692,288		816,208
Total	Total	$	2,175,131	$	1,581,473	$	2,277,274	$	1,690,096	Total	$	2,177,821	$	2,176,463	$	1,947,432	$	2,261,186

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

The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, right-of-use assets and other long-lived assets, are measured at fair value on a nonrecurring basis when there are indicators of impairment. During the three and six months ended June 30, 2022, the Company recorded impairment charges of $11.6 million and $35.5 million, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used. The impairments were derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs. See Note 14 — Leases for additional discussion related to these impairment charges.

Note 13 — Contingencies

Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. A provision is recorded for pending litigation in the Company’s consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on ~~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 it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of June 30, ~~2021,~~2022, 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 ~~2021~~2022 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~~ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during ~~2021~~2022 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				Six Months Ended					Three Months Ended				Six Months Ended
		June 30,				June 30,					June 30,				June 30,
Description:	Description:	2021		2020		2021		2020		Description:	2022		2021		2022		2021
Operating lease cost (1)	Operating lease cost (1)	$	32,620	$	35,173	$	65,485	$	73,134	Operating lease cost (1)	$	29,532	$	32,620	$	59,896	$	65,485
Variable lease cost (2)		4,121		3,973		8,423		8,376
Lease cost (2)										Lease cost (2)	2,783		4,121		7,051		8,423
Sublease income	Sublease income	(10,584)		(10,719)		(20,923)		(21,810)		Sublease income	(11,812)		(10,584)		(22,737)		(20,923)
Total lease cost, net (3)		$	26,157	$	28,427	$	52,985	$	59,700
Total lease cost, net (3) (4)										Total lease cost, net (3) (4)	$	20,503	$	26,157	$	44,210	$	52,985
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	35,324	$	34,026	$	70,251	$	68,962	Cash paid for amounts included in the measurement of operating lease liabilities	$	34,042	$	35,324	$	68,859	$	70,251
Cash receipts from sublease arrangements	Cash receipts from sublease arrangements	$	10,364	$	9,503	$	20,459	$	18,920	Cash receipts from sublease arrangements	$	11,466	$	10,364	$	22,630	$	20,459
Right-of-use assets obtained in exchange for new operating lease liabilities	Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,248	$	3,616	$	9,294	$	18,535	Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,752	$	2,248	$	11,682	$	9,294

(1)Included in operating lease cost was ~~$10.7~~$10.4 million and ~~$10.6~~$10.7 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$21.1~~$20.9 million and ~~$21.2~~$21.1 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively for costs related to subleasing activities.

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

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

(4)Amount excludes an impairment charge of lease related assets totaling $11.6 million and $35.5 million, for the three and six months ended June 30, 2022, as discussed below.

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


		June 30,		December 31,			June 30,		December 31,
Description:	Description:	2021		2020		Description:	2022		2021
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	86,381	$	83,995	Accounts payable and accrued liabilities	$	91,417	$	89,754
Operating leases - liabilities		745,108		780,166
Total operating lease liabilities per the Condensed Consolidated Balance Sheets		$	831,489	$	864,161
Operating lease liabilities						Operating lease liabilities	646,677		697,766
Total operating lease liabilities included in the Condensed Consolidated Balance Sheets						Total operating lease liabilities included in the Condensed Consolidated Balance Sheets	$	738,094	$	787,520

~~Note 15 — Subsequent Event~~During the six months ended June 30, 2022, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the impacts of the COVID-19 pandemic, the Company continued to evaluate its existing real estate lease portfolio. This evaluation included the decision to abandon a portion of one leased office space and the cease-use of certain other leased office spaces that the Company intends to sublease. In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

~~On July 29, 2021,~~As a result of the ~~Company’s Board~~evaluation, the Company recognized impairment losses during the three and six months ended June 30, 2022 of ~~Directors authorized incremental share repurchases~~$11.6 million and $35.5 million, respectively, which is included as a component of upSelling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The impairment losses recorded include $7.6 million and $25.3 million related to ~~an additional $800~~right-of-use assets for the three and six months ended June 30, 2022, respectively. The impairment losses also include $4.0 million ~~of Gartner’s common stock. This authorization is in addition~~and $10.2 million related to other long-lived assets, primarily leasehold improvements, for the three and six months ended June 30, 2022, respectively.

The fair values for the asset groups relating to the ~~previously authorized repurchases~~impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair values include the expected downtime prior to the commencement of ~~up to $2.0 billion, which as~~future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of ~~the end of July 2021 had approximately $231 million remaining.~~

risk associated with receiving future cash flows.

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 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, ~~2020~~2021 (the ~~“2020~~“2021 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~~related disruptions on our business ~~growth, reputation, projections, prospects, financial condition, operations, cash flows,~~ and ~~liquidity;~~on the global economy; the adequacy or effectiveness of steps we take to respond to the ~~crisis,~~pandemic; the impact of general economic conditions, including ~~cost reduction or other mitigation programs;~~inflation, on economic activity and our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and access to capital; our ability to carry out our strategic initiatives and manage associated costs; 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 return to in-person conferences and 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;~~dependent, especially in light of recent labor shortages; our ability to achieve continued customer renewals and achieve new 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 foreign currency fluctuations; the impact on our business of the war in Ukraine and current and future sanctions imposed by governments or other authorities; the U.K.’s exit from the European Union and its impact on our results; the impact of restructuring and other charges on our businesses and operations; cybersecurity incidents; 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 impact of changes in tax policy and 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, our most recent Form 10-K and other filings 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 Item 1A. of the ~~2020~~2021 Form 10-K, 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.~~statements. Factors that might cause such a difference include, but are not limited to, those listed above or described under “Risk Factors” in Item 1A of the ~~2020~~2021 Form 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) i~~s the world’s leading research~~ delivers actionable, objective insight to executives and ~~advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice~~their teams. Our expert guidance and tools ~~to achieve their mission–~~enable faster, smarter decisions and stronger performance on an organization’s 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.priorities.

We deliver our products and services globally through three segments – Research, Conferences and Consulting, as described below.

•Research~~provides trusted, objective insights~~ equips executives and ~~advice on the mission-critical priorities of leaders~~their teams from every function and across all ~~functional areas~~industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of ~~an enterprise through reports, briefings, proprietary tools, access~~practitioner-sourced and data-driven research to ~~our research experts, peer networking services and membership programs that enable~~help our clients ~~to drive organizational performance.~~address their mission critical priorities.

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

•Consulting~~combines~~ serves senior executives leading technology-driven strategic initiatives leveraging the power of ~~Gartner market-leading research with~~Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support ~~to help chief information officers~~we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

Recent Global Events

The invasion of Ukraine by Russia and the sanctions and other ~~senior executives driving technology-related strategic initiatives move confidently from insight~~measures being imposed in response to ~~action.~~this conflict have increased the level of economic and political uncertainty. In March 2022, we began winding down our business in Russia. Russia has not composed a material portion of our consolidated revenues, net income, net assets or workforce. We do not have a business in Ukraine. Other impacts due to this evolving situation are currently unknown and could subject our business to materially adverse consequences should the situation escalate or cause an expansion of economic disruption beyond its current scope to the rest of Europe, where a material portion of our business is carried out. A prolonged disruption may adversely affect our business operations, financial performance and results of operations.

Inflation rates, particularly in North America and Europe, have increased significantly in the past year. Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy. However, if our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods. Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.

COVID-19 Impact

The coronavirus disease (“COVID-19”) pandemic has 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, India, and several other impacted locations~~ around the world and implemented significant travel restrictions. ~~We began a limited reopening~~Although all Gartner offices have reopened, the vast majority of our ~~offices in the United States in June 2021. Although~~employees have been working from home. In early 2022, we ~~have plans~~began to ~~reopen~~operate under a hybrid virtual-first working environment, meaning that most of our ~~remaining offices in~~employees will have the ~~fall~~option to work remotely, at least some of ~~2021, reopening is subject to many factors outside of our control.~~the time, for the foreseeable future. As a result, in the fourth quarter of 2021 we ~~cannot predict~~evaluated our real estate footprint globally, and determined that certain of our leased locations are no longer necessary for our operations. This evaluation resulted in the impairment of right-of-use assets and other long-lived assets, net of a reduction in lease liabilities, of $49.5 million during the fourth quarter of 2021 related to certain ~~when or how~~office locations we no longer intend to use. We continued our evaluation during 2022, which resulted in additional impairment charges of $11.6 million and $35.5 million during three and six months ended June 30, 2022, respectively. We expect to continue to evaluate our real estate footprint globally. If we determine there is any additional excess property, there is no assurance that we will ~~begin~~be able to ~~lift the actions put~~sublease any such excess properties or that we will not incur costs in ~~place as part of our business continuity plans, including work from home protocols and travel restrictions.~~connection with such exit activities, which may be material. As of the date of this filing, we do not believe our ~~work from home protocol~~hybrid virtual-first working arrangement has affected our internal controls over financial reporting.

~~We saw negative impacts~~Of the three business segments in which we operate, Research and Consulting have returned to ~~all of~~growth levels that were in line with our ~~segments with~~growth prior to the pandemic. However, Conferences ~~being the most~~revenue and gross contribution continue to be negatively impacted. We cancelled in-person conferences scheduled for 2020 beginning in late February/early March 2020 with the remainder being cancelled after the World Health Organization’s declaration of the COVID-19 pandemic later in March 2020. We began holding virtual conferences during the second half of ~~2020. We held 18~~2020 and have continued to hold virtual ~~conferences during the first half of 2021 and plan on holding additional virtual conferences through the remainder of 2021.~~conferences. These ~~virtual conferences are expected to result in significantly less revenue and~~

virtual conferences have resulted 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 remains our top priority so future in-person conferences will be held only when 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 resumeWe re-launched in-person destination conferences ~~starting~~during the second quarter of 2022 and expect to hold in-person destination conferences in ~~September 2021, and we intend~~future periods as conditions permit. We also expect to continue to ~~put on virtual conferences.~~deliver some conferences virtually during the remainder of the year.

For cancelled conferences, our event cancellation insurance enables us to receive an amount up to ~~the lost contribution margin per conference~~expected revenues, plus incurred ~~expenses.~~expenses minus saved expense. 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. ~~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 planned for 2021 but cancelled ~~in 2021~~ due to COVID-19. We are in litigation with the insurer on these issues. In ~~May~~ 2021, we received ~~$150~~$166.9 million of proceeds related to 2020 insurance claims and recorded a gain of ~~$135.5~~$152.3 million. The timing ~~of receiving~~and ability to receive the remaining proceeds from 2020 and 2021 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 is deemed to be realizable.

Our Research segment experienced a slowdown in contract value (CV) growth in 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. 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 only experienced a modest decrease in Research revenue growth in 2020 and the first quarter of 2021 compared to that in 2019. Research revenue growth in the second quarter of 2021 was comparable with the corresponding period in 2019. We believe that our emphasis on providing insight to enterprise leaders and their teams across every major business function 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 2020insurance coverage for 2022 (and likely beyond) excludes cancellation due to ~~the pandemic. This weakness continued in the remainder of 2020. Labor based consulting revenue improved in the first half of 2021 to 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 second half of 2020 and we expect these investments to increase in 2021 and future periods, which may have a negative impact on operating margins.communicable diseases.

BUSINESS MEASUREMENTS

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


BUSINESS SEGMENT						BUSINESS MEASUREMENT
Research						~~Total contract~~Contract value represents the dollar 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~~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 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 conferences. Single day, local meetings are excluded.


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

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating ~~extraordinary research insight,~~actionable insights for executive leaders and their teams, 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 ~~$1.2~~$1.4 billion during the second quarter of ~~2021,~~2022, an increase of ~~20%~~18% compared to the second quarter of ~~2020.~~2021. During the second quarter of ~~2021~~2022, revenues for Research increased by ~~15% year-over-year, while~~14%, Conferences revenue increased by $55.3 million, and Consulting revenues increased by ~~9%. Conferences revenue increased by $57.9 million during the second quarter of 2021~~14%, compared to the second quarter of ~~2020.~~2021. For a more complete discussion of our results by segment, see Segment Results below.

For the second quarter of ~~2021~~2022 and ~~2020,~~2021, we had net income of ~~$271.2~~$204.9 million and ~~$55.1~~$271.2 million, respectively, and diluted income per share of ~~$3.13~~$2.53 and ~~$0.61,~~$3.13, respectively. Cash provided by operating activities was ~~$732.6~~$583.4 million and ~~$398.9~~$732.6 million during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. As of June 30, ~~2021,~~2022, we had ~~$796.3~~$360.5 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, ~~2020.~~2021. 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

In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our 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~~business performance 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).

Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Increase (Decrease) Increase
(Decrease)
%
Total revenues $ 1,167,319 $ 973,135 $ 194,184 20 %
Costs and expenses:
Cost of services and product development 350,802 322,551 28,251 9
Selling, general and administrative 488,496 494,840 (6,344) (1)
Depreciation 25,851 22,728 3,123 14
Amortization of intangibles 26,154 31,208 (5,054) (16)
Acquisition and integration charges 1,302 2,157 (855) (40)
Operating income 274,714 99,651 175,063 176
Interest expense, net (27,390) (30,296) (2,906) (10)
Gain on event cancellation insurance claims 135,545 — 135,545 nm
Other expense, net (3,682) (10,399) (6,717) (65)
Less: Provision for income taxes 107,951 3,879 104,072 2,683
Net income $ 271,236 $ 55,077 $ 216,159 392 %
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


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	1,376,521	$	1,167,319	$	209,202	18	%
Costs and expenses:
Cost of services and product development	424,535		350,802		73,733		21
Selling, general and administrative	604,911		488,496		116,415		24
Depreciation	22,910		25,851		(2,941)		(11)
Amortization of intangibles	24,754		26,154		(1,400)		(5)
Acquisition and integration charges	2,289		1,302		987		76
Operating income	297,122		274,714		22,408		8
Interest expense, net	(29,719)		(27,390)		2,329		9
Gain on event cancellation insurance claims	—		135,545		(135,545)		nm


Other income (expense), net	8,548		(3,682)		12,230		nm
Less: Provision for income taxes	71,026		107,951		(36,925)		(34)
Net income	$	204,925	$	271,236	$	(66,311)	(24)	%


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	2,639,261	$	2,271,357	$	367,904	16	%
Costs and expenses:
Cost of services and product development	801,568		685,269		116,299		17
Selling, general and administrative	1,222,815		975,751		247,064		25
Depreciation	46,111		51,601		(5,490)		(11)
Amortization of intangibles	49,902		56,668		(6,766)		(12)
Acquisition and integration charges	4,496		1,942		2,554		132
Operating income	514,369		500,126		14,243		3
Interest expense, net	(61,113)		(53,539)		7,574		14
Gain on event cancellation insurance claims	—		135,545		(135,545)		nm


Other income, net	37,754		11,808		25,946		220
Less: Provision for income taxes	113,570		158,604		(45,034)		(28)
Net income	$	377,440	$	435,336	$	(57,896)	(13)	%
nm = not meaningful

Total revenues for the three months ended June 30, ~~2021~~2022 were ~~$1.2~~$1.4 billion, an increase of ~~$194.2~~$209.2 million, or ~~20%~~18% compared to the same period in ~~2020~~2021 on a reported basis and ~~16%~~22% excluding the foreign currency impact. Total revenues for the six months ended June 30, ~~2021~~2022 were ~~$2.3~~$2.6 billion, an increase of ~~$279.3~~$367.9 million, or ~~14%~~16% compared to the same period in ~~2020~~2021 on a reported basis and ~~11%~~19% excluding the foreign currency impact. Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was ~~$350.8~~$424.5 million during the three months ended June 30, ~~2021,~~2022, an increase of ~~$28.3~~$73.7 million compared to the same period in ~~2020,~~2021, or 9%21% on a reported basis and 6%25% excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to increased compensation costs, research program expenses and conference related expenses. Cost of services and product development as a percent of revenues was 31% and 30% ~~and 33% during~~for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. Cost of services and product development was ~~$685.3~~$801.6 million during the six months ended June 30, ~~2021,~~2022, an increase of ~~$21.4~~$116.3 million compared to the same period in ~~2020,~~2021, or 3%17% on a reported basis and 1%20% 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.~~the same factors that caused the year-over-year quarterly increase. Cost of services and

product development as a percent of revenues was 30% ~~and 33%~~ during both the six months ended June 30, ~~2021~~2022 and ~~2020, respectively.~~2021.

Selling, general and administrative (“SG&A”) expense was ~~$488.5~~$604.9 million during the three months ended June 30, ~~2021, a decrease~~2022, an increase of $~~6.3~~116.4 million compared to the same period in ~~2020,~~2021, or 1%24% on a reported basis and 4%27% excluding the foreign currency impact. SG&A expense was $1,222.8 million during the six months ended June 30, 2022, an increase of $247.1 million compared to the same period in 2021, or 25% on a reported basis and 28% excluding the foreign currency impact. The ~~decrease~~increase in SG&A expense during both the three and six months ended June 30, 2022 was primarily due to ~~reduced severance costs and sales and marketing expenses, partially offset by~~ higher personnel ~~costs.~~costs in the current year, including higher commission expense, following strong contract value growth in 2021, which is amortized as the related revenue is recognized, as well as higher salary expense due to increased headcount. The increase in SG&A, as compared to the prior fiscal year, was also due to charges associated with the impairment of right-of-use assets and other long-lived assets of $11.6 million and $35.5 million for the three and six months ended June 30, 2022, respectively, related to certain office locations we no longer intend to use. The number of quota-bearing sales associates in Global Technology Sales ~~decreased~~increased by 4%9% to ~~2,979~~3,237 and in Global Business Sales increased by 6%17% to ~~885~~1,036 compared to June 30, ~~2020.~~2021. On a combined basis, the total number of quota-bearing sales associates ~~decreased~~increased by 2%11% when compared to June 30, ~~2020.~~2021. SG&A expense as a percent of revenues was ~~42%~~44% and ~~51%~~42% during the three months ended June 30, 2022 and 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 as well as reduced travel and entertainment costs. SG&A expense as a percent of revenues was ~~43%~~46% and ~~50%~~43% during the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. We expect SG&A expense as a percentage of revenue to increase over the near-term as our hiring continues.

Depreciation ~~increased~~decreased by ~~14%~~11% during both of the three and six months ended June 30, ~~2021~~2022, compared to the same periods in ~~2020.~~ 2021. The ~~increases~~decreases for the three and six months endedJune 30, ~~2021~~ 2022 were primarily due to ~~additional investments,~~ ~~including new~~a reduction in leasehold improvements depreciation as ~~additional office space went into service,~~ a~~nd capitalized software.~~ result of the impairment losses recorded in the fourth quarter of 2021 and the six months ended June 30, 2022.

Amortization of intangibles decreased by ~~16%~~5% and ~~11%~~12% during the three and six months ended June 30, ~~2021~~2022, respectively, compared to the same periods in ~~2020~~2021 due to certain intangible assets ~~that became~~becoming fully amortized in ~~2020.~~2021.

Acquisition and integration charges ~~decreased~~increased by ~~$0.9~~$1.0 million and ~~$1.8~~$2.6 million during the three and six months ended June 30, 2022 compared to the same period in 2021.

Operating income was $297.1 million and $274.7 million during the three months ended June 30, 2022 and 2021, respectively. Operating income was $514.4 million and $500.1 million during the six months ended June 30, 2022 and 2021, respectively. The increase in operating income for both the three and six months ended June 30, 2022 as compared to the prior year periods was due to increased revenue, partially offset by an increase in cost of services and product development and selling, general and administrative expenses.

Interest expense, net increased by $2.3 million and $7.6 million during the three and six months ended June 30, 2022, respectively, compared to the same periods in ~~2020.~~2021. The increase was primarily due to an increase in outstanding debt as a result of the issuance of the 2029 Notes in June 2021.

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~~Other income ~~was $274.7 million and $99.7 million during the three months ended June 30, 2021 and 2020, respectively.~~ ~~The increase in operating income was due to increased revenue, partially offset by an increase in cost of services and product development.Operating income~~ ~~was $500.1 million and $224.4 million during the six months ended June 30, 2021 and 2020, respectively.~~ ~~The increase in operating income was primarily due to increased revenue.~~

~~Interest expense,~~ (expense), net decreased by $2.9 million and $3.1 million during the three and six months ended June 30, 2021, respectively, compared to the same periods in 2020. The decrease was primarily due to a reduction in outstanding debt, partially offset by higher weighted average annual effective rates as a result of interest expense on our 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 income (expense), net for the three and six months ended June 30, 2022 also included gains of $10.7 million and $40.5 million, respectively, on de-designated interest rate swaps. Other income (expense), net for the three and six months ended June 30, 2021 also included a ~~$4.0~~$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 included the release of $10.3 million on interest rate swaps from Accumulated other comprehensive loss, net related to forecasted interest payments no longer being probable as a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.

Net income for the three months ended June 30, 2022 and 2021 ~~and 2020~~ was ~~$271.2~~$204.9 million and ~~$55.1~~$271.2 million, respectively, while net income for the six months ended June 30, 2022 and 2021 ~~and 2020~~ was ~~$435.3~~$377.4 million and ~~$130.2~~$435.3 million, respectively. Our diluted net

income per share during the three and six months ended June 30, ~~2021 increased~~2022 decreased by ~~$2.52~~$0.60 and $0.35, respectively, compared to the same period in ~~2020.~~2021. The ~~increase~~decrease in net income during the three and sixmonths ended June 30, ~~2021~~2022 was primarily the result of ~~increased revenues and~~ the gain on event cancellation insurance ~~claims,~~recognized in the prior year, as well as increased operating expenses, partially offset by ~~an increase in 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,~~ and 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.~~swaps.

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:~~

•~~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~~ sections below present the results of the Company’s three reportable business ~~segments.~~segments: Research, Conferences and Consulting.

Research


		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)			As Of And For The Three Months Ended June 30, 2022			As Of And For The Three Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2022			As Of And For The Six Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																					Financial Measurements:
Revenues (1)	Revenues (1)	$	1,003,238		$	875,329		$	127,909	15	%	$	1,982,970		$	1,784,620		$	198,350	11	%	Revenues (1)	$	1,142,329		$	1,003,238		$	139,091	14	%	$	2,278,709		$	1,982,970		$	295,739	15	%
Gross contribution (1)	Gross contribution (1)	$	742,131		$	632,624		$	109,507	17	%	$	1,466,503		$	1,286,094		$	180,409	14	%	Gross contribution (1)	$	843,965		$	742,131		$	101,834	14	%	$	1,693,344		$	1,466,503		$	226,841	15	%
Gross contribution margin	Gross contribution margin	74		%	72		%	2 points		—		74		%	72		%	2 points		—		Gross contribution margin	74		%	74		%	0 point		—		74		%	74		%	0 point		—
Business Measurements:	Business Measurements:																					Business Measurements:
Global Technology Sales (2):	Global Technology Sales (2):																					Global Technology Sales (2):
Contract value (1), (3)	Contract value (1), (3)	$	3,066,000		$	2,814,000		$	252,000	9	%											Contract value (1), (3)	$	3,406,000		$	3,000,000		$	406,000	14	%
Client retention	Client retention	85		%	80		%	5 point		—												Client retention	86		%	85		%	1 point		—
Wallet retention	Wallet retention	101		%	100		%	1 point		—												Wallet retention	107		%	101		%	6 points		—
Global Business Sales (2):	Global Business Sales (2):																					Global Business Sales (2):
Contract value (1), (3)	Contract value (1), (3)	$	770,000		$	652,000		$	118,000	18	%											Contract value (1), (3)	$	936,000		$	761,000		$	175,000	23	%
Client retention	Client retention	85		%	83		%	2 points		—												Client retention	88		%	85		%	3 points		—
Wallet retention	Wallet retention	110		%	100		%	10 points		—												Wallet retention	115		%	110		%	5 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 June 30, ~~2020~~2021 have been calculated using the same foreign currency rates as ~~2021.~~2022.

Research revenues increased by ~~$127.9~~$139.1 million during the three months ended June 30, ~~2021~~2022 compared to the same period in ~~2020,~~2021, or 14% on a reported basis and 17% excluding the foreign currency impact. For the six months ended June 30, 2022, research revenues increased by $295.7 million compared to the same period in 2021, or 15% on a reported basis and ~~11%~~18% excluding the foreign currency impact. The segment gross contribution margin was 74% ~~and 72% during~~for all the three months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021, research revenues increased by $198.4 million compared to the same period in 2020, or 11% on a reported basis and 8% excluding the foreign currency impact.periods presented herein. The increase in revenues during ~~2021~~2022 was primarily due to the same factors driving the trend in our Research contract value, which are discussed below. The improvement in margin of 2 points for the three months ended June 30, 2021 compared to the same prior year period was primarily due to the growth in 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~~Contract value increased to ~~$3.8~~$4.3 billion at June 30, ~~2021,~~2022, or ~~11%~~15% compared to June 30, ~~2020 on a~~2021 excluding the foreign currency ~~neutral basis.~~impact. Global Technology Sales (“GTS”) contract value increased by 9%14% at June 30, ~~2021~~2022 when compared to June 30, ~~2020.~~2021. The increase in GTS contract value was primarily due to new business from new and existing clients, as well as improved client retention. GTS contract value increased by double-digits for all enterprise sizes and almost all sectors. Global Business Sales (“GBS”) contract value increased by ~~18%~~23% year-over-year, also primarily driven by new business from new and existing clients, ~~as well as~~and improved client retention. All of our GBS practices achieved double-digit growth rates, with the majority growing more than 20% year-over-year.

GTS client retention was ~~85%~~86% and ~~80%~~85% as of June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, while wallet retention was ~~101%~~107% and ~~100%~~101%, respectively. GBS client retention was ~~85%~~88% and ~~83%~~85% as of June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, while wallet retention was ~~110%~~115% and ~~100%~~110%, respectively. The increase in GTS and GBS wallet retention was largely due to increased spending by existing clients, as well as improved client retention of larger clients. The number of GTS client enterprises increased by 9%4.2% at June 30, 2022 when compared to prior year, while GBS client enterprises ~~declined~~increased by 1%4.7% at June 30, ~~2021~~2022 when compared to ~~June 30, 2020.~~the prior year.

Conferences


		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)			Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		Six Months Ended June 30, 2022			Six Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																			Financial Measurements:
Revenues (1)	Revenues (1)	$	58,179		$	317	$	57,862	nm	$	82,981		$	14,187		$	68,794	485	%	Revenues (1)	$	113,525		$	58,179		$	55,346	95	%	$	123,879		$	82,981		$	40,898	49	%
Gross contribution (1)	Gross contribution (1)	$	42,602		$	(11,230)	$	53,832	nm	$	56,498		$	(17,290)		$	73,788	(427)	%	Gross contribution (1)	$	73,526		$	42,602		$	30,924	73	%	$	70,650		$	56,498		$	14,152	25	%
Gross contribution margin	Gross contribution margin	73		%	nm		nm		—	68		%	(122)		%	nm		—		Gross contribution margin	65		%	73		%	(8) points		—		57		%	68		%	(11) points		—
Business Measurements:	Business Measurements:																			Business Measurements:
Number of destination conferences (2)	Number of destination conferences (2)	13			—		13		nm	18			5			13		260	%	Number of destination conferences (2)	14			13			1		8	%	19			18			1		6	%
Number of destination conferences attendees (2)	Number of destination conferences attendees (2)	15,269			—		15,269		nm	20,651			3,364			17,287		514	%	Number of destination conferences attendees (2)	14,467			15,269			(802)		(5)	%	18,371			20,651			(2,280)		(11)	%

~~nm = not meaningful~~

(1)Dollars in thousands.

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

~~In response~~Conferences revenues increased by $55.3 million during the three months ended June 30, 2022 compared to the ~~COVID-19 pandemic, we cancelled all in-person conferences from March 2020 through at least August 2021, and pivoted~~same period in 2021. Conferences revenues increased by $40.9 million during the six months ended June 30, 2022 compared to ~~producing virtual conferences with a focus on maximizing~~ the ~~value we deliver to our clients. We held 13 and 18 virtual conferences during~~same period in 2021. The increase in revenues for the three and six months ended June 30, ~~2021, respectively,~~2022 was primarily due to the return to in-person destination conferences. We re-launched in-person destination conferences during the second quarter of 2022 and ~~plan on holding additional virtual~~expect to hold in-person destination conferences ~~through~~in future periods as conditions permit. We also expect to continue to deliver some conferences virtually during the remainder of ~~2021. Operationally, we are planning~~the year. We held 6 in-person destination conferences during the three months ended June 30, 2022. We held 8 and 13 virtual conferences during each of the three months ended June 30, 2022 and 2021, respectively. Gross contribution increased to ~~resume some in-person conferences starting in September 2021, and we intend to continue to put on virtual conferences. Conferences revenues increased by $57.9~~$73.5 million during the three months ended June 30, ~~2021~~2022 compared to the same period in 2020. Conferences revenues increased by $68.8 million during the six months ended June 30, 2021, compared to the same period in 2020. The increase in revenues for the 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 increased to $42.6 ~~million during the three months ended June 30, 2021 compared to a loss of $11.2~~ million in the same period last year. Gross contribution increased to ~~$56.5~~$70.7 million during the six months ended June 30, ~~2021~~2022 compared to ~~a loss of $17.3~~$56.5 million in the same period last year. The increase in gross contribution was primarily the result of the return to in-person destination conferences noted above. We expect Conferences gross contribution margin to decrease from 2021 levels as the mix of in-person destination conferences increases.

Consulting


		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)			As Of And For The Three Months Ended June 30, 2022			As Of And For The Three Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2022			As Of And For The Six Months Ended June 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																					Financial Measurements:
Revenues (1)	Revenues (1)	$	105,902		$	97,489		$	8,413	9	%	$	205,406		$	193,219		$	12,187	6	%	Revenues (1)	$	120,667		$	105,902		$	14,765	14	%	$	236,673		$	205,406		$	31,267	15	%
Gross contribution (1)	Gross contribution (1)	$	42,770		$	33,542		$	9,228	28	%	$	81,868		$	62,925		$	18,943	30	%	Gross contribution (1)	$	50,223		$	42,770		$	7,453	17	%	$	101,235		$	81,868		$	19,367	24	%
Gross contribution margin	Gross contribution margin	40		%	34		%	6 points		—		40		%	33		%	7 points		—		Gross contribution margin	42		%	40		%	2 points		—		43		%	40		%	3 points		—
Business Measurements:	Business Measurements:																					Business Measurements:
Backlog (1), (2)	Backlog (1), (2)	$	108,400		$	101,600		$	6,800	7	%											Backlog (1), (2)	$	152,300		$	104,900		$	47,400	45	%
Billable headcount	Billable headcount	740			796			(56)		(7)	%											Billable headcount	799			740			59		8	%
Consultant utilization	Consultant utilization	70		%	59		%	11 points		—		69		%	61		%	8 points		—		Consultant utilization	71		%	70		%	1 point		—		72		%	69		%	3 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 June 30, ~~2020~~2021 has been calculated using the same foreign currency rates as ~~2021.~~2022. We changed our method of calculating backlog beginning in 2022 to include multi-year contracts.

Consulting revenues increased 9%by 14% during the three months ended June 30, ~~2021~~2022 compared to the same period in ~~2020~~2021 on a reported basis and 4%20% excluding the foreign currency impact, with ~~a revenue~~an increase in labor-based consulting revenue of ~~25%~~11% and ~~a decrease~~an increase in contract optimization revenue of ~~31%~~28%, each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the second quarter of ~~2021~~2022 may not be indicative of results for the remainder of ~~2021~~2022 or beyond. The segment gross contribution margin was ~~40%~~42% and ~~34%~~40% for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The increase in gross contribution margin during the second quarter of ~~2021~~2022 was primarily due to the increase in ~~revenue, as well as reduced personnel expenses. Consultant utilization increased by 11 points during the~~ ~~three~~ ~~months ended June 30, 2021 compared to the same period in 2020 due to a reduction in billable headcount.~~revenue.

For the six months ended June 30, ~~2021,~~2022, Consulting revenues increased 6%15% compared to the same period in ~~2020~~2021 on a reported basis and 2%20% excluding the foreign currency impact, ~~while the~~with an increase in labor-based consulting revenue of 13% and an increase in contract optimization revenue of 28%, each on a reported basis. The segment gross contribution margin for the six months ended June 30, 2022 increased by ~~7 points.~~3 points compared to the same period in 2021. The increase in ~~revenues~~gross contribution margin for the six months ended June 30, 2022 was also primarily due to the ~~same factors that caused the~~ increase ~~during the second quarter of 2021.~~in revenue.

Backlog increased by ~~$6.8~~$47.4 million, or 7%45%, from June 30, ~~2020~~2021 to June 30, ~~2021 on a~~2022 excluding the foreign currency ~~neutral basis.~~impact. The ~~$108.4 million~~change in our method of calculating backlog ~~at June 30, 2021 represented~~noted above contributed approximately ~~four months of~~12 percentage points to the backlog ~~which is in line with the Company’s operational target.~~growth rate.

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and borrowings. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At June 30, ~~2021,~~2022, we had ~~$796.3~~$360.5 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~~both the next twelve ~~months.~~months and the foreseeable future.

We have historically generated significant cash flows from our operating ~~activities. Our operating cash flow has been continuously maintained by~~activities, benefiting from the ~~leverage characteristics~~favorable working capital dynamics 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, our subscription-based business model has resulted in continuously strong operating cash flow. Cash flow generation has also benefited 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 ~~60%~~82% held ~~overseas~~outside the U.S. at June 30, ~~2021.~~2022. 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).


		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020		Increase (Decrease)			Six Months Ended June 30, 2022		Six Months Ended June 30, 2021		Increase (Decrease)
Cash provided by operating activities	Cash provided by operating activities	$	732,645	$	398,917	$	333,728	Cash provided by operating activities	$	583,392	$	732,645	$	(149,253)
Cash used in investing activities	Cash used in investing activities	(47,253)		(45,865)		(1,388)		Cash used in investing activities	(38,385)		(47,253)		8,868
Cash used in financing activities	Cash used in financing activities	(590,237)		(275,753)		(314,484)		Cash used in financing activities	(920,548)		(590,237)		(330,311)
Net increase in cash and cash equivalents and restricted cash		95,155		77,299		17,856
Net (decrease) increase in cash and cash equivalents and restricted cash								Net (decrease) increase in cash and cash equivalents and restricted cash	(375,541)		95,155		(470,696)
Effects of exchange rates	Effects of exchange rates	(7,281)		(1,502)		(5,779)		Effects of exchange rates	(20,479)		(7,281)		(13,198)
Beginning cash and cash equivalents		712,583		280,836		431,747
Beginning cash and cash equivalents and restricted cash								Beginning cash and cash equivalents and restricted cash	760,602		712,583		48,019
Ending cash and cash equivalents and restricted cash	Ending cash and cash equivalents and restricted cash	$	800,457	$	356,633	$	443,824	Ending cash and cash equivalents and restricted cash	$	364,582	$	800,457	$	(435,875)

Operating

Cash provided by operating activities was ~~$732.6~~$583.4 million and ~~$398.9~~$732.6 million during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The year-over-year ~~increase~~decrease was primarily due to ~~higher pre-tax income~~$150.0 million of insurance proceeds received in the 2021 period ~~in part due~~related to ~~a $135.5 million gain on~~2020 event cancellation ~~insurance~~ claims, as well as higher commission and ~~an increase~~interest payments in ~~deferred revenues resulting from increased bookings in Research,~~2022, partially offset by ~~higher~~reduced income tax payments.

Investing

Cash used in investing activities was ~~$47.3~~$38.4 million and ~~$45.9~~$47.3 million during the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~cash used in~~decrease from 2021 ~~was for capital expenditures and the acquisition of Pulse Q&A Inc. The increase from 2020~~ to ~~2021~~2022 was the result of the 2021 acquisition of Pulse Q&A Inc., partially offset by ~~reduced~~increased capital ~~spending in response~~expenditures due primarily to ~~the COVID-19 pandemic.~~higher capitalized software additions.

Financing

Cash used in financing activities was ~~$590.2~~$920.5 million and ~~$275.8~~$590.2 million during the six months ended June 30, 2022 and 2021, respectively. During the 2022 period, we used $929.9 million of cash for share repurchases and ~~2020, respectively.~~paid a net $2.7 million in debt principal repayments. During the 2021 period, we used $1,083.4 million of cash for share repurchases, 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~~Agreement. During the ~~proceeds from the issuance of the 2029 Notes. We~~2021 period, we also repaid a net $5.0 million on our revolving credit facility under the 2020 Credit Agreement and paid a net ~~$105.3~~$5.3 million in debt principal repayments, ~~and used $1,083.4~~exclusive of the $100.0 million ~~of cash for share repurchases. During the 2020 period, we issued $800.0~~term loan repayment.

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

Debt

As of June 30, ~~2021,~~2022, the Company had $2.5 billion of principal amount of debt outstanding, of which ~~$2.7~~$3.3 million is to be repaid in the remainder of fiscal year ~~2021.~~2022. Note 8 — 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 June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to the 2029 Note Indenture, dated as of June 18, 2021, among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

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

The Company used a portion of the net proceeds of the 2029 Notes (i) to repay $100.0 million of the outstanding borrowings under the Company’s existing term loan facility and (ii) to pay related fees and expenses The Company intends to use the remaining net proceeds from the issuance of the 2029 Notes for general corporate purposes.

OFF BALANCE SHEET ARRANGEMENTS

From January 1, ~~2021~~2022 through June 30, ~~2021,~~2022, 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 June 30, ~~2021,~~2022, the Company had $2.5 billion in total debt principal outstanding. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

Approximately $0.3 billion of the Company’s total debt outstanding as of June 30, ~~2021~~2022 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 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 June 30, ~~2021,~~2022, we had ~~$796.3~~$360.5 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 June 30, ~~2021~~2022 could have increased or decreased by approximately ~~$55.1~~$33.6 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 June 30, ~~2021~~2022 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.

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 June 30, ~~2021,~~2022, 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, ~~2020.~~2021.

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

In May 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional ~~$300 million~~$1.6 billion, and ~~$500 million~~$1.0 billion of the Company’s common stock ~~in February~~during 2021 and ~~April 2021,~~the first half of 2022, 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 June 30, ~~2021 pursuant to the prior $2.0 billion share repurchase authorization and the settlement of stock-based compensation awards.~~2022.

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


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, 2022 to April 30, 2022	586,747	$	295.68	586,187	$	1,004,428
May 1, 2022 to May 31, 2022	895,804	253.07		895,002	777,931
June 1, 2022 to June 30, 2022	298,586	246.37		298,326	$	704,434
Total for the quarter (1)	1,781,137	$	265.98	1,779,515

(1)The repurchased shares during the three months ended June 30, ~~2021~~2022 included purchases for both the settlement of stock-based compensation awards and open market purchases.

ITEM 6. EXHIBITS


EXHIBIT NUMBER						DESCRIPTION OF DOCUMENT

~~3.1 (1)~~10 .1 +*						~~By-laws~~Separation Agreement and Release of ~~Gartner, Inc. (as amended through April 29, 2021)~~.

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

~~10.1 (1)~~						~~Amendment to Employment Agreement~~July 13, 2022, between ~~Eugene A. Hall and~~ the Company ~~dated as of April 29, 202~~1 .

~~10.2 (3)~~						~~Gartner, Inc. 2011 Employee Stock Purchase Plan, as amended~~ and ~~restated, effective September 1, 2021~~.Jules Kaufman

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).

+ Management compensation plan or arrangement.

* Filed with this report.

~~(1)Incorporated by reference from the Company’s Current Report on Form 8-K filed on 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:	August ~~3, 2021~~2, 2022	/s/ Craig W. Safian
		Craig W. Safian
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)


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


Three Months Ended June 30, 2020	Research		Conferences		Consulting		Consolidated
Revenues	$	875,329	$	317	$	97,489	$	973,135
Gross contribution	632,624		(11,230)		33,542		654,936
Corporate and other expenses							(555,285)
Operating income							$	99,651