UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
			For the quarterly period ended ~~September~~June 30, ~~2022~~2023
			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~~964-0096

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~October~~July 28, ~~2022, 79,024,380~~2023, 78,825,222 shares of the registrant’s common shares were outstanding.

Table of Contents


			Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022			3
Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			4
Condensed Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			5
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) ~~Equity~~ for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			6
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022			87
Notes to Condensed Consolidated Financial Statements			98
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			2825
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			4137
ITEM 4. CONTROLS AND PROCEDURES			4238
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			4339
ITEM 1A. RISK FACTORS			4339
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			4339

ITEM 6. EXHIBITS			4440

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	528,687	$	756,493	Cash and cash equivalents	$	1,172,828	$	697,999
Fees receivable, net of allowances of $7,500 and $6,500, respectively		1,047,140		1,365,180
Fees receivable, net of allowances of $8,000 and $9,000, respectively						Fees receivable, net of allowances of $8,000 and $9,000, respectively	1,271,792		1,556,786
Deferred commissions	Deferred commissions	269,310		380,569		Deferred commissions	311,085		363,079
Prepaid expenses and other current assets	Prepaid expenses and other current assets	135,118		117,838		Prepaid expenses and other current assets	143,473		119,207
Assets held-for-sale						Assets held-for-sale	—		49,036
Total current assets	Total current assets	1,980,255		2,620,080		Total current assets	2,899,178		2,786,107
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net	256,176		273,562		Property, equipment and leasehold improvements, net	258,601		264,581
Operating lease right-of-use assets	Operating lease right-of-use assets	460,910		548,258		Operating lease right-of-use assets	398,250		436,592
Goodwill	Goodwill	2,936,140		2,951,317		Goodwill	2,931,821		2,930,211
Intangible assets, net	Intangible assets, net	603,833		714,418		Intangible assets, net	547,794		584,714
Other assets	Other assets	288,640		308,689		Other assets	320,289		297,531
Total Assets	Total Assets	$	6,525,954	$	7,416,324	Total Assets	$	7,355,933	$	7,299,736
Liabilities and Stockholders’ (Deficit) Equity
Liabilities and Stockholders’ Equity						Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	848,910	$	1,134,814	Accounts payable and accrued liabilities	$	828,873	$	1,115,198
Deferred revenues	Deferred revenues	2,229,648		2,238,035		Deferred revenues	2,499,379		2,443,762
Current portion of long-term debt	Current portion of long-term debt	7,335		5,931		Current portion of long-term debt	9,000		7,800
Liabilities held-for-sale						Liabilities held-for-sale	—		30,840
Total current liabilities	Total current liabilities	3,085,893		3,378,780		Total current liabilities	3,337,252		3,597,600
Long-term debt, net of deferred financing fees	Long-term debt, net of deferred financing fees	2,454,853		2,456,833		Long-term debt, net of deferred financing fees	2,451,137		2,453,607
Operating lease liabilities	Operating lease liabilities	614,442		697,766		Operating lease liabilities	555,085		597,267
Other liabilities	Other liabilities	435,692		511,887		Other liabilities	425,953		423,464
Total Liabilities	Total Liabilities	6,590,880		7,045,266		Total Liabilities	6,769,427		7,071,938
Stockholders’ (Deficit) Equity
Stockholders’ Equity						Stockholders’ 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	—		—		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	2,161,940		2,074,896		Additional paid-in capital	2,259,057		2,179,604
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(130,548)		(81,431)		Accumulated other comprehensive loss, net	(85,127)		(101,610)
Accumulated earnings	Accumulated earnings	3,600,012		3,049,027		Accumulated earnings	4,350,652		3,856,826
Treasury stock, at cost, 84,433,523 and 81,205,504 common shares, respectively		(5,696,412)		(4,671,516)
Total Stockholders’ (Deficit) Equity		(64,926)		371,058
Total Liabilities and Stockholders’ (Deficit) Equity		$	6,525,954	$	7,416,324
Treasury stock, at cost, 84,425,787 and 84,428,513 common shares, respectively						Treasury stock, at cost, 84,425,787 and 84,428,513 common shares, respectively	(5,938,158)		(5,707,104)
Total Stockholders’ Equity						Total Stockholders’ Equity	586,506		227,798
Total Liabilities and Stockholders’ Equity						Total Liabilities and Stockholders’ Equity	$	7,355,933	$	7,299,736

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Revenues:	Revenues:									Revenues:
Research	Research	$	1,147,823	$	1,037,124	$	3,426,532	$	3,020,094	Research	$	1,207,885	$	1,142,329	$	2,425,076	$	2,278,709
Conferences	Conferences	77,031		24,415		200,910		107,396		Conferences	168,897		113,525		233,539		123,879
Consulting	Consulting	107,014		94,743		343,687		300,149		Consulting	126,403		120,667		253,439		236,673

Total revenues	Total revenues	1,331,868		1,156,282		3,971,129		3,427,639		Total revenues	1,503,185		1,376,521		2,912,054		2,639,261
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of services and product development	Cost of services and product development	416,837		359,237		1,218,405		1,044,506		Cost of services and product development	487,418		424,535		922,557		801,568
Selling, general and administrative	Selling, general and administrative	613,031		512,573		1,835,846		1,488,324		Selling, general and administrative	680,168		604,911		1,337,258		1,222,815
Depreciation	Depreciation	22,882		25,371		68,993		76,972		Depreciation	23,712		22,910		47,608		46,111
Amortization of intangibles	Amortization of intangibles	24,369		27,109		74,271		83,777		Amortization of intangibles	22,901		24,754		45,636		49,902
Acquisition and integration charges	Acquisition and integration charges	1,331		1,771		5,827		3,713		Acquisition and integration charges	1,973		2,289		3,341		4,496
Gain from sale of divested operation										Gain from sale of divested operation	3,906		—		(135,410)		—
Total costs and expenses	Total costs and expenses	1,078,450		926,061		3,203,342		2,697,292		Total costs and expenses	1,220,078		1,079,399		2,220,990		2,124,892
Operating income	Operating income	253,418		230,221		767,787		730,347		Operating income	283,107		297,122		691,064		514,369
Interest expense, net	Interest expense, net	(30,286)		(31,599)		(91,399)		(85,138)		Interest expense, net	(24,558)		(29,719)		(51,949)		(61,113)
Gain on event cancellation insurance claims	Gain on event cancellation insurance claims	—		—		—		135,545		Gain on event cancellation insurance claims	—		—		3,077		—

Other income, net	Other income, net	8,930		211		46,684		12,019		Other income, net	5,575		8,548		3,209		37,754
Income before income taxes	Income before income taxes	232,062		198,833		723,072		792,773		Income before income taxes	264,124		275,951		645,401		491,010
Provision for income taxes	Provision for income taxes	58,517		49,968		172,087		208,572		Provision for income taxes	66,081		71,026		151,575		113,570
Net income	Net income	$	173,545	$	148,865	$	550,985	$	584,201	Net income	$	198,043	$	204,925	$	493,826	$	377,440

Net income per share:	Net income per share:									Net income per share:
Basic	Basic	$	2.19	$	1.78	$	6.84	$	6.80	Basic	$	2.50	$	2.55	$	6.22	$	4.65
Diluted	Diluted	$	2.17	$	1.76	$	6.77	$	6.72	Diluted	$	2.48	$	2.53	$	6.17	$	4.60
Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	79,259		83,566		80,516		85,877		Basic	79,285		80,271		79,368		81,145
Diluted	Diluted	80,059		84,766		81,373		86,925		Diluted	79,820		80,974		80,015		82,011

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Net income	Net income	$	173,545	$	148,865	$	550,985	$	584,201	Net income	$	198,043	$	204,925	$	493,826	$	377,440
Other comprehensive (loss) income, net of tax:
Other comprehensive income (loss), net of tax:										Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	Foreign currency translation adjustments	(29,961)		(6,488)		(62,190)		(1,172)		Foreign currency translation adjustments	6,932		(25,431)		8,764		(32,229)
Interest rate swaps – net change in deferred gain or loss	Interest rate swaps – net change in deferred gain or loss	3,886		5,529		13,125		16,256		Interest rate swaps – net change in deferred gain or loss	3,818		3,869		7,652		9,239
Pension plans – net change in deferred actuarial loss	Pension plans – net change in deferred actuarial loss	43		100		(52)		307		Pension plans – net change in deferred actuarial loss	33		(143)		67		(95)
Other comprehensive (loss) income, net of tax		(26,032)		(859)		(49,117)		15,391
Other comprehensive income (loss), net of tax										Other comprehensive income (loss), net of tax	10,783		(21,705)		16,483		(23,085)
Comprehensive income	Comprehensive income	$	147,513	$	148,006	$	501,868	$	599,592	Comprehensive income	$	208,826	$	183,220	$	510,309	$	354,355

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

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

(Unaudited; in thousands)


Three and Nine Months Ended September 30, 2022
Three and Six Months Ended June 30, 2023														Three and Six Months Ended June 30, 2023
		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, 2021		$	82	$	2,074,896	$	(81,431)	$	3,049,027	$	(4,671,516)	$	371,058
Balance at December 31, 2022														Balance at December 31, 2022	$	82	$	2,179,604	$	(101,610)	$	3,856,826	$	(5,707,104)	$	227,798
Net income	Net income	—		—		—		172,515		—		172,515		Net income	—		—		—		295,783		—		295,783
Other comprehensive loss		—		—		(1,380)		—		—		(1,380)
Other comprehensive income														Other comprehensive income	—		—		5,700		—		—		5,700
Issuances under stock plans	Issuances under stock plans	—		579		—		—		6,385		6,964		Issuances under stock plans	—		(2,141)		—		—		9,520		7,379
Common share repurchases	Common share repurchases	—		—		—		—		(463,125)		(463,125)		Common share repurchases	—		—		—		—		(108,850)		(108,850)
Stock-based compensation expense	Stock-based compensation expense	—		32,121		—		—		—		32,121		Stock-based compensation expense	—		45,048		—		—		—		45,048
Balance at March 31, 2022		$	82	$	2,107,596	$	(82,811)	$	3,221,542	$	(5,128,256)	$	118,153
Balance at March 31, 2023														Balance at March 31, 2023	$	82	$	2,222,511	$	(95,910)	$	4,152,609	$	(5,806,434)	$	472,858
Net income	Net income	—		—		—		204,925		—		204,925		Net income	—		—		—		198,043		—		198,043
Other comprehensive loss		—		—		(21,705)		—		—		(21,705)
Other comprehensive income														Other comprehensive income	—		—		10,783		—		—		10,783
Issuances under stock plans	Issuances under stock plans	—		4,634		—		—		427		5,061		Issuances under stock plans	—		4,313		—		—		1,586		5,899
Common share repurchases		—		—		—		—		(473,755)		(473,755)
Common share repurchases (including excise tax)														Common share repurchases (including excise tax)	—		—		—		—		(133,310)		(133,310)
Stock-based compensation expense	Stock-based compensation expense	—		24,454		—		—		—		24,454		Stock-based compensation expense	—		32,233		—		—		—		32,233
Balance at June 30, 2022		$	82	$	2,136,684	$	(104,516)	$	3,426,467	$	(5,601,584)	$	(142,867)
Net income		—		—		—		173,545		—		173,545
Other comprehensive loss		—		—		(26,032)		—		—		(26,032)
Issuances under stock plans		—		4,288		—		—		706		4,994
Common share repurchases		—		—		—		—		(95,534)		(95,534)
Stock-based compensation expense		—		20,968		—		—		—		20,968
Balance at September 30, 2022		$	82	$	2,161,940	$	(130,548)	$	3,600,012	$	(5,696,412)	$	(64,926)
Balance at June 30, 2023														Balance at June 30, 2023	$	82	$	2,259,057	$	(85,127)	$	4,350,652	$	(5,938,158)	$	586,506


Three and Nine Months Ended September 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
Net income		—		—		—		164,100		—		164,100
Other comprehensive income		—		—		6,050		—		—		6,050
Issuances under stock plans		—		(1,543)		—		—		6,923		5,380
Common share repurchases		—		—		—		—		(410,450)		(410,450)
Stock-based compensation expense		—		36,086		—		—		—		36,086
Balance at March 31, 2021		$	82	$	2,003,473	$	(93,178)	$	2,419,567	$	(3,438,350)	$	891,594
Net income		—		—		—		271,236		—		271,236
Other comprehensive income		—		—		10,200		—		—		10,200
Issuances under stock plans		—		2,063		—		—		2,017		4,080
Common share repurchases		—		—		—		—		(675,662)		(675,662)
Stock-based compensation expense		—		26,190		—		—		—		26,190
Balance at June 30, 2021		$	82	$	2,031,726	$	(82,978)	$	2,690,803	$	(4,111,995)	$	527,638
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	—		—		—		148,865		—		148,865		Net income	—		—		—		172,515		—		172,515
Other comprehensive loss	Other comprehensive loss	—		—		(859)		—		—		(859)		Other comprehensive loss	—		—		(1,380)		—		—		(1,380)
Issuances under stock plans	Issuances under stock plans	—		3,411		—		—		720		4,131		Issuances under stock plans	—		579		—		—		6,385		6,964
Common share repurchases	Common share repurchases	—		—		—		—		(364,694)		(364,694)		Common share repurchases	—		—		—		—		(463,125)		(463,125)
Stock-based compensation expense	Stock-based compensation expense	—		19,426		—		—		—		19,426		Stock-based compensation expense	—		32,121		—		—		—		32,121
Balance at September 30, 2021		$	82	$	2,054,563	$	(83,837)	$	2,839,668	$	(4,475,969)	$	334,507
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	—		—		—		204,925		—		204,925
Other comprehensive loss														Other comprehensive loss	—		—		(21,705)		—		—		(21,705)
Issuances under stock plans														Issuances under stock plans	—		4,634		—		—		427		5,061
Common share repurchases														Common share repurchases	—		—		—		—		(473,755)		(473,755)
Stock-based compensation expense														Stock-based compensation expense	—		24,454		—		—		—		24,454
Balance at June 30, 2022														Balance at June 30, 2022	$	82	$	2,136,684	$	(104,516)	$	3,426,467	$	(5,601,584)	$	(142,867)

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


		Nine Months Ended					Six Months Ended
		September 30,					June 30,
		2022		2021			2023		2022
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	550,985	$	584,201	Net income	$	493,826	$	377,440
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	143,264		160,749		Depreciation and amortization	93,244		96,013
Stock-based compensation expense	Stock-based compensation expense	77,543		81,702		Stock-based compensation expense	77,281		56,575
Deferred taxes	Deferred taxes	2,476		449		Deferred taxes	(16,153)		3,256

Gain from sale of divested operation						Gain from sale of divested operation	(135,410)		—
Loss on impairment of lease related assets	Loss on impairment of lease related assets	37,546		—		Loss on impairment of lease related assets	18,727		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	52,686		56,162		Reduction in the carrying amount of operating lease right-of-use assets	35,357		35,366
Amortization and write-off of deferred financing fees	Amortization and write-off of deferred financing fees	3,420		3,036		Amortization and write-off of deferred financing fees	2,330		2,273
Gain on de-designated swaps	Gain on de-designated swaps	(51,745)		(12,149)		Gain on de-designated swaps	(5,101)		(40,547)
Changes in assets and liabilities:
Changes in assets and liabilities, net of acquisitions and divestitures:						Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net	Fees receivable, net	258,543		257,541		Fees receivable, net	294,569		159,098
Deferred commissions	Deferred commissions	96,841		6,783		Deferred commissions	54,053		60,156
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(19,936)		(18,418)		Prepaid expenses and other current assets	(18,667)		(20,248)
Other assets	Other assets	6,371		(23,979)		Other assets	(30,738)		11,317
Deferred revenues	Deferred revenues	92,527		103,565		Deferred revenues	36,704		212,083
Accounts payable and accrued and other liabilities	Accounts payable and accrued and other liabilities	(352,208)		(121,958)		Accounts payable and accrued and other liabilities	(299,561)		(404,891)
Cash provided by operating activities	Cash provided by operating activities	898,313		1,077,684		Cash provided by operating activities	600,461		583,392
Investing activities:	Investing activities:					Investing activities:
Additions to property, equipment and leasehold improvements	Additions to property, equipment and leasehold improvements	(70,461)		(38,670)		Additions to property, equipment and leasehold improvements	(46,694)		(38,385)
Acquisitions - cash paid (net of cash acquired)		(4,109)		(23,030)

Proceeds from sale of divested operation						Proceeds from sale of divested operation	156,057		—

Cash provided by (used in) investing activities						Cash provided by (used in) investing activities	109,363		(38,385)
Financing activities:						Financing activities:
Proceeds from employee stock purchase plan						Proceeds from employee stock purchase plan	13,240		11,995

Cash used in investing activities		(74,570)		(61,700)
Financing activities:
Proceeds from employee stock purchase plan		16,980		13,527
Proceeds from borrowings		—		600,000

Payments of deferred financing fees		—		(7,320)

Payments on revolving credit facility		—		(5,000)

Payments on borrowings	Payments on borrowings	(3,996)		(106,585)		Payments on borrowings	(3,600)		(2,663)
Purchases of treasury stock	Purchases of treasury stock	(1,026,414)		(1,438,808)		Purchases of treasury stock	(238,372)		(929,880)
Cash used in financing activities	Cash used in financing activities	(1,013,430)		(944,186)		Cash used in financing activities	(228,732)		(920,548)
Net (decrease) increase in cash and cash equivalents and restricted cash		(189,687)		71,798
Net increase (decrease) in cash and cash equivalents and restricted cash						Net increase (decrease) in cash and cash equivalents and restricted cash	481,092		(375,541)
Effects of exchange rates on cash and cash equivalents	Effects of exchange rates on cash and cash equivalents	(42,228)		(14,651)		Effects of exchange rates on cash and cash equivalents	(6,263)		(20,479)
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, beginning of period	698,599		760,602
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	$	528,687	$	769,730	Cash and cash equivalents and restricted cash, end of period	$	1,173,428	$	364,582

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight ~~to executives and their teams. Our expert guidance and tools enable faster,~~that drives smarter decisions and stronger performance on an organization’s ~~mission critical~~mission-critical priorities.

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

Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 may not be indicative of the results of operations for the remainder of ~~2022~~2023 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. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands).


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Cash and cash equivalents	Cash and cash equivalents	$	528,687	$	756,493	Cash and cash equivalents	$	1,172,828	$	697,999
Restricted cash classified in (1):	Restricted cash classified in (1):					Restricted cash classified in (1):
Prepaid expenses and other current assets	Prepaid expenses and other current assets	—		4,109		Prepaid expenses and other current assets	600		—
Other assets						Other assets	—		600
Cash and cash equivalents and restricted cash	Cash and cash equivalents and restricted cash	$	528,687	$	760,602	Cash and cash equivalents and restricted cash	$	1,173,428	$	698,599

(1)Restricted cash consisted of an escrow account established in connection with one of the Company’s ~~2021~~ business ~~acquisition.~~acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. ~~During the three months ended September 30, 2022, the Company paid $4.1 million of restricted cash for deferred~~

~~consideration related~~The Company will disburse the restricted cash to ~~a 2021 acquisition. Note 2 - Acquisition provides additional information regarding~~ the ~~2021 acquisition.~~sellers of the business upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

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,~~February 2023, the Company received ~~$150.0~~$3.1 million of proceeds related to 2020 event cancellation insurance ~~claims, and recorded a pre-tax gain of $135.5 million.~~claims. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Adoption of new accounting ~~standards.~~standard. The Company adopted the accounting standard described below during the ~~nine~~six months ended ~~September~~June 30, ~~2022.~~2023.

~~Business Combinations~~ —~~In October 2021, the FASB issued ASU No. 2021-08,~~ ~~Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers~~ (“ASU No. 2021-08”). ASU No. 2021-08 provides guidance for a business combination on how to recognize and measure contract assets and contract liabilities from revenue contracts with customers and other contracts that apply the 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 public entities on January 1, 2023, with early adoption permitted. Gartner has elected to adopt ASU No. 2021-08 effective January 1, 2022. ASU No. 2021-08 will not 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 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)~~rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and, after the issuance of ASU 2022-06, will generally no longer be available to apply after December 31, ~~2022. The~~2024. During 2023, the Company ~~is currently evaluating~~adopted the ~~potential impact of~~practical expedient provided under ASU ~~No.~~ 2020-04 onrelated to its ~~consolidated financial statements, including~~debt and interest rate swap arrangements and as such, the ~~rule’s potential impact on any debt modifications or other contractual changes~~amendments in the ~~future that may result from reference rate reform.~~

~~Accounting standard effective later in 2022~~

~~Government Assistance~~ ~~— In November 2021,~~second quarter of 2023 are treated as a continuation of 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 impactexisting agreements and no gain or loss on the ~~Company’s financial statement disclosures.~~modification was recorded.

Note 2 — Acquisition and Divestiture

Acquisition

~~On June 17, 2021,~~

In October 2022, the Company acquired 100% of the outstanding capital stock of ~~Pulse Q&A~~UpCity, Inc. (“~~Pulse”~~UpCity”), a privately-held company based in ~~San Francisco, California,~~Chicago, Illinois, for an aggregate purchase price of ~~$29.9~~$6.4 million. ~~Pulse is a technology-enabled community platform.~~UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.

~~During 2021,~~Divestiture

In February 2023, the Company ~~paid $22.9~~completed the sale of a non-core business, TalentNeuron, for approximately $161.1 million after consideration of post-close adjustments. $156.1 million cash was received from the sale during the six months ended June 30, 2023. The Company recorded a pre-tax gain of $135.4 million on the sale of TalentNeuron, which is included in ~~cash~~Gain from sale of divested operation in the Condensed Consolidated Statement of Operations for ~~Pulse after considering~~ the ~~cash acquired with the business, amounts held in escrow and certain other purchase price adjustments. During~~six months ended June 30, 2023. For the three months ended ~~September~~June 30, ~~2022,~~2023, post-close adjustments were settled and resulted in a $3.9 million reduction to the ~~Company paid $4.1~~gain. TalentNeuron was included in the Company’s Research segment. The principal components of the assets divested included goodwill, intangible assets, net, property, equipment and leasehold improvements, net, and accounts receivable, with carrying amounts of $16.0 million, $9.5 million, $4.5 million and $11.8 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred ~~consideration held~~revenue with a carrying amount of $24.4 million. Such assets and liabilities were included in ~~escrow. In addition to the purchase price, the Company may also be required to pay up to $4.5 million in cash based~~Assets held-for-sale and Liabilities held-for-sale, respectively, on ~~the continuing employment of certain key employees. Such amounts are recognized as compensation expense over three years post-acquisition and reported in Acquisition and integration charges in~~ the Condensed Consolidated ~~Statements of Operations.~~

~~The Company recorded $31.0 million of goodwill and finite-lived intangible assets and $1.1 million of liabilities on a net basis for the Pulse acquisition.~~Balance Sheet at December 31, 2022 at their respective carrying values at that date.

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, 2022 that indicated no impairment. Subsequent to completing the 2022 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 (in thousands).

Research Conferences Consulting Total
Balance at December 31, 2021 (1) $ 2,670,934 $ 184,021 $ 96,362 $ 2,951,317
Foreign currency translation impact (12,751) (148) (2,278) (15,177)
Balance at September 30, 2022 (1) $ 2,658,183 $ 183,873 $ 94,084 $ 2,936,140


	Research		Conferences		Consulting		Total
Balance at December 31, 2022 (1)	$	2,651,193	$	183,951	$	95,067	$	2,930,211


Foreign currency translation impact	1,033		22		555		1,610
Balance at June 30, 2023 (1)	$	2,652,226	$	183,973	$	95,622	$	2,931,821

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

Finite-Lived Intangible Assets

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


September 30, 2022		Customer Relationships		Technology-related		Other		Total
Gross cost at December 31, 2021		$	1,096,358	$	61,216	$	10,436	$	1,168,010
June 30, 2023										June 30, 2023	Customer Relationships		Technology-related		Other		Total
Gross cost at December 31, 2022										Gross cost at December 31, 2022	$	1,060,541	$	11,200	$	10,436	$	1,082,177

Intangible assets fully amortized										Intangible assets fully amortized	—		(632)		—		(632)

Foreign currency translation impact	Foreign currency translation impact	(60,366)		(888)		—		(61,254)		Foreign currency translation impact	16,292		38		—		16,330
Gross cost	Gross cost	1,035,992		60,328		10,436		1,106,756		Gross cost	1,076,833		10,606		10,436		1,097,875
Accumulated amortization (1)	Accumulated amortization (1)	(454,382)		(43,189)		(5,352)		(502,923)		Accumulated amortization (1)	(537,103)		(6,873)		(6,105)		(550,081)
Balance at September 30, 2022		$	581,610	$	17,139	$	5,084	$	603,833
Balance at June 30, 2023										Balance at June 30, 2023	$	539,730	$	3,733	$	4,331	$	547,794


December 31, 2021		Customer Relationships		Technology-related		Other		Total
December 31, 2022										December 31, 2022	Customer Relationships		Technology-related		Other		Total
Gross cost	Gross cost	$	1,096,358	$	61,216	$	10,436	$	1,168,010	Gross cost	$	1,060,541	11,200		$	10,436	$	1,082,177
Accumulated amortization (1)	Accumulated amortization (1)	(413,266)		(35,727)		(4,599)		(453,592)		Accumulated amortization (1)	(486,260)		(5,600)		(5,603)		(497,463)
Balance at December 31, 2021		$	683,092	$	25,489	$	5,837	$	714,418
Balance at December 31, 2022										Balance at December 31, 2022	$	574,281	$	5,600	$	4,833	$	584,714

(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 ~~to 7~~ years; and Other—4 to 11 years.

Amortization expense related to finite-lived intangible assets was ~~$24.4~~$22.9 million and ~~$27.1~~$24.8 million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$74.3~~$45.6 million and ~~$83.8~~$49.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2022 (remaining three months) $ 23,979
2023 95,901
2024 88,802
2025 78,302
2026 75,628
Thereafter 241,221
$ 603,833

1210


2023 (remaining six months)	$	46,004
2024	90,111
2025	81,444
2026	78,769
2027	78,161
Thereafter	173,305
	$	547,794

Note 4 — Revenue and Related Matters

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

By Primary Geographic Market (1)


Three Months Ended September 30, 2022
Three Months Ended June 30, 2023										Three Months Ended June 30, 2023
Primary Geographic Market	Primary Geographic Market	Research		Conferences		Consulting		Total		Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	United States and Canada	$	771,534	$	44,499	$	67,194	$	883,227	United States and Canada	$	812,724	$	123,243	$	76,413	$	1,012,380
Europe, Middle East and Africa	Europe, Middle East and Africa	245,093		18,034		26,644		289,771		Europe, Middle East and Africa	258,255		38,803		33,865		330,923
Other International	Other International	131,196		14,498		13,176		158,870		Other International	136,906		6,851		16,125		159,882
Total revenues	Total revenues	$	1,147,823	$	77,031	$	107,014	$	1,331,868	Total revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185

Three Months Ended September 30, 2021
Three Months Ended June 30, 2022										Three Months Ended June 30, 2022
Primary Geographic Market	Primary Geographic Market	Research		Conferences		Consulting		Total		Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	United States and Canada	$	671,517	$	14,171	$	56,715	$	742,403	United States and Canada	$	752,670	$	87,267	$	72,816	$	912,753
Europe, Middle East and Africa	Europe, Middle East and Africa	242,273		7,975		26,707		276,955		Europe, Middle East and Africa	255,417		21,036		34,047		310,500
Other International	Other International	123,334		2,269		11,321		136,924		Other International	134,242		5,222		13,804		153,268
Total revenues	Total revenues	$	1,037,124	$	24,415	$	94,743	$	1,156,282	Total revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521

Nine Months Ended September 30, 2022
Six Months Ended June 30, 2023										Six Months Ended June 30, 2023
Primary Geographic Market	Primary Geographic Market	Research		Conferences		Consulting		Total		Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	United States and Canada	$	2,264,733	$	139,418	$	208,799	$	2,612,950	United States and Canada	$	1,622,123	$	172,018	$	153,388	$	1,947,529
Europe, Middle East and Africa	Europe, Middle East and Africa	763,639		40,308		93,135		897,082		Europe, Middle East and Africa	526,912		48,010		66,803		641,725
Other International	Other International	398,160		21,184		41,753		461,097		Other International	276,041		13,511		33,248		322,800
Total revenues	Total revenues	$	3,426,532	$	200,910	$	343,687	$	3,971,129	Total revenues	$	2,425,076	$	233,539	$	253,439	$	2,912,054

Nine Months Ended September 30, 2021
Six Months Ended June 30, 2022										Six Months Ended June 30, 2022
Primary Geographic Market	Primary Geographic Market	Research		Conferences		Consulting		Total		Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	United States and Canada	$	1,949,282	$	74,098	$	173,806	$	2,197,186	United States and Canada	$	1,493,199	$	94,919	$	141,605	$	1,729,723
Europe, Middle East and Africa	Europe, Middle East and Africa	709,230		25,156		92,528		826,914		Europe, Middle East and Africa	518,546		22,274		66,491		607,311
Other International	Other International	361,582		8,142		33,815		403,539		Other International	266,964		6,686		28,577		302,227
Total revenues	Total revenues	$	3,020,094	$	107,396	$	300,149	$	3,427,639	Total revenues	$	2,278,709	$	123,879	$	236,673	$	2,639,261

(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 September 30, 2022
Three Months Ended June 30, 2023										Three Months Ended June 30, 2023
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)	$	1,045,425	$	—	$	90,316	$	1,135,741	Transferred over time (1)	$	1,113,328	$	—	$	103,921	$	1,217,249
Transferred at a point in time (2)	Transferred at a point in time (2)	102,398		77,031		16,698		196,127		Transferred at a point in time (2)	94,557		168,897		22,482		285,936
Total revenues	Total revenues	$	1,147,823	$	77,031	$	107,014	$	1,331,868	Total revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185

Three Months Ended September 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)	$	944,206	$	—	$	77,538	$	1,021,744	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)	92,918		24,415		17,205		134,538		Transferred at a point in time (2)	104,465		113,525		25,466		243,456
Total revenues	Total revenues	$	1,037,124	$	24,415	$	94,743	$	1,156,282	Total revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521

Nine Months Ended September 30, 2022
Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 3,109,099 $ — $ 281,953 $ 3,391,052
Transferred at a point in time (2) 317,433 200,910 61,734 580,077
Total revenues $ 3,426,532 $ 200,910 $ 343,687 $ 3,971,129
Nine Months Ended September 30, 2021
Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 2,755,047 $ — $ 247,869 $ 3,002,916
Transferred at a point in time (2) 265,047 107,396 52,280 424,723
Total revenues $ 3,020,094 $ 107,396 $ 300,149 $ 3,427,639


Six Months Ended June 30, 2023
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	2,223,124	$	—	$	200,928	$	2,424,052
Transferred at a point in time (2)	201,952		233,539		52,511		488,002
Total revenues	$	2,425,076	$	233,539	$	253,439	$	2,912,054

Six Months Ended June 30, 2022
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	2,063,674	$	—	$	191,637	$	2,255,311
Transferred at a point in time (2)	215,035		123,879		45,036		383,950
Total revenues	$	2,278,709	$	123,879	$	236,673	$	2,639,261

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

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

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of ~~September~~June 30, ~~2022~~2023 was approximately ~~$4.9~~$5.2 billion. The Company expects to recognize ~~$0.8~~$1.7 billion, ~~$2.6~~$2.5 billion and ~~$1.5~~$1.0 billion of this revenue (most of which pertains to Research) during the remainder of ~~2022,~~2023, the year ending December 31, ~~2023~~2024 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

Customer Contract Assets and Liabilities — The timing of the recognition of revenue and the amount and timing of the Company’s billings and cash collections, including upfront customer payments, result in the recognition of both assets and

liabilities on the Company’s Condensed Consolidated Balance Sheets. The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).


		September 30,		December 31,			June 30,		December 31,
		2022		2021			2023		2022
Assets:	Assets:					Assets:
Fees receivable, gross (1)	Fees receivable, gross (1)	$	1,054,640	$	1,371,680	Fees receivable, gross (1)	$	1,279,792	$	1,565,786
Contract assets recorded in Prepaid expenses and other current assets (2)	Contract assets recorded in Prepaid expenses and other current assets (2)	$	23,474	$	20,054	Contract assets recorded in Prepaid expenses and other current assets (2)	$	33,198	$	21,183
Contract liabilities:	Contract liabilities:					Contract liabilities:
Deferred revenues (current liability) (3)	Deferred revenues (current liability) (3)	$	2,229,648	$	2,238,035	Deferred revenues (current liability) (3)	$	2,499,379	$	2,443,762
Non-current deferred revenues recorded in Other liabilities (3)	Non-current deferred revenues recorded in Other liabilities (3)	31,049		48,176		Non-current deferred revenues recorded in Other liabilities (3)	30,929		39,115
Total contract liabilities	Total contract liabilities	$	2,260,697	$	2,286,211	Total contract liabilities	$	2,530,308	$	2,482,877

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

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

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

The Company recognized revenue of ~~$931.6 million~~$1.2 billion and ~~$818.4 million~~$1.0 billion during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$1.8~~$1.6 billion and ~~$1.5~~$1.4 billion during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts primarily consisted of Research revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods. During each of the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, the Company did not record any material impairments related to its contract assets.

Note 5 — Computation of Earnings Per Share

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

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
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	$	173,545	$	148,865	$	550,985	$	584,201	Net income used for calculating basic and diluted income per share	$	198,043	$	204,925	$	493,826	$	377,440
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	79,259		83,566		80,516		85,877		Weighted average common shares used in the calculation of basic income per share	79,285		80,271		79,368		81,145
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	800		1,200		857		1,048		Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	535		703		647		866
Shares used in the calculation of diluted income per share	Shares used in the calculation of diluted income per share	80,059		84,766		81,373		86,925		Shares used in the calculation of diluted income per share	79,820		80,974		80,015		82,011
Basic income per share	Basic income per share	$	2.19	$	1.78	$	6.84	$	6.80	Basic income per share	$	2.50	$	2.55	$	6.22	$	4.65
Diluted income per share	Diluted income per share	$	2.17	$	1.76	$	6.77	$	6.72	Diluted income per share	$	2.48	$	2.53	$	6.17	$	4.60

(1)Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive. These anti-dilutive outstanding awards associated with stock-based compensation plans totaled approximately ~~0.1~~$0.2 million and $0.4 million for ~~both of~~ the three ~~and nine~~ months ~~ended September 30, 2022. For both of the three and nine months ended September 30, 2021, the number of anti-dilutive shares was de minimis.~~

1513

ended June 30, 2023 and 2022, respectively, and $0.2 million and $0.3 million for the six months ended June 30, 2023 and 2022, 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 ~~September~~June 30, ~~2022,~~2023, the Company had ~~3.9~~5.9 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under ~~its current~~the Gartner, Inc. Long-Term Incentive Plan as amended and restated in ~~January 2019~~June 2023 (the “Plan”).

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Award type	Award type	2022		2021		2022		2021		Award type	2023		2022		2023		2022
Stock appreciation rights	Stock appreciation rights	$	2.2	$	2.1	$	6.6	$	6.1	Stock appreciation rights	$	3.1	$	2.5	$	5.6	$	4.4
Restricted stock units ~~(2)~~	Restricted stock units ~~(2)~~	18.6		17.1		70.4		75.0		Restricted stock units ~~(2)~~	28.9		21.8		71.1		51.8
Common stock equivalents	Common stock equivalents	0.2		0.2		0.6		0.6		Common stock equivalents	0.3		0.2		0.6		0.4
Total (1)	Total (1)	$	21.0	$	19.4	$	77.6	$	81.7	Total (1)	$	32.3	$	24.5	$	77.3	$	56.6


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Expense category line item	Expense category line item	2022		2021		2022		2021		Expense category line item	2023		2022		2023		2022
Cost of services and product development	Cost of services and product development	$	7.6	$	6.9	$	27.0	$	28.6	Cost of services and product development	$	12.7	$	7.9	$	31.0	$	19.4
Selling, general and administrative	Selling, general and administrative	13.4		12.5		50.6		53.1		Selling, general and administrative	19.6		16.6		46.3		37.2
Total (1) (2)		$	21.0	$	19.4	$	77.6	$	81.7
Total (1)										Total (1)	$	32.3	$	24.5	$	77.3	$	56.6

(1)Includes costs of ~~$5.4~~$13.1 million and ~~$5.5~~$8.1 million during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$32.7~~$39.9 million and ~~$38.3~~$27.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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 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 nine months ended September 30, 2021.

Note 7 — Segment Information

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

•Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

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

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

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, ~~and~~ Acquisition and integration ~~charges.~~charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by

the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

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


Three Months Ended September 30, 2022		Research		Conferences		Consulting		Consolidated
Three Months Ended June 30, 2023										Three Months Ended June 30, 2023	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	1,147,823	$	77,031	$	107,014	$	1,331,868	Revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185
Gross contribution	Gross contribution	848,438		40,318		37,213		925,969		Gross contribution	885,282		98,450		47,321		1,031,053
Corporate and other expenses	Corporate and other expenses							(672,551)		Corporate and other expenses							(747,946)
Operating income	Operating income							$	253,418	Operating income							$	283,107

Three Months Ended September 30, 2021		Research		Conferences		Consulting		Consolidated
Three Months Ended June 30, 2022										Three Months Ended June 30, 2022	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	1,037,124	$	24,415	$	94,743	$	1,156,282	Revenues	$	1,142,329	$	113,525	$	120,667	$	1,376,521
Gross contribution	Gross contribution	769,091		11,456		30,972		811,519		Gross contribution	843,965		73,526		50,223		967,714
Corporate and other expenses	Corporate and other expenses							(581,298)		Corporate and other expenses							(670,592)
Operating income	Operating income							$	230,221	Operating income							$	297,122

Nine Months Ended September 30, 2022 Research Conferences Consulting Consolidated
Revenues $ 3,426,532 $ 200,910 $ 343,687 $ 3,971,129
Gross contribution 2,541,782 110,968 138,448 2,791,198
Corporate and other expenses (2,023,411)
Operating income $ 767,787

Nine Months Ended September 30, 2021 Research Conferences Consulting Consolidated
Revenues $ 3,020,094 $ 107,396 $ 300,149 $ 3,427,639
Gross contribution 2,235,594 67,954 112,840 2,416,388
Corporate and other expenses (1,686,041)
Operating income $ 730,347


Six Months Ended June 30, 2023	Research		Conferences		Consulting		Consolidated
Revenues	$	2,425,076	$	233,539	$	253,439	$	2,912,054
Gross contribution	1,784,796		125,238		98,129		2,008,163
Corporate and other expenses							(1,317,099)
Operating income							$	691,064

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

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Total segment gross contribution	Total segment gross contribution	$	925,969	$	811,519	$	2,791,198	$	2,416,388	Total segment gross contribution	$	1,031,053	$	967,714	$	2,008,163	$	1,865,229
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)	10,938		14,474		38,474		33,255		Cost of services and product development - unallocated (1)	15,286		15,728		18,666		27,536
Selling, general and administrative	Selling, general and administrative	613,031		512,573		1,835,846		1,488,324		Selling, general and administrative	680,168		604,911		1,337,258		1,222,815
Depreciation and amortization	Depreciation and amortization	47,251		52,480		143,264		160,749		Depreciation and amortization	46,613		47,664		93,244		96,013
Acquisition and integration charges	Acquisition and integration charges	1,331		1,771		5,827		3,713		Acquisition and integration charges	1,973		2,289		3,341		4,496
Gain from sale of divested operation										Gain from sale of divested operation	3,906		—		(135,410)		—
Operating income	Operating income	253,418		230,221		767,787		730,347		Operating income	283,107		297,122		691,064		514,369
Interest expense and other, net	Interest expense and other, net	(21,356)		(31,388)		(44,715)		(73,119)		Interest expense and other, net	(18,983)		(21,171)		(48,740)		(23,359)
Gain on event cancellation insurance claims	Gain on event cancellation insurance claims	—		—		—		135,545		Gain on event cancellation insurance claims	—		—		3,077		—

Less: Provision for income taxes	Less: Provision for income taxes	58,517		49,968		172,087		208,572		Less: Provision for income taxes	66,081		71,026		151,575		113,570
Net income	Net income	$	173,545	$	148,865	$	550,985	$	584,201	Net income	$	198,043	$	204,925	$	493,826	$	377,440

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

Note 8 — Debt

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


		September 30,		December 31,			June 30,		December 31,
Description	Description	2022		2021		Description	2023		2022
2020 Credit Agreement - Term loan facility (1)	2020 Credit Agreement - Term loan facility (1)	$	284,000	$	287,600	2020 Credit Agreement - Term loan facility (1)	$	278,600	$	282,200
2020 Credit Agreement - Revolving credit facility (1), (2)	2020 Credit Agreement - Revolving credit facility (1), (2)	—		—		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		600,000		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)	5,135		5,531		Other (6)	5,000		5,000
Principal amount outstanding (7)	Principal amount outstanding (7)	2,489,135		2,493,131		Principal amount outstanding (7)	2,483,600		2,487,200
Less: deferred financing fees (8)	Less: deferred financing fees (8)	(26,947)		(30,367)		Less: deferred financing fees (8)	(23,463)		(25,793)
Net balance sheet carrying amount	Net balance sheet carrying amount	$	2,462,188	$	2,462,764	Net balance sheet carrying amount	$	2,460,137	$	2,461,407

(1)The contractual annualized interest rate as of ~~September~~June 30, ~~2022~~2023 on the amended 2020 Credit Agreement Term loan facility and the Revolving credit facility was ~~4.50%~~6.475%, which consisted of ~~a floating Eurodollar base rate~~Term Secured Overnight Financing Rate ("SOFR") of ~~3.125%~~5.125% plus a margin of ~~1.375%~~1.350%. However, the Company has an interest rate swap ~~contracts~~contract that effectively convert the floating ~~Eurodollar base rates~~SOFR on outstanding amounts to a fixed base rate.

(2)The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of ~~September~~June 30, ~~2022.~~2023.

(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 ~~two~~a State of Connecticut economic development ~~loans. One of the loans originated in 2012, has a 10-year maturity and the outstanding balance of $0.1 million as of September 30, 2022 bears interest at a fixed rate of 3.00%. The second~~ loan originated in 2019 ~~has~~with a 10-year maturity and bears interest at a fixed rate of 1.75%. ~~Both of these loans~~This loan 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 ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, including the effects of its interest rate swaps discussed below, was ~~4.68% and 4.69%, respectively.~~5.02%.

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

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

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

The Company has a credit facility that currently provides for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of ~~September~~June 30, ~~2022.~~

2023.

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 re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

In May 2023, the Company entered into an amendment of the 2020 Credit Agreement that replaced the interest rate benchmark from LIBOR to Secured Overnight Financing Rate (“SOFR”). After the amendment, interest is accrued on outstanding balances under the credit facility and payable monthly at a rate of the one month Term SOFR plus 10 basis points and the applicable margin. Prior to the amendment, interest was accrued at a rate of the one month LIBOR plus the applicable margin.

Interest Rate Swaps

As of ~~September~~June 30, ~~2022,~~2023, the Company had one fixed-for-floating interest rate swap contract with a notional value of $350.0 million that matures in 2025. ~~The~~In May 2023, in conjunction with the amendment of the 2020 credit agreement, the Company entered into an amendment of its interest rate swap contract. Under the amended agreement, the Company pays a base fixed rate of 2.98% and in return receives a floating Term SOFR base rate on 30-day notional borrowings. Prior to the amendment, the Company paid a base fixed rate of 3.04% and in return ~~receives~~received 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 two 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.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of ~~September~~June 30, ~~2022, $57.5~~2023, $42.1 million is remaining in Accumulated other comprehensive loss, net. ~~The interest rate swaps had an unrealized fair value of $10.3 million~~See Note 11 — Derivatives and ~~a negative unrealized fair value (liability) of $53.7 million as of September 30, 2022 and December 31, 2021, respectively, of which $43.2 million and $56.3 million were recorded~~Hedging for the amounts remaining in Accumulated other comprehensive loss, net of

tax effect, ~~as of September~~at June 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022. See Note 12 — Fair Value Disclosures for ~~the determination~~a discussion of the fair values of Company’s interest rate swaps.

Note 9 — Equity

Share Repurchase Authorization

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, $1.0 billion and ~~$1.0~~$0.4 billion of the Company’s common stock during 2021, 2022, and ~~the first half of 2022,~~February 2023, respectively. As of ~~September~~June 30, ~~2022, $612.8~~2023, $827.9 million remained available under the share repurchase program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2022		2021		2022		2021			2023		2022		2023		2022
Number of shares repurchased (1)	Number of shares repurchased (1)	375,076		1,255,218		3,783,922		6,624,634		Number of shares repurchased (1)	423,833		1,781,137		751,513		3,408,846
Cash paid for repurchased shares (in thousands) (2)	Cash paid for repurchased shares (in thousands) (2)	$	96,534	$	355,458	$	1,026,414	$	1,438,808	Cash paid for repurchased shares (in thousands) (2)	$	131,522	$	478,810	$	238,372	$	929,880

(1)The average purchase price for repurchased shares was ~~$254.71~~$312.95 and ~~$290.54~~$265.98 for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$272.84~~$321.34 and ~~$219.00~~$274.84 for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The repurchased shares during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 included purchases for both open market purchases and stock-based compensation award settlements.

(2)The cash paid for repurchased shares during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 excluded ~~$6.0~~$3.1 million of open market purchases with trade dates in ~~September 2022~~June 2023 that settled in ~~October 2022.~~July 2023 and $0.7 million of excise tax accrued. The cash paid for repurchased shares during the ~~nine~~six months ended September 30, 2021 included $8.0 million of open market purchases with trade dates in December 2020 that settled in January 2021 and excluded $20.0 million of open market purchases with trade dates in September 2021 that settled in October 2021.

~~The cash paid for repurchased shares during the three months ended September~~June 30, 2022 ~~included~~excluded $7.0 million of open market purchases with trade dates in June 2022 that settled in July ~~2022, and excluded $6.0 million of open market purchases with trade dates in September 2022 that settled in October~~ 2022. The cash paid for repurchased shares during the three months ended ~~September~~June 30, ~~2021~~2023 included ~~$10.8~~$2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023, and excluded $3.1 million of open market purchases with trade dates in June ~~2021~~2023 that settled in July ~~2021, and excluded $20.0~~2023. The cash paid for repurchased shares during the three months ended June 30, 2022 included $12.1 million of open market purchases with trade dates in ~~September 2021~~March 2022 that settled in ~~October 2021.~~April 2022, and excluded $7.0 million of open market purchases with trade dates in June 2022 that settled in July 2022.

Accumulated Other Comprehensive Loss, net (“AOCL”)

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

Three Months Ended ~~September~~June 30, ~~2022~~2023


		Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total			Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – June 30, 2022		$	(47,084)	$	(6,767)	$	(50,665)	$	(104,516)
Balance – March 31, 2023										Balance – March 31, 2023	$	(35,414)	$	(4,213)	$	(56,283)	$	(95,910)
Other comprehensive income (loss) activity during the period:	Other comprehensive income (loss) activity during the period:									Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	Change in AOCL before reclassifications to income	—		—		(29,961)		(29,961)		Change in AOCL before reclassifications to income	—		—		6,932		6,932
Reclassifications from AOCL to income (2), (3)	Reclassifications from AOCL to income (2), (3)	3,886		43		—		3,929		Reclassifications from AOCL to income (2), (3)	3,818		33		—		3,851
Other comprehensive income (loss), net	Other comprehensive income (loss), net	3,886		43		(29,961)		(26,032)		Other comprehensive income (loss), net	3,818		33		6,932		10,783
Balance – September 30, 2022		$	(43,198)	$	(6,724)	$	(80,626)	$	(130,548)
Balance – June 30, 2023										Balance – June 30, 2023	$	(31,596)	$	(4,180)	$	(49,351)	$	(85,127)

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


		Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total			Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – June 30, 2021		$	(67,377)	$	(9,102)	$	(6,499)	$	(82,978)
Balance – March 31, 2022										Balance – March 31, 2022	$	(50,953)	$	(6,624)	$	(25,234)	$	(82,811)
Other comprehensive income (loss) activity during the period:	Other comprehensive income (loss) activity during the period:									Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	Change in AOCL before reclassifications to income	—		—		(6,488)		(6,488)		Change in AOCL before reclassifications to income	—		(189)		(25,431)		(25,620)
Reclassifications from AOCL to income (2), (3)	Reclassifications from AOCL to income (2), (3)	5,529		100		—		5,629		Reclassifications from AOCL to income (2), (3)	3,869		46		—		3,915
Other comprehensive income (loss), net	Other comprehensive income (loss), net	5,529		100		(6,488)		(859)		Other comprehensive income (loss), net	3,869		(143)		(25,431)		(21,705)
Balance – September 30, 2021		$	(61,848)	$	(9,002)	$	(12,987)	$	(83,837)
Balance – June 30, 2022										Balance – June 30, 2022	$	(47,084)	$	(6,767)	$	(50,665)	$	(104,516)

~~Nine Months Ended September 30, 2022~~


Six Months Ended June 30, 2023
	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2022	$	(39,248)	$	(4,247)	$	(58,115)	$	(101,610)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		8,764		8,764
Reclassifications from AOCL to income (2), (3)	7,652		67		—		7,719
Other comprehensive income (loss), net	7,652		67		8,764		16,483
Balance – June 30, 2023	$	(31,596)	$	(4,180)	$	(49,351)	$	(85,127)

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) (62,190) (62,379)
Reclassifications from AOCL to income (2), (3) 13,125 137 — 13,262
Other comprehensive income (loss), net 13,125 (52) (62,190) (49,117)
Balance – September 30, 2022 $ (43,198) $ (6,724) $ (80,626) $ (130,548)

~~Nine Months Ended September 30, 2021~~


Six Months Ended June 30, 2022										Six Months Ended June 30, 2022
		Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total			Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2020		$	(78,104)	$	(9,309)	$	(11,815)	$	(99,228)
Balance – December 31, 2021										Balance – December 31, 2021	$	(56,323)	$	(6,672)	$	(18,436)	$	(81,431)
Other comprehensive income (loss) activity during the period:	Other comprehensive income (loss) activity during the period:									Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	Change in AOCL before reclassifications to income	—		—		(1,172)		(1,172)		Change in AOCL before reclassifications to income	—		(189)		(32,229)		(32,418)
Reclassifications from AOCL to income (2), (3)	Reclassifications from AOCL to income (2), (3)	16,256		307		—		16,563		Reclassifications from AOCL to income (2), (3)	9,239		94		—		9,333
Other comprehensive income (loss), net	Other comprehensive income (loss), net	16,256		307		(1,172)		15,391		Other comprehensive income (loss), net	9,239		(95)		(32,229)		(23,085)
Balance – September 30, 2021		$	(61,848)	$	(9,002)	$	(12,987)	$	(83,837)
Balance – June 30, 2022										Balance – June 30, 2022	$	(47,084)	$	(6,767)	$	(50,665)	$	(104,516)

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

(2)$~~5.2~~5.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for both the three months ended June 30, 2023 and 2022, respectively. $10.2 million and ~~$7.4~~$12.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the ~~three~~six months ended ~~September~~June 30, 2023 and 2022, and 2021, respectively. $17.5 million and $21.7 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the nine months ended September 30, 2022 and 2021, respectively.respectively See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges.

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

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at ~~September~~June 30, ~~2022~~2023 that is expected to be reclassified into earnings within the next 12 months is ~~$20.3~~$19.5 million.

Note 10 — Income Taxes

The provision for income taxes was ~~$58.5~~$66.1 million and ~~$50.0~~$71.0 million for the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, respectively, and $172.1 million and $208.6 million for the nine months ended September 30, 2022 and 2021,~~ respectively.

The effective income tax rate was ~~25.2%~~25.0% and ~~25.1%~~25.7% for the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021, respectively, and 23.8% and 26.3% for~~respectively. The decrease in the nine months ended September 30, 2022 and 2021, respectively. During the second quarter of 2021, the United Kingdom enacted legislation raising its corporate tax rate from 19% to 25% effective April 2023, which led to a higher effective income tax rate ~~for~~was primarily due to higher tax benefits from stock-based compensation in the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2023 as compared to the same period in 2022.

The provision for income taxes was $151.6 million and $113.6 million for the six months ended June 30, 2023 and 2022, respectively. The effective income tax rate was 23.5% and 23.1% for the six months ended June 30, 2023 and 2022, respectively. The increase in the year to date effective income tax rate in 2023 was primarily due to the sale of the TalentNeuron business.

The Company had gross unrecognized tax benefits of ~~$158.2~~$145.2 million on ~~September~~June 30, ~~2022~~2023 and ~~$150.0~~$137.2 million on December 31, ~~2021.~~2022. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately ~~$30.9~~$12.4 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).


September 30, 2022
June 30, 2023										June 30, 2023
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)	1	$	350,000	$	5,915	Other assets	$	(43,198)	Interest rate swaps (1)	1	$	350,000	$	4,475	Other assets	$	(31,596)
					4,351		Other current assets							7,848		Other current assets
Foreign currency forwards (2)	Foreign currency forwards (2)	34	220,831		(259)		Accrued liabilities	—		Foreign currency forwards (2)	27	231,303		(262)		Accrued liabilities	—
Total	Total	35	$	570,831	$	10,007		$	(43,198)	Total	28	$	581,303	$	12,061		$	(31,596)


December 31, 2021
December 31, 2022										December 31, 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	$	(31,942)	Other liabilities	$	(56,323)	Interest rate swaps (1)	1	$	350,000	$	3,952	Other assets	$	(39,248)
					(21,795)		Accrued liabilities							6,346		Other current assets
Foreign currency forwards (2)	Foreign currency forwards (2)	138	533,506		(91)		Accrued liabilities	—		Foreign currency forwards (2)	138	687,763		625		Other current assets	—
Total	Total	142	$	1,933,506	$	(53,828)		$	(56,323)	Total	139	$	1,037,763	$	10,923		$	(39,248)

(1)Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to fair value of the interest rate swaps are recorded in Other income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 8 — Debt for additional information regarding the Company’s interest rate swap 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, net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at ~~September~~June 30, ~~2022~~2023 matured before ~~October~~July 31, ~~2022.~~2023.

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

At ~~September~~June 30, ~~2022,~~2023, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Amount recorded in:	Amount recorded in:	2022		2021		2022		2021		Amount recorded in:	2023		2022		2023		2022
Interest expense, net (1)	Interest expense, net (1)	$	5,185	$	7,380	$	17,515	$	21,695	Interest expense, net (1)	$	5,094	$	5,164	$	10,211	$	12,330
Other expense (income), net (2)		1,295		2,558		(17,456)		(11,771)
Total expense, net		$	6,480	$	9,938	$	59	$	9,924
Other (income) expense, net (2)										Other (income) expense, net (2)	(7,704)		8,149		(5,800)		(18,751)
Total (income) expense, net										Total (income) expense, net	$	(2,610)	$	13,313	$	4,411	$	(6,421)

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

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

Note 12 — Fair Value Disclosures

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial

instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 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 Condensed Consolidated Balance Sheets.

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

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


Description	Description	September 30, 2022		December 31, 2021		Description	June 30, 2023		December 31, 2022
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)	$	8,916	$	7,428	Deferred compensation plan assets (1)	$	14,387	$	6,065
Total Level 1 inputs	Total Level 1 inputs	8,916		7,428		Total Level 1 inputs	14,387		6,065
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)	75,391		96,627		Deferred compensation plan assets (1)	94,943		84,318
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	48		1,122		Foreign currency forward contracts (2)	112		3,236
Interest rate swap contracts (3)		10,266		—
Interest rate swap contract (3)						Interest rate swap contract (3)	12,323		10,298
Total Level 2 inputs	Total Level 2 inputs	85,705		97,749		Total Level 2 inputs	107,378		97,852
Total Assets	Total Assets	$	94,621	$	105,177	Total Assets	$	121,765	$	103,917
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)	$	90,402	$	110,861	Deferred compensation plan liabilities (1)	$	114,911	$	96,641
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	307		1,213		Foreign currency forward contracts (2)	374		2,611
Interest rate swap contracts (3)		—		53,737

Total Level 2 inputs	Total Level 2 inputs	90,709		165,811		Total Level 2 inputs	115,285		99,252
Total Liabilities	Total Liabilities	$	90,709	$	165,811	Total Liabilities	$	115,285	$	99,252

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

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

(3)The Company has an interest rate swap ~~contracts~~contract that ~~hedge~~hedges the risk of variability from interest payments on its borrowings (see Note 8 — Debt). The fair ~~values~~value of the interest rate ~~swaps are~~swap is based on mark-to-market valuations prepared by a third-party broker. ~~Those valuations~~This valuation 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.

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
		September 30,		December 31,		September 30,		December 31,			June 30,		December 31,		June 30,		December 31,
Description	Description	2022		2021		2022		2021		Description	2023		2022		2023		2022
2028 Notes	2028 Notes	$	792,654	$	791,833	$	711,704	$	836,632	2028 Notes	$	793,504	$	792,934	$	749,000	$	740,864
2029 Notes	2029 Notes	593,745		593,139		499,416		608,346		2029 Notes	594,368		593,951		530,544		523,842
2030 Notes	2030 Notes	792,112		791,491		653,264		816,208		2030 Notes	792,752		792,324		698,392		688,856
Total	Total	$	2,178,511	$	2,176,463	$	1,864,384	$	2,261,186	Total	$	2,180,624	$	2,179,209	$	1,977,936	$	1,953,562

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 ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, the Company recorded impairment charges of ~~$2.0~~$10.0 million and ~~$37.5~~$18.7 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 its financial position, cash flows or results of operations when resolved in a future period.

Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of ~~September~~June 30, ~~2022,~~2023, 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 ~~2022~~2023 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these lease agreements include (i) renewal options to extend the lease term for up to ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2023 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
Description:	Description:	2022		2021		2022		2021		Description:	2023		2022		2023		2022
Operating lease cost (1)	Operating lease cost (1)	$	29,052	$	32,583	$	88,948	$	98,068	Operating lease cost (1)	$	28,567	$	29,532	$	57,366	$	59,896
Lease cost (2)	Lease cost (2)	4,148		4,251		11,199		12,674		Lease cost (2)	5,560		2,783		10,280		7,051
Sublease income	Sublease income	(11,621)		(10,721)		(34,358)		(31,644)		Sublease income	(13,284)		(11,812)		(25,925)		(22,737)
Total lease cost, net (3) (4)	Total lease cost, net (3) (4)	$	21,579	$	26,113	$	65,789	$	79,098	Total lease cost, net (3) (4)	$	20,843	$	20,503	$	41,721	$	44,210
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	34,255	$	35,322	$	103,114	$	105,573	Cash paid for amounts included in the measurement of operating lease liabilities	$	35,194	$	34,042	$	70,142	$	68,859
Cash receipts from sublease arrangements	Cash receipts from sublease arrangements	$	11,500	$	11,669	$	34,130	$	32,128	Cash receipts from sublease arrangements	$	12,779	$	11,466	$	25,218	$	22,630
Right-of-use assets obtained in exchange for new operating lease liabilities	Right-of-use assets obtained in exchange for new operating lease liabilities	$	7,438	$	18,787	$	19,120	$	28,081	Right-of-use assets obtained in exchange for new operating lease liabilities	$	6,344	$	4,752	$	7,991	$	11,682

(1)Included in operating lease cost was ~~$10.4~~$10.8 million and ~~$10.6~~$10.4 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$31.3~~$21.4 million and ~~$31.8~~$20.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively for costs related to subleasing activities.

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

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

(4)Amount excludes impairment charges on lease related assets, ~~totaling $2.0 million and $37.5 million, for the three and nine months ended September 30, 2022, respectively,~~ as discussed below.

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


		September 30,		December 31,			June 30,		December 31,
Description:	Description:	2022		2021		Description:	2023		2022
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	97,370	$	89,754	Accounts payable and accrued liabilities	$	105,026	$	99,717
Operating lease liabilities	Operating lease liabilities	614,442		697,766		Operating lease liabilities	555,085		597,267
Total operating lease liabilities included in the Condensed Consolidated Balance Sheets	Total operating lease liabilities included in the Condensed Consolidated Balance Sheets	$	711,812	$	787,520	Total operating lease liabilities included in the Condensed Consolidated Balance Sheets	$	660,111	$	696,984

~~During the nine months ended September 30, 2022, as~~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~~continues 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.

As a result of the evaluation, the Company recognized impairment losses during the three ~~and nine~~ months ended ~~September~~June 30, 2023 and 2022 of ~~$2.0~~$10.0 million and ~~$37.5~~$11.6 million, respectively, and $18.7 million and $35.5 million for the six months ended June 30, 2023 and 2022, respectively, which isare included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The impairment losses recorded include ~~$1.7~~$7.1 million and ~~$27.0~~$7.6 million related to right-of-use assets ~~for the three~~ and ~~nine months ended September 30, 2022, respectively. The impairment losses also include $0.3~~$2.9 million and ~~$10.5~~$4.0 million related to other long-lived assets, primarily leasehold improvements, for the three ~~and nine~~ months ended ~~September~~June 30, 2023 and 2022, respectively. The impairment losses recorded include $13.4 million and $25.3 million related to right-of-use assets and $5.3 million and $10.2 million related to other long-lived assets, primarily leasehold improvements, for the six months ended June 30, 2023 and 2022, respectively.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair values include the

expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.

2724

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, ~~2021~~2022 (the ~~“2021~~“2022 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.

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: the impact of general economic conditions, including inflation (and related monetary policy by governments in response to 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; the impact of global economic and geopolitical conditions, including inflation, recession and the COVID-19 ~~pandemic and related disruptions on our business and on the global economy;~~pandemic; 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; 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, especially in light of ~~recent~~increasing labor ~~shortages;~~competition; 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 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 resulting from changes in international conditions, including those resulting from the war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; cybersecurity incidents; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our ability to meet ESG commitments; the impact of changes in tax policy (including the ~~recently enacted~~ Inflation Reduction Act of 2022) and heightened scrutiny from various taxing authorities globally; 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.~~uncertainties. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating ~~results.~~results A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A. of the ~~2021~~2022 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. 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 ~~2021~~2022 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) delivers actionable, objective insight ~~to executives and their teams. Our expert guidance and tools enable faster,~~that drives smarter decisions and stronger performance on an organization’s ~~mission critical~~mission-critical priorities.

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

~~Recent Global Events~~As of June 30, 2023 we had approximately 20,104 employees globally, an increase of 11.7% from June 30, 2022.

The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to 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.Recent Events

Inflation rates, particularly in North America and Europe, have increased significantly in the past ~~year.~~two years. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States. The statute includes a 15% corporate alternative minimum tax on U.S. corporations with adjusted financial statement income in excess of $1.0 billion which is effective for taxable years beginning after December 31, 2022. The statute also includes a 1% excise tax on publicly traded U.S. corporations for the value of any of its stock that is repurchased by the corporation, excluding certain excepted repurchases. We ~~are evaluating the~~do not expect it will have a material impact on our future U.S. tax expense, cash taxes and effective tax ~~rate, as well as~~rate. We also do not expect it to have a material impact on the ~~impact on~~amount of potential future share repurchases.

~~COVID-19 Impact~~In February 2023, we completed the sale of a non-core business, TalentNeuron, for approximately $161.1 million after considerations of post-close adjustments. TalentNeuron was included in the Company’s Research segment. $156.1 million cash was received from the sale during the six months ended June 30, 2023. We recognized a pre-tax gain of $135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. For the three months ended June 30, 2023, post-close adjustments were settled and resulted in a $3.9 million reduction to the gain.

~~As a result~~In May 2023, we entered into an amendment of the ~~COVID-19 pandemic, we temporarily closed Gartner offices around~~2020 Credit Agreement that replaced the ~~world~~interest rate benchmark from LIBOR to Term Secured Overnight Financing Rate (“SOFR”). After the amendment, interest is accrued on outstanding balances under the credit facility and ~~implemented significant travel restrictions. Although all Gartner offices have reopened, the vast majority of our employees have been working from home. In early 2022, we began to operate under~~payable monthly at a ~~hybrid virtual-first working environment, meaning that most of our employees will have the option to work remotely, at least some~~rate of the ~~time, for~~one month Term SOFR plus 10 basis points and the ~~foreseeable future. As~~applicable margin. Prior to the amendment, interest was accrued at a ~~result, in~~rate of the ~~fourth quarter of 2021 we evaluated our real estate footprint globally, and determined that certain of our leased locations were no longer necessary for our operations. This evaluation resulted in~~one month LIBOR plus 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 office locations we no longer intend to use. We continued our evaluation during 2022, which resulted in additional impairment charges of $2.0 million and $37.5 million during the three and nine months ended September 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 be able to sublease any such excess properties or that we will not incur costs in connection with such exit activities, which may be material.

applicable margin.

OfAdditionally, in May 2023, in conjunction with the ~~three business segments~~amendment of the 2020 credit agreement, we entered into an amendment of our interest rate swap contract. Under the amended agreement, we pay a base fixed rate of 2.98% and in ~~which we operate, Research and Consulting have returned to growth levels that were in line with our growth prior~~return receive a floating Term SOFR base rate on 30-day notional borrowings. Prior to the ~~pandemic. However, Conferences revenue~~amendment, we paid a base fixed rate of 3.04% and ~~gross contribution were more 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 and have continued to hold virtual conferences. These 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. We re-launched in-person destination conferences during the second quarter of 2022 and expect to hold in-person destination conferences in future periods as conditions permit.return received a floating Eurodollar base rate on 30-day notional borrowings.

For cancelled conferences, our event cancellation insurance enables us to receive an amount up to expected revenues, plus incurred 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. 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 due to COVID-19. We are in litigation with the insurer on these issues. In 2021, we received $166.9 million of proceeds related to 2020 insurance claims and recorded a gain of $152.3 million. The timing 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 insurance coverage for 2022 (and likely beyond) excludes cancellation due to communicable diseases.

BUSINESS MEASUREMENTS

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


BUSINESS SEGMENT						BUSINESS MEASUREMENT
Research						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. 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 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 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 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.~~

3127

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating actionable insights for ~~executive leaders~~executives 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 ~~$1.3~~$1.5 billion during the ~~third~~second quarter of ~~2022,~~2023, an increase of ~~15%~~9% compared to the ~~third~~second quarter of ~~2021.~~2022. During the ~~third~~second quarter of ~~2022,~~2023, revenues for Research increased by ~~11%~~6%, Conferences revenue increased by ~~216%~~49%, and Consulting revenues increased by ~~13%~~5%, compared to the ~~third~~second quarter of ~~2021.~~2022. For a more complete discussion of our results by segment, see Segment Results below.

For the ~~third~~second quarter of ~~2022~~2023 and ~~2021,~~2022, we had net income of ~~$173.5~~$198.0 million and ~~$148.9~~$204.9 million, respectively, and diluted income per share of ~~$2.17~~$2.48 and ~~$1.76,~~$2.53, respectively. Cash provided by operating activities was ~~$898.3~~$600.5 million and ~~$1,077.7~~$583.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. As of ~~September~~June 30, ~~2022,~~2023, we had ~~$528.7 million~~$1.2 billion 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, ~~2021.~~2022. 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.

3228

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 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 September 30, 2022 Three Months Ended September 30, 2021 Increase (Decrease) Increase
(Decrease)
%
Total revenues $ 1,331,868 $ 1,156,282 $ 175,586 15 %
Costs and expenses:
Cost of services and product development 416,837 359,237 57,600 16
Selling, general and administrative 613,031 512,573 100,458 20
Depreciation 22,882 25,371 (2,489) (10)
Amortization of intangibles 24,369 27,109 (2,740) (10)
Acquisition and integration charges 1,331 1,771 (440) (25)
Operating income 253,418 230,221 23,197 10
Interest expense, net (30,286) (31,599) (1,313) (4)
Other income, net 8,930 211 8,719 nm
Less: Provision for income taxes 58,517 49,968 8,549 17
Net income $ 173,545 $ 148,865 $ 24,680 17 %
Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Increase (Decrease) Increase
(Decrease)
%
Total revenues $ 3,971,129 $ 3,427,639 $ 543,490 16 %
Costs and expenses:
Cost of services and product development 1,218,405 1,044,506 173,899 17
Selling, general and administrative 1,835,846 1,488,324 347,522 23
Depreciation 68,993 76,972 (7,979) (10)
Amortization of intangibles 74,271 83,777 (9,506) (11)
Acquisition and integration charges 5,827 3,713 2,114 57
Operating income 767,787 730,347 37,440 5
Interest expense, net (91,399) (85,138) 6,261 7
Gain on event cancellation insurance claims — 135,545 (135,545) nm
Other income, net 46,684 12,019 34,665 288
Less: Provision for income taxes 172,087 208,572 (36,485) (17)
Net income $ 550,985 $ 584,201 $ (33,216) (6) %
nm = not meaningful


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	1,503,185	$	1,376,521	$	126,664	9	%
Costs and expenses:
Cost of services and product development	487,418		424,535		62,883		15
Selling, general and administrative	680,168		604,911		75,257		12
Depreciation	23,712		22,910		802		4
Amortization of intangibles	22,901		24,754		(1,853)		(7)
Acquisition and integration charges	1,973		2,289		(316)		(14)
Gain from sale of divested operation	3,906		—		3,906		nm
Operating income	283,107		297,122		(14,015)		(5)
Interest expense, net	(24,558)		(29,719)		(5,161)		(17)


Other income, net	5,575		8,548		(2,973)		(35)
Less: Provision for income taxes	66,081		71,026		(4,945)		(7)
Net income	$	198,043	$	204,925	$	(6,882)	(3)	%

nm = not meaningful.


	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	2,912,054	$	2,639,261	$	272,793	10	%
Costs and expenses:
Cost of services and product development	922,557		801,568		120,989		15
Selling, general and administrative	1,337,258		1,222,815		114,443		9
Depreciation	47,608		46,111		1,497		3
Amortization of intangibles	45,636		49,902		(4,266)		(9)
Acquisition and integration charges	3,341		4,496		(1,155)		(26)
Gain from sale of divested operation	(135,410)		—		(135,410)		nm
Operating income	691,064		514,369		176,695		34
Interest expense, net	(51,949)		(61,113)		(9,164)		(15)
Gain on event cancellation insurance claims	3,077		—		3,077		nm

Other income, net	3,209		37,754		(34,545)		(92)
Less: Provision for income taxes	151,575		113,570		38,005		33
Net income	$	493,826	$	377,440	$	116,386	31	%
nm = not meaningful.

Total revenues for the three months ended ~~September~~June 30, ~~2022~~2023 were ~~$1.3~~$1.5 billion, an increase of ~~$175.6~~$126.7 million, or ~~15%~~9% compared to the same period in ~~2021~~2022 on a reported basis and ~~20%~~10% excluding the foreign currency impact. Total revenues for the ~~nine~~six months

ended ~~September~~June 30, ~~2022~~2023 were ~~$4.0~~$2.9 billion, an increase of ~~$543.5~~$272.8 million, or ~~16%~~10% compared to the same period in ~~2021~~2022 on a reported basis and ~~20%~~12% 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 ~~$416.8~~$487.4 million during the three months ended ~~September~~June 30, ~~2022,~~2023, an increase of ~~$57.6~~$62.9 million compared to the same period in ~~2021,~~2022, or ~~16%~~15% both on a reported basis and ~~21%~~ excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to increased compensation costs as a result of higher headcount, and increased conference related expenses, due to the return to in-person destination conferences. Cost of services and product development as a percent of revenues was 32% and 31% for ~~both~~ the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021.~~respectively. Cost of services and product development was ~~$1,218.4~~$922.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, an increase of ~~$173.9~~$121.0 million compared to the same period in ~~2021,~~2022, or ~~17%~~15% on a reported basis and ~~20%~~16% excluding the foreign currency impact. The increase was primarily due to the same factors that caused the year-over-year quarterly ~~increase, in addition to increased research program expenses.~~increase. Cost of services and product development as a percent of revenues was ~~31%~~32% and 30% ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Selling, general and administrative (“SG&A”) expense was ~~$613.0~~$680.2 million during the three months ended ~~September~~June 30, ~~2022,~~2023, an increase of $~~100.5~~75.3 million compared to the same period in ~~2021,~~2022, or ~~20%~~12% on a reported basis and 24% excluding the foreign currency impact. SG&A expense was $1,835.8 million during the nine months ended September 30, 2022, an increase of $347.5 million compared to the same period in 2021, or 23% on a reported basis and 27%14% excluding the foreign currency impact. The increase in SG&A expense during ~~both~~ the three ~~and nine~~ months ended ~~September~~June 30, 2023 was primarily as a result of higher personnel expenses due to increased headcount. SG&A expense was $1.3 billion during the six months ended June 30, 2023, an increase of $114.4 million compared to the same period in 2022, or 9% on a reported basis and 11% excluding the foreign currency impact. The increase was primarily due to ~~higher personnel costs in~~ the ~~current year, including higher commission expense, following strong contract value growth in 2021, which is amortized as~~same factors that caused the related revenue is recognized, as well as higher salary expense due to increased headcount. The increase in SG&A during the nine months ended September 30, 2022, 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 $37.5 million, related to certain office locations we no longer intend to use.year-over-year quarterly increase. The number of quota-bearing sales associates in Global Technology Sales increased by ~~16%~~13% to ~~3,473~~3,664 and in Global Business Sales, adjusted for the sale of our TalentNeuron business, increased by ~~19%~~15% to ~~1,081~~1,150 compared to ~~September~~June 30, ~~2021.~~2022. On a combined basis, the total number of quota-bearing sales associates increased by ~~17%~~14% when compared to ~~September~~June 30, ~~2021.~~2022. SG&A expense as a percent of revenues was ~~46%~~45% and 44% during the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. SG&A expense as a percent of revenues was 46% ~~and 43% during~~for both of the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021, respectively. We expect SG&A expense as a percentage of revenue to increase over the near-term as our hiring continues.~~2022.

Depreciation ~~decreased~~increased by ~~10%~~4% and 3% during ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, compared to the same periods in ~~2021.~~2022. The ~~decreases~~increase for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022 were~~2023 was primarily due to increased computer equipment and software additions in 2022, partially offset by a reduction in leasehold improvements depreciation as a result of the impairment losses recorded ~~in the fourth quarter of 2021 and the nine months ended September 30,~~during calendar year 2022.

Amortization of intangibles decreased by ~~10%~~7% and ~~11%~~9% during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, compared to the same periods in ~~2021~~2022, primarily due to ~~certain~~ intangible assets ~~becoming fully amortized in 2021.~~divested as part of the sale of our TalentNeuron business.

Acquisition and integration charges decreased by ~~$0.4~~$0.3 million and ~~increased by $2.1~~$1.2 million during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively, compared to the same periods in ~~2021.~~2022.

Gain from sale of divested operation was attributable to the sale of our TalentNeuron business in February 2023. We recognized a pre-tax gain of $135.4 million for the six months ended June 30, 2023. For the three months ended June 30, 2023, post-close adjustments were settled and resulted in a $3.9 million reduction to the gain.

Operating income was ~~$253.4~~$283.1 million and ~~$230.2~~$297.1 million during the three months ended ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ respectively. Operating income was ~~$767.8~~$691.1 million and ~~$730.3~~$514.4 million during the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, respectively. The decrease in operating income for the three months ended June 30, 2023 as compared to the prior year period was primarily due to an increase in cost of services and ~~2021, respectively.~~ product development and selling, general and administrative expenses, partially offset by increased revenue. The increase in operating income for ~~both~~ the ~~three and nine~~six months ended ~~September~~June 30, ~~2022~~2023 as compared to the prior year ~~periods~~period was primarily due to the gain from sale of divested operation, as well as increased revenue, partially offset by an increase in cost of services and product development and selling, general and administrative expenses.

Interest expense, net decreased by ~~$1.3~~$5.2 million and $9.2 million during the three and six months ended ~~September~~June 30, ~~2022,~~2023, respectively, compared to the same ~~period~~periods in ~~2021. Interest expense, net increased by $6.3 million during~~2022. The decrease for the ~~nine~~three months ended ~~September~~June 30, ~~2022, compared~~2023 was due to increased interest income, partially offset by higher interest expense on our term loan. The decrease for the ~~same period in 2021. The increase during the nine~~six months ended ~~September~~June 30, ~~2022~~2023 was primarily due to anthe same factors that caused the year-over-year quarterly increase, as well as lower interest expense due to the maturation of $700.0 million in ~~outstanding debt as a result of the issuance of the 2029 Notes~~fixed-for-floating interest rate swap contracts in ~~June 2021.~~March 2022.

Gain on event cancellation insurance claims of ~~$135.5~~$3.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2023 reflected proceeds ~~net of expense recoveries,~~ related to ~~the~~ 2020 conference cancellation insurance claims.

Other income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. Other income, net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 also included gains of ~~$11.2~~$6.5 million and ~~$51.7~~$5.1 million, respectively, on de-designated interest rate swaps. Other income, net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 also included ~~a $0.4~~gains of $10.7 million ~~loss~~ and ~~$12.1~~$40.5 million, ~~gain,~~ respectively, on de-designated interest rate swaps.

The provision for income taxes was ~~$58.5~~$66.1 million and ~~$50.0~~$71.0 million for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~$172.1~~$151.6 million and ~~$208.6~~$113.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

The effective income tax rate was ~~25.2%~~25.0% and ~~25.1%~~25.7% for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and ~~23.8%~~23.5% and ~~26.3%~~23.1% for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~During~~The decrease in the ~~second quarter of 2021, the United Kingdom enacted legislation raising its corporate tax rate from 19% to 25% effective April 2023, which led to a higher~~ effective income tax rate ~~for~~during the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2023 as compared to the same period in ~~2022.~~2022 was primarily due to higher tax benefits from stock-based compensation. The increase in the year to date effective income tax rate was primarily due to the sale of our TalentNeuron business.

Net income for the three months ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ was ~~$173.5~~$198.0 million and ~~$148.9~~$204.9 million, respectively, while net income for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 was ~~$551.0~~$493.8 million and ~~$584.2~~$377.4 million, respectively. Our diluted net income per share during the three ~~and nine~~ months ended ~~September~~June 30, ~~2022~~2023 decreased by $0.05, while it increased by ~~$0.41 and $0.05, respectively,~~$1.57 for the six months ended June 30, 2023, compared to the same period in ~~2021.~~2022. The ~~increase~~decrease in net income during the three months ended ~~September~~June 30, ~~2022~~2023 as compared to the prior year period was primarily due to an increase in operating expenses, partially offset by an increase in revenue. The increase in net income during the six months ended June 30, 2023 was primarily the result of the gain from sale of divested operations, as well as increased revenue, partially offset by increased operating ~~expenses. The decrease in net income during the~~expenses, a lower ~~nine~~ ~~months ended~~ ~~September 30, 2022~~ ~~was primarily the result of the gain on event cancellation insurance recognized in the prior year, as well as increased operating expenses, partially offset by increased revenues and~~ ~~the~~ gain from de-designated interest rate ~~swaps.~~swaps and higher income tax expense.

SEGMENT RESULTS

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

Reportable Segments

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

3531

Research


		As Of And For The Three Months Ended September 30, 2022			As Of And For The Three Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Nine Months Ended September 30, 2022			As Of And For The Nine Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)			As Of And For The Three Months Ended June 30, 2023			As Of And For The Three Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2023			As Of And For The Six Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																					Financial Measurements:
Revenues (1)	Revenues (1)	$	1,147,823		$	1,037,124		$	110,699	11	%	$	3,426,532		$	3,020,094		$	406,438	13	%	Revenues (1)	$	1,207,885		$	1,142,329		$	65,556	6	%	$	2,425,076		$	2,278,709		$	146,367	6	%
Gross contribution (1)	Gross contribution (1)	$	848,438		$	769,091		$	79,347	10	%	$	2,541,782		$	2,235,594		$	306,188	14	%	Gross contribution (1)	$	885,282		$	843,965		$	41,317	5	%	$	1,784,796		$	1,693,344		$	91,452	5	%
Gross contribution margin	Gross contribution margin	74		%	74		%	0 point		—		74		%	74		%	0 point		—		Gross contribution margin	73		%	74		%	(1) 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)	$	3,494,100		$	3,100,700		$	393,400	13	%											Contract value (1), (3)	$	3,548,000		$	3,305,000		$	243,000	7	%
Client retention	Client retention	86		%	85		%	1 point		—												Client retention	84		%	86		%	(2) points		—
Wallet retention	Wallet retention	107		%	104		%	3 points		—												Wallet retention	102		%	107		%	(5) points		—
Global Business Sales (2):	Global Business Sales (2):																					Global Business Sales (2):
Contract value (1), (3)		$	976,600		$	804,400		$	172,200	21	%
Contract value (1), (3), (4)																						Contract value (1), (3), (4)	$	1,009,000		$	880,000		$	129,000	15	%
Client retention	Client retention	89		%	86		%	3 points		—												Client retention	88		%	88		%	0 point		—
Wallet retention	Wallet retention	114		%	113		%	1 point		—												Wallet retention	109		%	115		%	(6) points		—

(1)Dollars in thousands.

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

(3)Contract values are on a foreign exchange neutral basis. Contract values as of ~~September~~June 30, ~~2021~~2022 have been calculated using the same foreign currency rates as ~~2022.~~2023.

(4)Contract value as of June 30, 2022 excludes the TalentNeuron business sold in February 2023.

Research revenues increased by ~~$110.7~~$65.6 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021,~~2022, or ~~11%~~6% on a reported basis and ~~15%~~7% excluding the foreign currency impact. For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, research ~~revenues~~revenue increased by ~~$406.4~~$146.4 million compared to the same period in ~~2021,~~2022 or ~~13%~~6% on a reported basis and ~~17%~~8% excluding the foreign currency impact. The segment gross contribution margin was 73% and 74% for ~~all~~ the ~~periods presented herein.~~three months ended June 30, 2023 and 2022, respectively, and 74% for both the six months ended June 30, 2023 and 2022,. The increase in revenues during ~~2022~~2023 was primarily due to ~~the same factors driving the trend in our~~strong Research contract value ~~which are discussed below.~~growth in 2022.

Contract value increased to ~~$4.5~~$4.6 billion at ~~September~~June 30, ~~2022,~~2023, or ~~15%~~9% compared to ~~September~~June 30, ~~2021~~2022 excluding the foreign currency impact. Global Technology Sales (“GTS”) contract value increased by ~~13%~~7% at ~~September~~June 30, ~~2022~~2023 when compared to ~~September~~June 30, ~~2021.~~2022. The increase in GTS contract value was primarily due to new business from new and existing ~~clients, as well as improved client retention.~~clients. GTS contract value increased by ~~double-digits~~at least high single-digits for nearly all enterprise sizes and ~~almost all~~the majority of sectors. Global Business Sales (“GBS”) contract value increased by ~~21%~~15% year-over-year, also primarily driven by new business from new and existing ~~clients, and improved client retention. All~~clients. The majority of our GBS practices achieved double-digit growth rates, with ~~the majority of~~all enterprise ~~size~~sizes and nearly all sectors growing ~~more than 20%~~double-digits year-over-year.

GTS client retention was ~~86%~~84% and ~~85%~~86% as of ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively, while wallet retention was ~~107%~~102% and ~~104%~~107%, respectively. GBS client retention was ~~89%~~88% for both June 30, 2023 and ~~86% as of September 30,~~ 2022, ~~and 2021, respectively,~~ while wallet retention was ~~114%~~109% and ~~113%~~115%, respectively. The ~~increase~~decrease in GTS and GBS wallet retention was largely due to ~~increased~~lower levels of incremental spending by existing ~~clients.~~clients compared to the same period in 2022.

3632

Conferences


		Three Months Ended September 30, 2022			Three Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		Nine Months Ended September 30, 2022			Nine Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)			Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)		Six Months Ended June 30, 2023			Six Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																					Financial Measurements:
Revenues (1)	Revenues (1)	$	77,031		$	24,415		$	52,616	216	%	$	200,910		$	107,396		$	93,514	87	%	Revenues (1)	$	168,897		$	113,525		$	55,372	49	%	$	233,539		$	123,879		$	109,660	89	%
Gross contribution (1)	Gross contribution (1)	$	40,318		$	11,456		$	28,862	252	%	$	110,968		$	67,954		$	43,014	63	%	Gross contribution (1)	$	98,450		$	73,526		$	24,924	34	%	$	125,238		$	70,650		$	54,588	77	%
Gross contribution margin	Gross contribution margin	52		%	47		%	5 points		—		55		%	63		%	(8) points		—		Gross contribution margin	58		%	65		%	(7) points		—		54		%	57		%	(3) points		—
Business Measurements:	Business Measurements:																					Business Measurements:
Number of destination conferences (2)	Number of destination conferences (2)	13			8			5		63	%	32			26			6		23	%	Number of destination conferences (2)	17			14			3		21	%	27			19			8		42	%
Number of destination conferences attendees (2)	Number of destination conferences attendees (2)	14,619			6,472			8,147		126	%	32,990			27,123			5,867		22	%	Number of destination conferences attendees (2)	24,520			14,467			10,053		69	%	35,645			18,371			17,274		94	%

nm = not meaningful.

(1)Dollars in thousands.

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

Conferences revenues increased by ~~$52.6~~$55.4 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021.~~2022. Conferences revenues increased by ~~$93.5~~$109.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021.~~2022. The increase in revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was primarily due to the return to in-person destination ~~conferences. We re-launched in-person destination~~ conferences, ~~during~~beginning in the second quarter of ~~2022 and expect to hold in-person destination conferences in future periods as conditions permit.~~2022. We held 1017 and 1627 in-person destination conferences during the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, respectively. We held 36 in-person destination conferences during both the three and 16six months ended June 30, 2022, and 8 and 13 virtual conferences during the three and ~~nine~~six months ended ~~September~~June 30, 2022, ~~respectively, compared to 8 and 26 during the three and nine months ended September 30, 2021,~~ respectively. Gross contribution increased to ~~$40.3~~$98.5 million during the three months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$11.5~~$73.5 million in the same period last year. Gross contribution increased to ~~$111.0~~$125.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to ~~$68.0~~$70.7 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.~~

3733

Consulting


		As Of And For The Three Months Ended September 30, 2022			As Of And For The Three Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Nine Months Ended September 30, 2022			As Of And For The Nine Months Ended September 30, 2021			Increase (Decrease)		Percentage Increase (Decrease)			As Of And For The Three Months Ended June 30, 2023			As Of And For The Three Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)		As Of And For The Six Months Ended June 30, 2023			As Of And For The Six Months Ended June 30, 2022			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:																					Financial Measurements:
Revenues (1)	Revenues (1)	$	107,014		$	94,743		$	12,271	13	%	$	343,687		$	300,149		$	43,538	15	%	Revenues (1)	$	126,403		$	120,667		$	5,736	5	%	$	253,439		$	236,673		$	16,766	7	%
Gross contribution (1)	Gross contribution (1)	$	37,213		$	30,972		$	6,241	20	%	$	138,448		$	112,840		$	25,608	23	%	Gross contribution (1)	$	47,321		$	50,223		$	(2,902)	(6)	%	$	98,129		$	101,235		$	(3,106)	(3)	%
Gross contribution margin	Gross contribution margin	35		%	33		%	2 points		—		40		%	38		%	2 points		—		Gross contribution margin	37		%	42		%	(5) points		—		39		%	43		%	(4) points		—
Business Measurements:	Business Measurements:																					Business Measurements:
Backlog (1), (2)	Backlog (1), (2)	$	162,000		$	121,700		$	40,300	33	%											Backlog (1), (2)	$	171,600		$	146,800		$	24,800	17	%
Billable headcount	Billable headcount	852			749			103		14	%											Billable headcount	935			799			136		17	%
Consultant utilization	Consultant utilization	66		%	62		%	4 points		—		70		%	67		%	3 points		—		Consultant utilization	66		%	71		%	(5) points		—		66		%	72		%	(6) points		—

(1)Dollars in thousands.

(2)Backlog is on a foreign exchange neutral basis. Backlog as of ~~September~~June 30, ~~2021~~2022 has been calculated using the same foreign currency rates as ~~2022. We changed our method of calculating backlog beginning in 2022 to include multi-year contracts.~~2023.

Consulting revenues increased by ~~13%~~5% during the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021~~2022 on a reported basis and ~~21%~~6% excluding the foreign currency impact, with an increase in labor-based consulting revenue of ~~16%~~9% and a decrease in contract optimization revenue of 3%12%, each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the ~~third~~second quarter of ~~2022~~2023 may not be indicative of results for the remainder of ~~2022~~2023 or beyond. The segment gross contribution margin was ~~35%~~37% and ~~33%~~42% for the three months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The ~~increase~~decrease in gross contribution margin during the ~~third~~second quarter of ~~2022~~2023 was primarily due to ~~the increase in revenue.~~increased personnel expense related to higher headcount.

For the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, Consulting revenues increased ~~15%~~7% compared to the same period in ~~2021~~2022 on a reported basis and ~~20%~~10% excluding the foreign currency impact, with an increase in labor-based consulting revenue of ~~14%~~5% and an increase in contract optimization revenue of ~~18%~~17%, each on a reported basis. The segment gross contribution margin for the ~~nine~~three and six months ended ~~September~~June 30, ~~2022 increased~~2023 decreased by 24 points compared to the same period in ~~2021.~~2022. The ~~increase~~decrease in gross contribution margin for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was also primarily due to ~~the increase in revenue.~~increased personnel expense related to higher headcount.

Backlogincreased by ~~$40.3~~$24.8 million, or ~~33%~~17%, from ~~September~~June 30, ~~2021~~2022 to ~~September~~June 30, ~~2022~~2023, excluding the foreign currency impact. ~~The change in our method of calculating backlog noted above contributed approximately 11 percentage points to the backlog growth rate.~~

3834

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and, to a lesser extent, borrowings. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At ~~September~~June 30, ~~2022,~~2023, we had ~~$528.7 million~~$1.2 billion 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 both the next twelve months and the foreseeable future.

We have historically generated significant cash flows from our operating activities, benefiting from the 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 ~~83%~~50% held outside the U.S. at ~~September~~June 30, ~~2022.~~2023. 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~~our cash balances for the periods indicated (in thousands).


		Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021		Increase (Decrease)			Six Months Ended June 30, 2023		Six Months Ended June 30, 2022		Increase (Decrease)
Cash provided by operating activities	Cash provided by operating activities	$	898,313	$	1,077,684	$	(179,371)	Cash provided by operating activities	$	600,461	$	583,392	$	17,069
Cash used in investing activities		(74,570)		(61,700)		(12,870)
Cash provided by (used in) investing activities								Cash provided by (used in) investing activities	109,363		(38,385)		147,748
Cash used in financing activities	Cash used in financing activities	(1,013,430)		(944,186)		(69,244)		Cash used in financing activities	(228,732)		(920,548)		691,816
Net (decrease) increase in cash and cash equivalents and restricted cash		(189,687)		71,798		(261,485)
Net increase (decrease) in cash and cash equivalents and restricted cash								Net increase (decrease) in cash and cash equivalents and restricted cash	481,092		(375,541)		856,633
Effects of exchange rates	Effects of exchange rates	(42,228)		(14,651)		(27,577)		Effects of exchange rates	(6,263)		(20,479)		14,216
Beginning cash and cash equivalents and restricted cash	Beginning cash and cash equivalents and restricted cash	760,602		712,583		48,019		Beginning cash and cash equivalents and restricted cash	698,599		760,602		(62,003)
Ending cash and cash equivalents and restricted cash	Ending cash and cash equivalents and restricted cash	$	528,687	$	769,730	$	(241,043)	Ending cash and cash equivalents and restricted cash	$	1,173,428	$	364,582	$	808,846

Operating

Cash provided by operating activities was ~~$898.3~~$600.5 million and ~~$1,077.7~~$583.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The year-over-year ~~decrease~~increase was primarily due to ~~$150.0 million~~increased operating income, excluding the gain from sale of ~~insurance proceeds received in the 2021 period related to 2020 event cancellation claims, as well as higher commission and interest payments in 2022,~~divested operation, partially offset by ~~reduced~~increased income tax ~~payments.~~payments, in part as a result of the gain on sale of divested operation in 2023.

Investing

Cash ~~used in~~provided by (used in) investing activities was ~~$74.6~~$109.4 million and ~~$61.7~~$(38.4) million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. The increase from ~~2021~~2022 to ~~2022~~2023 was the result of the proceeds received from the sale of our TalentNeuron business in February 2023, partially offset by increased capital expenditures primarily due to higher capitalized software and ~~computer equipment additions, partially offset by the 2021 acquisition of Pulse Q&A Inc.~~IT infrastructure additions.

Financing

Cash used in financing activities was ~~$1,013.4~~$228.7 million and ~~$944.2~~$920.5 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. During the ~~2022~~2023 period, we used ~~$1,026.4~~$238.4 million of cash for share repurchases and paid a net ~~$4.0~~$3.6 million in debt principal repayments. During the ~~2021~~2022 period, we used ~~$1,438.8~~$929.9 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. During the 2021 period, we also~~ repaid a net ~~$5.0 million on our revolving credit facility under the 2020 Credit Agreement and paid a net $6.6~~$2.7 million in debt principal ~~repayments, exclusive of the $100.0 million term loan repayment.~~repayments.

Debt

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~~Debt~~

As of ~~September~~June 30, ~~2022,~~2023, the Company had $2.5 billion of principal amount of debt outstanding, of which ~~$1.9~~$4.2 million is to be repaid in the remainder of fiscal year ~~2022.~~2023. 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.

OFF BALANCE SHEET ARRANGEMENTS

From January 1, ~~2022~~2023 through ~~September~~June 30, ~~2022,~~2023, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

As of ~~September~~June 30, ~~2022,~~2023, 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~~$278.6 million of the Company’s total debt outstanding as of ~~September~~June 30, ~~2022~~2023 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 contract, which effectively converts 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 ~~September~~June 30, ~~2022,~~2023, we had ~~$528.7 million~~$1.2 billion of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on ~~September~~June 30, ~~2022~~2023 could have increased or decreased by approximately ~~$51.2~~$67.0 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.

Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of ~~September~~June 30, ~~2022~~2023 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.

4137

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 or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in ~~a timely manner. Specifically, these controls~~the rules and ~~procedures ensure that~~forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of ~~September~~June 30, ~~2022,~~2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2023, 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.~~were effective.

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.

4238

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, ~~2021.~~2022.

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 $1.6 billion, $1.0 billion and ~~$1.0~~$0.4 billion of the Company’s common stock during 2021, 2022, and ~~the first half of 2022,~~February 2023, respectively. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended ~~September~~June 30, ~~2022.~~2023.

Period Total
Number of
Shares
Purchased (#) Average
Price Paid
Per Share ($) Total Number of Shares Purchased Under Announced Programs (#) Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs
(in thousands)
July 1, 2022 to July 31, 2022 284,085 $ 247.13 283,214 $ 634,439
August 1, 2022 to August 31, 2022 23,861 279.77 13,109 630,939
September 1, 2022 to September 30, 2022 67,130 277.87 65,522 $ 612,767
Total for the quarter (1) 375,076 $ 254.71 361,845


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, 2023 to April 30, 2023	144,649	$	306.73	144,294	$	910,259
May 1, 2023 to May 31, 2023	234,758	311.24		217,944	842,727
June 1, 2023 to June 30, 2023	44,426	342.18		41,494	$	827,865
Total for the quarter (1)	423,833	$	312.95	403,732

(1)The repurchased shares during the three months ended ~~September~~June 30, ~~2022~~2023 included ~~purchases~~20,101 shares purchased for ~~both~~ the settlement of stock-based compensation awards and 403,732 shares purchased in the open ~~market purchases.~~market.

ITEM 5. OTHER INFORMATION

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended June 30, 2023.

4339

ITEM 6. EXHIBITS


EXHIBIT NUMBER						DESCRIPTION OF DOCUMENT

3.1(1)						Restated Certificate of Incorporation of the Company.

3.2(2)						By-laws of Gartner, Inc. (as amended through April 29, 2021).

10.1*						Amendment No. 1, dated as of May 19, 2023, by and between Gartner, Inc. and JPMorgan Chase Bank, N.A. as administrative agent and as collateral agent.

10.2(3)						Gartner, Inc. Long-Term Incentive Plan, as amended and restated effective June 1, 2023.

10.3*						Executive Performance Bonus Plan to be effective January 1, 2024.

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~~Document.

101.SCH*						Inline XBRL Taxonomy Extension Schema Document.

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

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

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

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

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

* Filed with this report.

(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.

(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.

(3) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023.

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

SIGNATURE

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


		Gartner, Inc.

Date:	~~November~~August 1, ~~2022~~2023	/s/ Craig W. Safian
		Craig W. Safian
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

4440


2022 (remaining three months)	$	23,979
2023	95,901
2024	88,802
2025	78,302
2026	75,628
Thereafter	241,221
	$	603,833