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 March 31, ~~2020~~2021
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-14443

Gartner, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

04-3099750

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

P.O. Box 10212

06902-7700

56 Top Gallant Road

(Zip Code)

Stamford,

Connecticut

(Address of principal executive offices)

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

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


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

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of ~~May 1, 2020,~~ ~~89,175,114~~April 30, 2021, 86,076,529 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 March 31,~~, 20~~20 2021 and December 31, ~~201~~92020			3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31,~~, 20~~20 2021 and ~~201~~92020			4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 3 1 ~~, 20~~20 31, 2021 and ~~201~~92020			5
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, ~~2020~~2021 and ~~2019~~2020			6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 ~~, 20~~20 31, 2021 and ~~201~~92020			7
Notes to Condensed Consolidated Financial Statements			8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			23
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			3435
ITEM 4. CONTROLS AND PROCEDURES			3536
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			3637
ITEM 1A. RISK FACTORS			3637
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			3837
~~ITEM 5. OTHER INFORMATION~~			38
ITEM 6. EXHIBITS			38

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


		March 31,		December 31,			March 31,		December 31,
		2020		2019			2021		2020
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	227,850	$	280,836	Cash and cash equivalents	$	445,995	$	712,583
Fees receivable, net of allowances of $9,000 and $8,000, respectively		1,148,565		1,326,012
Fees receivable, net of allowances of $9,000 and $10,000, respectively						Fees receivable, net of allowances of $9,000 and $10,000, respectively	1,175,426		1,241,508
Deferred commissions	Deferred commissions	240,177		265,867		Deferred commissions	257,956		259,755
Prepaid expenses and other current assets	Prepaid expenses and other current assets	156,026		146,026		Prepaid expenses and other current assets	118,479		109,212
Total current assets	Total current assets	1,772,618		2,018,741		Total current assets	1,997,856		2,323,058
Property, equipment and leasehold improvements, net	Property, equipment and leasehold improvements, net	346,579		344,579		Property, equipment and leasehold improvements, net	322,610		336,765
Operating lease right-of-use assets	Operating lease right-of-use assets	678,018		702,916		Operating lease right-of-use assets	633,796		647,283
Goodwill	Goodwill	2,927,666		2,937,726		Goodwill	2,943,500		2,945,547
Intangible assets, net	Intangible assets, net	864,150		925,087		Intangible assets, net	777,441		806,998
Other assets	Other assets	211,315		222,245		Other assets	262,655		256,316
Total Assets	Total Assets	$	6,800,346	$	7,151,294	Total Assets	$	6,937,858	$	7,315,967
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	$	533,951	$	788,796	Accounts payable and accrued liabilities	$	703,439	$	952,431
Deferred revenues	Deferred revenues	1,847,384		1,928,020		Deferred revenues	2,088,463		1,974,548
Current portion of long-term debt	Current portion of long-term debt	149,003		139,718		Current portion of long-term debt	20,519		20,515
Total current liabilities	Total current liabilities	2,530,338		2,856,534		Total current liabilities	2,812,421		2,947,494
Long-term debt, net of deferred financing fees	Long-term debt, net of deferred financing fees	2,035,273		2,043,888		Long-term debt, net of deferred financing fees	1,949,078		1,958,286
Operating lease liabilities	Operating lease liabilities	813,883		832,533		Operating lease liabilities	765,125		780,166
Other liabilities	Other liabilities	530,577		479,746		Other liabilities	519,640		539,593
Total Liabilities	Total Liabilities	5,910,071		6,212,701		Total Liabilities	6,046,264		6,225,539
Stockholders’ 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; NaN issued or outstanding						Preferred stock, $0.01 par value, 5,000,000 shares authorized; NaN issued or outstanding	0		0
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82		Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82
Additional paid-in capital	Additional paid-in capital	1,922,608		1,899,273		Additional paid-in capital	2,003,473		1,968,930
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(168,972)		(77,938)		Accumulated other comprehensive loss, net	(93,178)		(99,228)
Accumulated earnings	Accumulated earnings	2,063,819		1,988,722		Accumulated earnings	2,419,567		2,255,467
Treasury stock, at cost, 74,308,008 and 74,444,288 common shares, respectively		(2,927,262)		(2,871,546)
Treasury stock, at cost, 76,519,765 and 74,759,985 common shares, respectively						Treasury stock, at cost, 76,519,765 and 74,759,985 common shares, respectively	(3,438,350)		(3,034,823)
Total Stockholders’ Equity	Total Stockholders’ Equity	890,275		938,593		Total Stockholders’ Equity	891,594		1,090,428
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	6,800,346	$	7,151,294	Total Liabilities and Stockholders’ Equity	$	6,937,858	$	7,315,967

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

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Revenues:	Revenues:					Revenues:
Research	Research	$	909,291	$	825,374	Research	$	979,732	$	909,291
Conferences	Conferences	13,870		51,932		Conferences	24,802		13,870
Consulting	Consulting	95,730		93,138		Consulting	99,504		95,730

Total revenues	Total revenues	1,018,891		970,444		Total revenues	1,104,038		1,018,891
Costs and expenses:	Costs and expenses:					Costs and expenses:
Cost of services and product development	Cost of services and product development	341,278		346,645		Cost of services and product development	334,467		341,278
Selling, general and administrative	Selling, general and administrative	496,639		518,770		Selling, general and administrative	487,255		496,639
Depreciation	Depreciation	22,517		19,775		Depreciation	25,750		22,517
Amortization of intangibles	Amortization of intangibles	32,179		33,683		Amortization of intangibles	30,514		32,179
Acquisition and integration charges	Acquisition and integration charges	1,560		2,772		Acquisition and integration charges	640		1,560
Total costs and expenses	Total costs and expenses	894,173		921,645		Total costs and expenses	878,626		894,173
Operating income	Operating income	124,718		48,799		Operating income	225,412		124,718
Interest expense, net	Interest expense, net	(26,349)		(24,847)		Interest expense, net	(26,149)		(26,349)
Loss from divested operations		—		(2,075)
Other expense, net		(1,515)		(824)

Other income (expense), net						Other income (expense), net	15,490		(1,515)
Income before income taxes	Income before income taxes	96,854		21,053		Income before income taxes	214,753		96,854
Provision for income taxes	Provision for income taxes	21,757		258		Provision for income taxes	50,653		21,757
Net income	Net income	$	75,097	$	20,795	Net income	$	164,100	$	75,097

Net income per share:	Net income per share:					Net income per share:
Basic	Basic	$	0.84	$	0.23	Basic	$	1.86	$	0.84
Diluted	Diluted	$	0.83	$	0.23	Diluted	$	1.84	$	0.83
Weighted average shares outstanding:	Weighted average shares outstanding:					Weighted average shares outstanding:
Basic	Basic	89,219		89,882		Basic	88,352		89,219
Diluted	Diluted	90,066		91,004		Diluted	89,139		90,066

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

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)

(Unaudited; in thousands)


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Net income	Net income	$	75,097	$	20,795	Net income	$	164,100	$	75,097
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	(46,381)		(7,236)		Foreign currency translation adjustments	677		(46,381)
Interest rate swaps – net change in deferred gain or loss	Interest rate swaps – net change in deferred gain or loss	(44,732)		(14,505)		Interest rate swaps – net change in deferred gain or loss	5,270		(44,732)
Pension plans – net change in deferred actuarial loss	Pension plans – net change in deferred actuarial loss	79		42		Pension plans – net change in deferred actuarial loss	103		79
Other comprehensive loss, net of tax		(91,034)		(21,699)
Comprehensive loss		$	(15,937)	$	(904)
Other comprehensive income (loss), net of tax						Other comprehensive income (loss), net of tax	6,050		(91,034)
Comprehensive income (loss)						Comprehensive income (loss)	$	170,150	$	(15,937)

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

GARTNER, INC. AND SUBSIDIARIES

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

(Unaudited; in thousands)

Three Months Ended March 31, ~~2020~~2021

Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss, Net Accumulated Earnings Treasury Stock Total
Balance at December 31, 2019 $ 82 $ 1,899,273 $ (77,938) $ 1,988,722 $ (2,871,546) $ 938,593
Net income — — — 75,097 — 75,097
Other comprehensive loss — — (91,034) — — (91,034)
Issuances under stock plans — (1,794) — — 7,448 5,654
Common share repurchases — — — — (63,164) (63,164)
Stock-based compensation expense — 25,129 — — — 25,129
Balance at March 31, 2020 $ 82 $ 1,922,608 $ (168,972) $ 2,063,819 $ (2,927,262) $ 890,275


	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

Three Months Ended March 31, ~~2019~~2020


		Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total			Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2018		$	82	$	1,823,710	$	(39,867)	$	1,755,432	$	(2,688,600)	$	850,757
Balance at December 31, 2019														Balance at December 31, 2019	$	82	$	1,899,273	$	(77,938)	$	1,988,722	$	(2,871,546)	$	938,593
Net income	Net income	—		—		—		20,795		—		20,795		Net income	—		—		—		75,097		—		75,097
Other comprehensive loss	Other comprehensive loss	—		—		(21,699)		—		—		(21,699)		Other comprehensive loss	—		—		(91,034)		—		—		(91,034)
Issuances under stock plans	Issuances under stock plans	—		(2,911)		—		—		7,973		5,062		Issuances under stock plans	—		(1,794)		—		—		7,448		5,654
Common share repurchases	Common share repurchases	—		—		—		—		(29,837)		(29,837)		Common share repurchases	—		—		—		—		(63,164)		(63,164)
Stock-based compensation expense	Stock-based compensation expense	—		31,819		—		—		—		31,819		Stock-based compensation expense	—		25,129		—		—		—		25,129
Balance at March 31, 2019		$	82	$	1,852,618	$	(61,566)	$	1,776,227	$	(2,710,464)	$	856,897
Balance at March 31, 2020														Balance at March 31, 2020	$	82	$	1,922,608	$	(168,972)	$	2,063,819	$	(2,927,262)	$	890,275

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Operating activities:	Operating activities:					Operating activities:
Net income	Net income	$	75,097	$	20,795	Net income	$	164,100	$	75,097
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	54,696		53,458		Depreciation and amortization	56,264		54,696
Stock-based compensation expense	Stock-based compensation expense	25,129		31,819		Stock-based compensation expense	36,086		25,129
Deferred taxes	Deferred taxes	25,537		(25,530)		Deferred taxes	3,883		25,537
Loss from divested operations		—		2,075

Reduction in the carrying amount of operating lease right-of-use assets	Reduction in the carrying amount of operating lease right-of-use assets	22,862		20,939		Reduction in the carrying amount of operating lease right-of-use assets	18,575		22,862
Amortization and write-off of deferred financing fees	Amortization and write-off of deferred financing fees	1,637		1,616		Amortization and write-off of deferred financing fees	923		1,637

Gain on de-designated swaps						Gain on de-designated swaps	(15,765)		0
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Fees receivable, net	Fees receivable, net	135,661		78,390		Fees receivable, net	54,192		135,661
Deferred commissions	Deferred commissions	17,520		4,073		Deferred commissions	(237)		17,520
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(12,656)		8,891		Prepaid expenses and other current assets	(9,933)		(12,656)
Other assets	Other assets	5,961		(28,517)		Other assets	(10,081)		5,961
Deferred revenues	Deferred revenues	(26,228)		85,740		Deferred revenues	131,786		(26,228)
Accounts payable and accrued and other liabilities	Accounts payable and accrued and other liabilities	(269,467)		(218,153)		Accounts payable and accrued and other liabilities	(272,495)		(269,467)
Cash provided by operating activities	Cash provided by operating activities	55,749		35,596		Cash provided by operating activities	157,298		55,749
Investing activities:	Investing activities:					Investing activities:
Additions to property, equipment and leasehold improvements	Additions to property, equipment and leasehold improvements	(24,536)		(20,060)		Additions to property, equipment and leasehold improvements	(12,521)		(24,536)
Acquisitions - cash paid (net of cash acquired)		—		(2,295)

Cash used in investing activities	Cash used in investing activities	(24,536)		(22,355)		Cash used in investing activities	(12,521)		(24,536)
Financing activities:	Financing activities:					Financing activities:
Proceeds from employee stock purchase plan	Proceeds from employee stock purchase plan	5,641		5,083		Proceeds from employee stock purchase plan	5,357		5,641
Proceeds from borrowings		—		35,000

Proceeds from revolving credit facility						Proceeds from revolving credit facility	0		27,000
Payments on revolving credit facility						Payments on revolving credit facility	(5,000)		0
Payments on borrowings	Payments on borrowings	(967)		(18,682)		Payments on borrowings	(5,127)		(27,967)
Purchases of treasury stock	Purchases of treasury stock	(73,164)		(44,839)		Purchases of treasury stock	(398,450)		(73,164)
Cash used in financing activities	Cash used in financing activities	(68,490)		(23,438)		Cash used in financing activities	(403,220)		(68,490)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(37,277)		(10,197)		Net decrease in cash and cash equivalents	(258,443)		(37,277)
Effects of exchange rates on cash and cash equivalents	Effects of exchange rates on cash and cash equivalents	(15,709)		804		Effects of exchange rates on cash and cash equivalents	(8,145)		(15,709)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	280,836		158,663		Cash and cash equivalents, beginning of period	712,583		280,836
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	227,850	$	149,270	Cash and cash equivalents, end of period	$	445,995	$	227,850

See the accompanying notes to ~~condensed consolidated financial statements.~~

Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice and tools to achieve their mission–critical priorities today and build the successful organizations of tomorrow. We believe our unmatched combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions on the issues that matter most. We are a trusted advisor and an objective resource for more than ~~15,000~~14,000 enterprises in more than 100 countries — across all major functions, in every industry and enterprise size.

Segments. Gartner delivers its products and services globally through 3 business segments: Research, Conferences and Consulting. Revenues and other financial information for our segments are discussed in Note 5 — Segment Information.

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

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

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

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

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

In December 2019, a novel coronavirus disease (“COVID-19”) was reported in Wuhan, China and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. Any future asset impairment charges, increase in allowance for doubtful accounts, or restructuring charges could be more likely if the negative effects of the COVID-19 pandemic continue and will be dependent on the severity and duration of this crisis. To date, the Company has not observed any material impairments of its assets or a significant change in the fair value of assets due to the COVID-19 pandemic.

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 2 — Revenue and Related Matters provides additional information regarding the ~~Company's~~Company’s revenues.

~~Acquisition and divestiture activities.~~ The Company recognized $1.6 million and $2.8 million of Acquisition and integration charges during the three months ended March 31, 2020 and 2019, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from our acquisitions and include, among other items, professional fees, severance and stock-based compensation charges. Although the Company did not complete any business acquisitions during the three months ended March 31, 2020 or 2019, it paid $2.3 million of restricted cash in 2019 for deferred consideration from a 2017 acquisition.

During the three months ended March 31, 2019, the Company recorded a pretax Loss from divested operations of $2.1 million, primarily due to adjustments of certain working capital balances related to divestitures that were completed in 2018. There were no divestitures completed during the three months ended March 31, 2019 and 2020.

Adoption of new accounting standards. The Company adopted the accounting ~~standards~~standard described below during the three months ended March 31, ~~2020.~~2021.

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

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

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

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

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

Accounting standard effective immediately upon voluntary election by Gartner

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

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

~~Defined Benefit Plan Disclosures~~ ~~— In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans~~ ("ASU No. 2018-14"). ASU No. 2018-14, which is part of the FASB's broader disclosure framework project, modifies and supplements the current U.S. GAAP annual disclosure requirements for employers that sponsor defined benefit pension plans. ASU No. 2018-14 is effective for Gartner in the fourth quarter of 2020. ASU No. 2018-14 must be adopted on a retroactive basis and applied to each comparative period presented in an entity's financial statements. The adoption of ASU No. 2018-14 is currently not expected to have a material impact on the Company's financial statement disclosures.

~~Accounting standard effective in 2021~~

~~Simplifying the Accounting for Income Taxes~~ ~~— In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Income Taxes—Simplifying the Accounting for Income Taxes~~ ("ASU No. 2019-12"). ASU No. 2019-12 provides new guidance to simplify the accounting for income taxes in certain areas, changes the accounting for select income tax transactions and makes minor ASC improvements. ASU No. 2019-12 is effective for Gartner on January 1, 2021, including interim periods in the year of adoption. Early adoption is permitted. The method of adoption varies depending on the component of the new rule that is being adopted. The Company is currently evaluating the potential impact of ASU No. 2019-12 on our consolidated financial statements.

Note 2 — Revenue and Related Matters

Disaggregated Revenue — The ~~Company's~~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 March 31, ~~2020~~2021

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 590,156 $ 5,980 $ 54,163 $ 650,299
Europe, Middle East and Africa 205,939 2,147 30,082 238,168
Other International 113,196 5,743 11,485 130,424
Total revenues $ 909,291 $ 13,870 $ 95,730 $ 1,018,891


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	631,333	$	19,599	$	57,486	$	708,418
Europe, Middle East and Africa	230,201		2,713		30,362		263,276
Other International	118,198		2,490		11,656		132,344
Total revenues	$	979,732	$	24,802	$	99,504	$	1,104,038

Three Months Ended March 31, ~~2019~~2020

Primary Geographic Market Research Conferences Consulting Total
United States and Canada $ 527,233 $ 29,007 $ 55,093 $ 611,333
Europe, Middle East and Africa 193,955 17,197 29,934 241,086
Other International 104,186 5,728 8,111 118,025
Total revenues $ 825,374 $ 51,932 $ 93,138 $ 970,444


Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	590,156	$	5,980	$	54,163	$	650,299
Europe, Middle East and Africa	205,939		2,147		30,082		238,168
Other International	113,196		5,743		11,485		130,424
Total revenues	$	909,291	$	13,870	$	95,730	$	1,018,891

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

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate ~~our~~ the Company's

revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments.

By Timing of Revenue Recognition

Three Months Ended March 31, ~~2020~~2021

Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 829,212 $ — $ 81,408 $ 910,620
Transferred at a point in time (2) 80,079 13,870 14,322 108,271
Total revenues $ 909,291 $ 13,870 $ 95,730 $ 1,018,891


Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	894,087	$	0	$	84,342	$	978,429
Transferred at a point in time (2)	85,645		24,802		15,162		125,609
Total revenues	$	979,732	$	24,802	$	99,504	$	1,104,038

Three Months Ended March 31, ~~2019~~2020

Timing of Revenue Recognition Research Conferences Consulting Total
Transferred over time (1) $ 752,798 $ — $ 78,957 $ 831,755
Transferred at a point in time (2) 72,576 51,932 14,181 138,689
Total revenues 825,374 $ 51,932 $ 93,138 $ 970,444


Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	829,212	$	0	$	81,408	$	910,620
Transferred at a point in time (2)	80,079		13,870		14,322		108,271
Total revenues	$	909,291	$	13,870	$	95,730	$	1,018,891

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

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

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, ~~2020~~2021 was approximately ~~$3.1~~$3.6 billion. The Company expects to recognize ~~$1,526.7~~$1,705.5 million, ~~$1,220.0~~$1,443.1 million and ~~$311.6~~$424.5 million of this revenue (most of which pertains to Research) during the remainder of ~~2020,~~2021, the year ending December 31, ~~2021~~2022 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. ~~Our~~The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

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


		March 31,		December 31,			March 31,		December 31,
		2020		2019			2021		2020
Assets:	Assets:					Assets:
Fees receivable, gross (1)	Fees receivable, gross (1)	$	1,157,565	$	1,334,012	Fees receivable, gross (1)	$	1,184,426	$	1,251,508
Contract assets recorded in Prepaid expenses and other current assets (2)	Contract assets recorded in Prepaid expenses and other current assets (2)	$	19,558	$	21,350	Contract assets recorded in Prepaid expenses and other current assets (2)	$	19,883	$	14,440
Contract liabilities:	Contract liabilities:					Contract liabilities:
Deferred revenues (current liability) (3)	Deferred revenues (current liability) (3)	$	1,847,384	$	1,928,020	Deferred revenues (current liability) (3)	$	2,088,463	$	1,974,548
Non-current deferred revenues recorded in Other liabilities (3)	Non-current deferred revenues recorded in Other liabilities (3)	17,231		24,409		Non-current deferred revenues recorded in Other liabilities (3)	25,852		26,754
Total contract liabilities	Total contract liabilities	$	1,864,615	$	1,952,429	Total contract liabilities	$	2,114,315	$	2,001,302

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

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

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

The Company recognized revenue of ~~$658.4~~$726.7 million and ~~$650.1~~$658.4 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts primarily consisted of (i) Research revenues that were recognized ratably as control of the goods or services passed to the customer and (ii) Conferences revenue pertaining to conferences and meetings that occurred during the reporting periods. During each of the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, the Company did not record any material impairments related to its contract assets. The Company does not typically recognize revenue from performance obligations satisfied in prior periods.

Note 3 — Computation of Earnings Per Share

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

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


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Numerator:	Numerator:					Numerator:
Net income used for calculating basic and diluted income per common share		$	75,097	$	20,795
Net income used for calculating basic and diluted income per share						Net income used for calculating basic and diluted income per share	$	164,100	$	75,097
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	89,219		89,882		Weighted average common shares used in the calculation of basic income per share	88,352		89,219
Common stock equivalents associated with stock-based compensation plans (1)		847		1,122
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)						Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	787		847
Shares used in the calculation of diluted income per share	Shares used in the calculation of diluted income per share	90,066		91,004		Shares used in the calculation of diluted income per share	89,139		90,066
Basic income per share	Basic income per share	$	0.84	$	0.23	Basic income per share	$	1.86	$	0.84
Diluted income per share	Diluted income per share	$	0.83	$	0.23	Diluted income per share	$	1.84	$	0.83

(1)Certain potential shares of common stock ~~equivalents~~ were not included in the computation of diluted income per share because the effect would have been anti-dilutive. These potential shares of common ~~share equivalents~~stock totaled ~~0.7~~approximately 0.4 million and ~~0.2~~0.7 million for the three months ended March 31, ~~2020~~2021, and ~~2019,~~2020, respectively.

Note 4 — 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 March 31, ~~2020,~~2021, the Company had ~~4.1~~4.0 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its ~~2014~~current Long-Term Incentive ~~Plan.~~Plan as amended and restated in January 2019 (the “Plan”).

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


		Three Months Ended							Three Months Ended
		March 31,							March 31,
Award type	Award type	2020		2019		Award type	2021		2020
Stock appreciation rights	Stock appreciation rights	$	1.7	$	3.9	Stock appreciation rights	$	2.0	$	1.7
Restricted stock units(2)	Restricted stock units(2)	23.2		27.7		Restricted stock units(2)	33.9		23.2
Common stock equivalents	Common stock equivalents	0.2		0.2		Common stock equivalents	0.2		0.2
Total (1)	Total (1)	$	25.1	$	31.8	Total (1)	$	36.1	$	25.1


		Three Months Ended							Three Months Ended
		March 31,							March 31,
Expense category line item	Expense category line item	2020		2019		Expense category line item	2021		2020
Cost of services and product development	Cost of services and product development	$	12.1	$	11.3	Cost of services and product development	$	13.7	$	12.1
Selling, general and administrative	Selling, general and administrative	13.0		20.4		Selling, general and administrative	22.4		13.0
Acquisition and integration charges (2)		—		0.1
Total (1)		$	25.1	$	31.8
Total (1) (2)						Total (1) (2)	$	36.1	$	25.1

(1) Includes charges of ~~$11.6~~$21.5 million and ~~$20.9~~$11.6 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.

(2) ~~Includes charges~~On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units (the “PSUs”) awarded to ~~acquisitions and related integration efforts.~~

the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target. However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95% of target. In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a result of the modification, the Company recognized $6.5 million of incremental compensation cost during the three months ended March 31, 2021.

Note 5 — Segment Information

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

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

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

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

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

allocation of resources.

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


Three Months Ended March 31, 2020		Research		Conferences		Consulting		Consolidated
Three Months Ended March 31, 2021										Three Months Ended March 31, 2021	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	909,291	$	13,870	$	95,730	$	1,018,891	Revenues	$	979,732	$	24,802	$	99,504	$	1,104,038
Gross contribution	Gross contribution	653,469		(6,060)		29,382		676,791		Gross contribution	724,372		13,896		39,098		777,366
Corporate and other expenses	Corporate and other expenses							(552,073)		Corporate and other expenses							(551,954)
Operating income	Operating income							$	124,718	Operating income							$	225,412


Three Months Ended March 31, 2019		Research		Conferences		Consulting		Consolidated
Three Months Ended March 31, 2020										Three Months Ended March 31, 2020	Research		Conferences		Consulting		Consolidated
Revenues	Revenues	$	825,374	$	51,932	$	93,138	$	970,444	Revenues	$	909,291	$	13,870	$	95,730	$	1,018,891
Gross contribution	Gross contribution	575,168		18,876		28,718		622,762		Gross contribution	653,469		(6,060)		29,382		676,791
Corporate and other expenses	Corporate and other expenses							(573,963)		Corporate and other expenses							(552,073)
Operating income	Operating income							$	48,799	Operating income							$	124,718

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


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Total segment gross contribution	Total segment gross contribution	$	676,791	$	622,762	Total segment gross contribution	$	777,366	$	676,791
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)	(822)		(1,037)		Cost of services and product development - unallocated (1)	7,795		(822)
Selling, general and administrative	Selling, general and administrative	496,639		518,770		Selling, general and administrative	487,255		496,639
Depreciation and amortization	Depreciation and amortization	54,696		53,458		Depreciation and amortization	56,264		54,696
Acquisition and integration charges	Acquisition and integration charges	1,560		2,772		Acquisition and integration charges	640		1,560
Operating income	Operating income	124,718		48,799		Operating income	225,412		124,718
Interest expense and other, net	Interest expense and other, net	(27,864)		(25,671)		Interest expense and other, net	(10,659)		(27,864)
Loss from divested operations		—		(2,075)

Less: Provision for income taxes	Less: Provision for income taxes	21,757		258		Less: Provision for income taxes	50,653		21,757
Net income	Net income	$	75,097	$	20,795	Net income	$	164,100	$	75,097

(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~~Company’s policy is to allocate bonuses to segments at 100% of a segment ~~employee's~~employee’s target bonus. Amounts above or below 100% are absorbed by corporate.

Note 6 — 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 ~~our~~the annual assessment of the recoverability of goodwill, wethe Company initially ~~perform~~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 ~~our~~the Company’s reporting units is less than the related carrying amount. If ~~we do~~the Company does not believe that it is more likely than not that the fair value of any of ~~our~~the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of ~~our~~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 ~~we perform~~ a quantitative impairment ~~test.~~

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 ~~our~~the estimates are subject to uncertainty.

~~Our~~The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, ~~2019~~2020 that indicated 0 impairment. ~~There~~Subsequent to completing the 2020 annual impairment test, there were no events or changes in circumstances ~~which indicate~~noted that ~~the carrying value of goodwill may not be recoverable during the three months ended March 31, 2020.~~required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the three months ended March 31, ~~2020~~2021 (in thousands).

Research Conferences Consulting Total
Balance at December 31, 2019 (1) $ 2,651,060 $ 189,641 $ 97,025 $ 2,937,726
Foreign currency translation impact (8,718) (1,278) (64) (10,060)
Balance at March 31, 2020 $ 2,642,342 $ 188,363 $ 96,961 $ 2,927,666


	Research		Conferences		Consulting		Total
Balance at December 31, 2020 (1)	$	2,664,732	$	184,091	$	96,724	$	2,945,547
Foreign currency translation impact	(1,917)		(38)		(92)		(2,047)
Balance at March 31, 2021	$	2,662,815	$	184,053	$	96,632	$	2,943,500

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

Finite-Lived Intangible Assets

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


March 31, 2020		Customer Relationships		Software		Content		Other		Total
Gross cost at December 31, 2019		$	1,145,109	$	111,033	$	14,140	$	30,838	$	1,301,120
March 31, 2021												March 31, 2021	Customer Relationships		Software		Content		Other		Total
Gross cost at December 31, 2020												Gross cost at December 31, 2020	$	1,154,210	$	110,597	$	3,965	$	10,614	$	1,279,386

Foreign currency translation impact	Foreign currency translation impact	(36,507)		(1,171)		(175)		(72)		(37,925)		Foreign currency translation impact	948		53		0		0		1,001
Gross cost	Gross cost	1,108,602		109,862		13,965		30,766		1,263,195		Gross cost	1,155,158		110,650		3,965		10,614		1,280,387
Accumulated amortization (1)	Accumulated amortization (1)	(299,121)		(66,478)		(12,302)		(21,144)		(399,045)		Accumulated amortization (1)	(406,074)		(88,933)		(3,965)		(3,974)		(502,946)
Balance at March 31, 2020		$	809,481	$	43,384	$	1,663	$	9,622	$	864,150
Balance at March 31, 2021												Balance at March 31, 2021	$	749,084	$	21,717	$	0	$	6,640	$	777,441


December 31, 2019		Customer Relationships		Software		Content		Other		Total
December 31, 2020												December 31, 2020	Customer Relationships		Software		Content		Other		Total
Gross cost	Gross cost	$	1,145,109	$	111,033	$	14,140	$	30,838	$	1,301,120	Gross cost	$	1,154,210	$	110,597	$	3,965	$	10,614	$	1,279,386
Accumulated amortization (1)	Accumulated amortization (1)	(283,369)		(61,564)		(11,225)		(19,875)		(376,033)		Accumulated amortization (1)	(381,776)		(83,320)		(3,595)		(3,697)		(472,388)
Balance at December 31, 2019		$	861,740	$	49,469	$	2,915	$	10,963	$	925,087
Balance at December 31, 2020												Balance at December 31, 2020	$	772,434	$	27,277	$	370	$	6,917	$	806,998

(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—46 to 13 years; Software—3 to 7 years; Content—~~1.5~~2 to 43 years; and Other—2 to 11 years.

Amortization expense related to finite-lived intangible assets was ~~$32.2~~$30.5 million and ~~$33.7~~$32.2 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2020 (remaining nine months) $ 91,192
2021 102,091
2022 92,339
2023 92,323
2024 87,064
Thereafter 399,141
$ 864,150


2021 (remaining nine months)	$	75,546
2022	96,169
2023	96,154
2024	90,819
2025	82,150
Thereafter	336,603
	$	777,441

Note 7 — Debt

~~2016 Credit Agreement~~

The Company has a credit facility that currently provides for a $1.5 billion Term loan A facility and a $1.2 billion revolving credit facility (the "2016 Credit Agreement"). The 2016 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 full compliance with all covenants as of March 31, 2020.

The Term loan A facility is being repaid in 16 consecutive quarterly installments that commenced on June 30, 2017, plus a final payment to be made on March 20, 2022. The revolving credit facility may be borrowed, repaid and re-borrowed through March 20, 2022, at which time all then-outstanding amounts must be repaid.

~~Refer to Note 15 for additional information regarding the Company’s 2016 Credit Agreement.~~

~~Senior Notes~~

The Company has $800.0 million aggregate principal amount of 5.125% Senior Notes due 2025 (the “Senior Notes”). The Senior Notes were issued at an issue price of 100.0% and bear interest at a fixed rate of 5.125% per annum. Interest on the Senior Notes is payable on April 1 and October 1 of each year. The Senior Notes mature on April 1, 2025.

The Company may redeem some or all of the Senior Notes at any time on or after April 1, 2020 for cash at the redemption prices set forth in the Note Indenture, plus accrued and unpaid interest to, but not including, the redemption date.

~~Outstanding Borrowings~~

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

March 31, December 31,
Description: 2020 2019
2016 Credit Agreement - Term loan A facility (1) $ 1,225,125 $ 1,252,969
2016 Credit Agreement - Revolving credit facility (1), (2) 175,000 148,000
Senior Notes (3) 800,000 800,000
Other (4) 6,422 6,545
Principal amount outstanding (5) 2,206,547 2,207,514
Less: deferred financing fees (6) (22,271) (23,908)
Net balance sheet carrying amount $ 2,184,276 $ 2,183,606


	March 31,		December 31,
Description	2021		2020
2020 Credit Agreement - Term loan facility (1)	$	390,000	$	395,000
2020 Credit Agreement - Revolving credit facility (1), (2)	0		5,000
2028 Notes (3)	800,000		800,000
2030 Notes (4)	800,000		800,000
Other (5)	5,919		6,046
Principal amount outstanding (6)	1,995,919		2,006,046
Less: deferred financing fees (7)	(26,322)		(27,245)
Net balance sheet carrying amount	$	1,969,597	$	1,978,801

(1)The contractual annualized interest rate as of March 31, ~~2020~~2021 on the 2020 Credit Agreement Term loan A facility and the revolving credit facility was ~~2.49%~~1.50%, which consisted of a floating Eurodollar base rate of ~~0.99%~~0.125% plus a margin of ~~1.50%~~1.375%. However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

(2)The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of March 31, ~~2020.~~2021.

(3)Consists of $800.0 million principal amount of ~~Senior~~2028 Notes outstanding. The ~~Senior~~2028 Notes bear interest at a fixed rate of ~~5.125%~~4.50% and mature on ~~April~~July 1, ~~2025.~~2028.

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

(5)Consists of 2 State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year maturity and the outstanding balance of ~~$1.4~~$0.9 million as of March 31, ~~2020~~2021 bears interest at a fixed rate of 3.00%. The second loan, originated in 2019, has a 10-year maturity and bears interest at a fixed rate of 1.75%. Both of these loans may be repaid at any time by the Company without penalty.

~~(5)~~(6)The weighted average annual effective rate on the ~~Company's~~Company’s outstanding debt for the three months ended March 31, ~~2020,~~2021, including the effects of its interest rate swaps discussed below, was ~~4.43%~~5.02%.

~~(6)~~(7)Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation.

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”). 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 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”). 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 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 Indenture.

2020 Credit Agreement

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

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

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

The Company’s obligations under the 2020 Credit Agreement are guaranteed, on a secured basis, by certain existing and future direct and indirect U.S. subsidiaries. The Company’s obligations under the 2020 Credit Agreement and the guarantees of the subsidiary guarantors are secured by first priority security interests in substantially all of the assets of the Company and the subsidiary guarantors. The security and pledges are subject to certain exceptions.

Loans under the 2020 Credit Agreement bear interest at a rate equal to, at the Company’s option, either (i) the greatest of: (x) the Wall Street Journal prime rate; (y) the average rate on Federal Reserve Board of New York rate plus 1/2 of 1%; and (z) and the adjusted LIBO rate (adjusted for statutory reserves) for a one-month interest period plus 1%, in each case plus a margin equal to between 0.125% and 1.25% depending on the Company’s consolidated leverage ratio as of the end of the four consecutive fiscal quarters most recently ended, or (ii) the adjusted LIBO rate (adjusted for statutory reserves) plus a margin equal to between 1.125% and 2.25%, depending on the Company’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended. The commitment fee payable on the unused portion of the revolving credit facility is equal to between 0.175% and 0.40% based on utilization of the revolving credit facility. The Company has also agreed to pay customary letter of credit fees.

Interest Rate Swaps

As of March 31, ~~2020,~~2021, the Company had 4 fixed-for-floating interest rate swap contracts with a total notional value of $1.4 billion that mature through 2025. ~~The Company designates the swaps as accounting hedges of the forecasted interest payments on $1.4 billion of its variable-rate borrowings.~~ The Company pays base fixed rates on these swaps ranging from 2.13% to 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings.

~~The~~As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company ~~accounts for~~de-designated all of its interest rate ~~swap contracts as cash flow hedges in accordance with FASB ASC Topic 815. Because the~~ swaps effective June 30, 2020. Accordingly, hedge ~~forecasted interest payments,~~accounting is not applicable, and subsequent changes into the fair ~~values~~value of the interest rate swaps are recorded in ~~accumulated~~Other income (expense), net. The amounts previously recorded in Accumulated other comprehensive ~~income (loss), a component of stockholders' equity, as long as~~loss are amortized into Interest expense, net over the ~~swaps continue to be highly effective hedges~~terms of the designated interest rate risk. Any ineffective portion of a change in the fair value of a hedge is recorded in earnings. All of the Company's interest rate swaps were considered highly effective hedges of thehedged forecasted interest ~~payments as~~payments. As of ~~both~~ March 31, ~~2020 and December 31, 2019.~~2021, $97.0 million is remaining in Accumulated other comprehensive loss, net. The interest rate swaps had negative unrealized fair values (liabilities) of ~~$126.3~~$84.8 million and ~~$64.8~~$109.2 million as of March 31, ~~2020~~2021 and December 31, ~~2019, respectively. Such amounts~~2020, respectively, of which $72.8 million and $78.1 million were ~~deferred and~~ recorded in Accumulated other comprehensive loss, net of tax ~~effect.~~effect, as of March 31, 2021 and December 31, 2020, respectively. See Note 11 — Fair Value Disclosures for the determination of the fair values of ~~Company's~~Company’s interest rate swaps.

Note 8 — Equity

Share Repurchase Authorization

~~The Company has~~In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion ~~board authorization~~of the Company’s common stock. On February 4, 2021, the Board authorized incremental share repurchases of up to ~~repurchase its~~an additional $300 million of the Company’s common ~~stock, of which $0.7~~stock. $0.5 billion remained available under the share repurchase program as of March 31, ~~2020.~~2021. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. See Note 14 — Subsequent Event for a discussion regarding an increase in the Company’s share repurchase authorization.

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


		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2020		2019			2021		2020
Number of shares repurchased (1)	Number of shares repurchased (1)	417,707		212,424		Number of shares repurchased (1)	2,274,710		417,707
Cash paid for repurchased shares (in thousands) (2)	Cash paid for repurchased shares (in thousands) (2)	$	73,164	$	44,839	Cash paid for repurchased shares (in thousands) (2)	$	398,450	$	73,164

(1) The average purchase price for repurchased shares was ~~$151.22~~$180.44 and ~~$140.46~~$151.22 for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The repurchased shares during the three months ended March 31, 2021 and 2020 included purchases for both stock-based compensation awards and open market purchases. ~~All of the~~

(2) The cash paid for repurchased shares ~~repurchased~~ during the three months ended March 31, ~~2019 related to the settlement~~2021 included $8.0 million of ~~the Company's stock-based compensation awards.~~

~~(2)~~open market purchases with trade dates in December 2020 that settled in January 2021. There were $20.0 million of open market purchases with trade dates in March 2021 that settled in April 2021. The cash paid for repurchased shares during the three months ended March 31, 2020 included open market purchases with trade dates in December 2019 that settled in January 2020.

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

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

Three Months Ended March 31, ~~2020~~2021


		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, 2019		$	(47,164)	$	(8,584)	$	(22,190)	$	(77,938)
Balance – December 31, 2020										Balance – December 31, 2020	$	(78,104)	$	(9,309)	$	(11,815)	$	(99,228)
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 AOCI/L before reclassifications to income	Change in AOCI/L before reclassifications to income	(47,054)		—		(46,381)		(93,435)		Change in AOCI/L before reclassifications to income	0		0		677		677
Reclassifications from AOCI/L to income (2), (3)	Reclassifications from AOCI/L to income (2), (3)	2,322		79		—		2,401		Reclassifications from AOCI/L to income (2), (3)	5,270		103		0		5,373
Other comprehensive income (loss) for the period	Other comprehensive income (loss) for the period	(44,732)		79		(46,381)		(91,034)		Other comprehensive income (loss) for the period	5,270		103		677		6,050
Balance – March 31, 2020		$	(91,896)	$	(8,505)	$	(68,571)	$	(168,972)
Balance – March 31, 2021										Balance – March 31, 2021	$	(72,834)	$	(9,206)	$	(11,138)	$	(93,178)

Three Months Ended March 31, ~~2019~~2020

Interest Rate
Swaps Defined
Benefit
Pension Plans Foreign
Currency
Translation
Adjustments Total
Balance – December 31, 2018 $ (7,770) $ (5,738) $ (26,359) $ (39,867)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income (12,853) — (7,236) (20,089)
Reclassifications from AOCI/L to income (2), (3) (1,652) 42 — (1,610)
Other comprehensive income (loss) for the period (14,505) 42 (7,236) (21,699)
Balance – March 31, 2019 $ (22,275) $ (5,696) $ (33,595) $ (61,566)


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2019	$	(47,164)	$	(8,584)	$	(22,190)	$	(77,938)
Other comprehensive income (loss) activity during the period:
Change in AOCI/L before reclassifications to income	(47,054)		0		(46,381)		(93,435)
Reclassifications from AOCI/L to income (2), (3)	2,322		79		0		2,401
Other comprehensive income (loss) for the period	(44,732)		79		(46,381)		(91,034)
Balance – March 31, 2020	$	(91,896)	$	(8,505)	$	(68,571)	$	(168,972)

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

(2)~~The~~$7.0 million and $3.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, ~~net.~~net, for the three months ended March 31, 2021 and 2020, respectively. See Note 7 — Debt and Note 10 — Derivatives and Hedging for information regarding the cash flow hedges.

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

The estimated net amount of the existing losses on the Company’s ~~defined benefit pension plans.~~interest rate swaps that are reported in Accumulated other comprehensive loss, net at March 31, 2021 that is expected to be reclassified into earnings within the next 12 months is $29.2 million.

Note 9 — Income Taxes

The provision for income taxes for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 was an expense of ~~$21.8~~$50.7 million and ~~$0.3~~$21.8 million, respectively. The effective income tax rate was ~~22.5%~~23.6% and ~~1.2%~~of 22.5% for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The quarter-over-quarter increase in the effective income tax rate was primarily due to the shifts in estimated geographical mix of earnings as well as the relative impact of tax benefits from stock-based compensation. These benefits, approximately $5.9 million and $7.2 million for the first three months of 2020 and 2019 respectively, had less of an impact in reducing the effective tax rate for the period in 2020 on pretax income of $96.9 million as compared to the same period in 2019 on pretax income of $21.1 million.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law in the United States. The CARES Act provides a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic. It includes provisions for the deferral of certain taxes and the acceleration of income tax deductions for certain expenses. The Company continues to monitor and record any effects that may result from the CARES Act as well as ongoing government guidance related to COVID-19 that may be issued.

In April 2020, the Company completed an intercompany sale of certain intellectual property that it expects will have a material favorable tax impact on the Company’s second quarter 2020 financial results. The Company's intellectual property footprint continues to evolve and this may result in tax rate volatility in the future.

The Company had gross unrecognized tax benefits of ~~$103.7~~$125.0 million aton March 31, ~~2020~~2021 and ~~$102.8~~$127.1 million aton December 31, ~~2019.~~2020. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately ~~$9.9~~$8.9 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Note 10 — 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).


March 31, 2020
March 31, 2021										March 31, 2021
Derivative Contract Type	Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCI/L		Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCI/L, net of tax
Interest rate swaps (1)	Interest rate swaps (1)	4	$	1,400,000	$	(126,317)	Other liabilities	$	(91,896)	Interest rate swaps (1)	4	$	1,400,000	$	(50,096)	Other liabilities	$	(72,834)
														(34,710)		Accrued liabilities
Foreign currency forwards (2)	Foreign currency forwards (2)	43	227,817		(559)		Accrued liabilities	—		Foreign currency forwards (2)	33	196,038		(220)		Accrued liabilities	0
Total	Total	47	$	1,627,817	$	(126,876)		$	(91,896)	Total	37	$	1,596,038	$	(85,026)		$	(72,834)

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


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

(1)~~The~~As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company de-designated all of its interest rate swaps ~~have been designated~~effective June 30, 2020. Accordingly, hedge accounting is not applicable, and ~~are accounted for as cash flow hedges~~subsequent changes to fair value of the interest rate swaps are recorded in Other income (expense), 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 on borrowings. As a result, changes in the fair values of the swaps are deferred and recorded in AOCI/L, net of tax effect.~~payments. See Note 7 — Debt provides additional information regarding the ~~Company's~~Company’s interest rate swap contracts.

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

(3)See Note 11 — Fair Value Disclosures for the determination of the fair values of these instruments.

At March 31, ~~2020,~~2021, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).

Three Months Ended
March 31,
Amount recorded in: 2020 2019
Interest (income) expense, net (1) $ 3,192 $ (2,271)
Other expense, net (2) 12,599 (1,838)
Total expense (income), net $ 15,791 $ (4,109)


	Three Months Ended
	March 31,
Amount recorded in:	2021		2020
Interest expense, net (1)	$	7,032	$	3,192
Other (income) expense, net (2)	(15,823)		12,599
Total (income) expense, net	$	(8,791)	$	15,791

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

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

Note 11 — 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 ~~2016~~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~~Company’s consolidated balance sheets.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. The Company does not currently utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 6 — Goodwill and Intangible Assets. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.

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


Description	Description	March 31, 2020		December 31, 2019		Description	March 31, 2021		December 31, 2020
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)	$	5,612	$	2,277	Deferred compensation plan assets (1)	$	6,980	$	2,589
Total Level 1 inputs	Total Level 1 inputs	5,612		2,277		Total Level 1 inputs	6,980		2,589
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)	59,948		73,419		Deferred compensation plan assets (1)	89,059		85,932
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	140		1,558		Foreign currency forward contracts (2)	41		885

Total Level 2 inputs	Total Level 2 inputs	60,088		74,977		Total Level 2 inputs	89,100		86,817
Total Assets	Total Assets	$	65,700	$	77,254	Total Assets	$	96,080	$	89,406
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)	$	67,802	$	79,556	Deferred compensation plan liabilities (1)	$	99,397	$	94,538
Foreign currency forward contracts (2)	Foreign currency forward contracts (2)	699		1,499		Foreign currency forward contracts (2)	261		2,399
Interest rate swap contracts (3)	Interest rate swap contracts (3)	126,317		64,831		Interest rate swap contracts (3)	84,806		109,175
Senior Notes due 2025 (4)		788,432		835,384

Total Level 2 inputs	Total Level 2 inputs	983,250		981,270		Total Level 2 inputs	184,464		206,112
Total Liabilities	Total Liabilities	$	983,250	$	981,270	Total Liabilities	$	184,464	$	206,112

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

(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 10 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.

(3)The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 7 — Debt). The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-party broker. Those valuations are based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

~~(4)~~
~~As discussed~~

The table below presents the carrying amounts and fair values of financial instruments that are not recorded at fair value in ~~Note 7 — Debt,~~ the ~~Company has $800.0 million of principal amount fixed-rate Senior Notes due in 2025.~~Company’s Condensed Consolidated Balance Sheets (in thousands). The estimated fair ~~values~~value of the ~~notes~~financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input. ~~The carrying amounts of the Senior Notes were $785.6 million and $785.0 million as of March 31, 2020 and December 31, 2019, respectively.~~


	Carrying Amount				Fair Value
	March 31,		December 31,		March 31,		December 31,
Description	2021		2020		2021		2020
2028 Senior Notes	$	791,041	$	790,783	$	823,208	$	846,296
2030 Senior Notes	790,888		790,690		792,624		843,800
Total	$	1,581,929	$	1,581,473��	$	1,615,832	$	1,690,096

Note 12 ~~— Employee Benefits~~

The Company has defined benefit pension plans at several of its international locations. Benefits earned and paid under those plans are generally based on years of service and level of employee compensation. The Company’s defined benefit pension plans are accounted for in accordance with FASB ASC Topics 715 and 960. Net periodic pension expense was $1.1 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively.

~~Note 13~~ — Contingencies

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

Indemnifications. The Company has various agreements that may obligate usit to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which wethe Company customarily ~~agree~~agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by usthe Company under these agreements have not been material. As of March 31, ~~2020,~~2021, the Company did not have any material payment obligations under any such indemnification agreements.

Note 1413 — Leases

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

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during ~~2020~~2021 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

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


~~Description:~~	~~Three Months Ended March 31, 2020~~
~~Operating lease cost (1)~~	$	~~37,961~~
~~Variable lease cost (2)~~	~~4,403~~
~~Sublease income~~	~~(11,090)~~
~~Total lease cost, net (3)~~	$	~~31,274~~
~~Cash paid for amounts included in the measurement of operating lease liabilities~~	$	~~34,936~~
~~Cash receipts from sublease arrangements~~	$	~~9,417~~
~~Right-of-use assets obtained in exchange for new operating lease liabilities~~	$	~~14,919~~


	Three Months Ended
	March 31,
Description:	2021		2020
Operating lease cost (1)	$	32,865	$	37,961
Variable lease cost (2)	4,302		4,403
Sublease income	(10,339)		(11,090)
Total lease cost, net (3)	$	26,828	$	31,274
Cash paid for amounts included in the measurement of operating lease liabilities	$	34,927	$	34,936
Cash receipts from sublease arrangements	$	10,095	$	9,417
Right-of-use assets obtained in exchange for new operating lease liabilities	$	7,046	$	14,919

(1)Included in operating lease cost was $10.4 million and $10.6 million ~~of costs~~ for ~~subleasing activities during~~ the three months ended March 31, ~~2020.~~2021 and 2020, respectively, for costs related to subleasing activities.

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

(3)The Company did not capitalize any operating lease costs during each of the three months ended March 31, 2021 and 2020.

The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance ~~Sheet as of March 31, 2020~~Sheets (in thousands).


~~Description:~~
~~Accounts payable and accrued liabilities~~	$	~~76,724~~
~~Operating leases - liabilities~~	~~813,883~~
~~Total operating lease liabilities per the Condensed Consolidated Balance Sheet~~	$	~~890,607~~


	March 31,		December 31,
Description:	2021		2020
Accounts payable and accrued liabilities	$	85,150	$	83,995
Operating leases - liabilities	765,125		780,166
Total operating lease liabilities per the Condensed Consolidated Balance Sheets	$	850,275	$	864,161

Note 1514 — Subsequent ~~Events~~Event

On April ~~1, 2020,~~29, 2021, the ~~Company drew down~~Company’s Board of Directors authorized incremental share repurchases of up to an additional ~~$300~~$500 million ~~under~~of Gartner’s common stock. This authorization is in addition to the ~~revolving credit facility~~previously authorized repurchases of up to ~~increase its cash position and preserve financial flexibility in light of current uncertainty in the global market.~~

In April 2020, the Company committed to workforce reductions and implemented an employee furlough program within the Conferences segment, affecting approximately 45% of total Conference employees (approximately 3% of total Company employees). The majority of terminations and furloughs were effective April 30, 2020. The Company expects to incur an aggregate of approximately $5 million to $6 million in costs relating to these workforce reductions. The Company expects the majority of these charges to be incurred and paid in the second quarter of 2020.

~~On May 6, 2020, the 2016 Credit Agreement was amended with the consent~~$1.5 billion, which as of the required lenders to, among other things,modify certain financial maintenance covenants to provide additional flexibility to Gartner through December 31, 2021. The amendment increases the maximum consolidated leverage ratio to 5.00 to 1.00 and the maximum consolidated secured leverage ratio to 3.75 to 1.00 (each as determined in accordance with the 2016 Credit Agreement), in each case for fiscal quarters ending on June 30, 2020 through and including December 31, 2021. The amendment only increases the applicable margin for all outstanding Revolving Loans and Tranche A Term Loans (each as defined in the 2016 Credit Agreement) to the extent the consolidated leverage ratio (as determined in accordance with the Credit Agreement) exceeds 4.50 to 1.00.end of April 2021 had approximately $290 million remaining.

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

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~"2019~~“2020 Form ~~10-K"~~10-K”). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the ~~"Company,~~“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: uncertainty of the magnitude, duration, geographic reach and impact on the global economy of the COVID-19 pandemic; the current, and uncertain future, impact of the COVID-19 pandemic and governments’ responses to it on our business, growth, reputation, projections, prospects, financial condition, operations, cash flows, and liquidity; the adequacy or effectiveness orof steps we take to respond to the crisis, including cost reduction or other mitigation programs; our ability to recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter, as well as the timing of our ~~other~~return to in-person conferences and ~~meetings;~~meetings and willingness of participants to attend; our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to carry out our strategic initiatives and manage associated costs; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; additional risks associated with international operations, including foreign currency fluctuations; the ~~amount of new business generated, including from acquisitions; the mix of domestic and international business; domestic and international economic conditions; the U.K.’s~~UK’s exit from the European Union and its impact on our results; the impact of ~~changes in tax policy~~restructuring and ~~heightened scrutiny from various taxing authorities globally; changes in market demand for~~other charges on our ~~products~~businesses and ~~services; changes in foreign currency rates;~~operations; cybersecurity incidents; general economic conditions; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets and access to capital; risks associated with the ~~timing~~creditworthiness, budget cuts, and shutdown of governments and agencies; the ~~development, introduction~~impact of changes in tax policy and ~~marketing of new products and services; competition in the industry; the payment of performance compensation;~~heightened scrutiny from various taxing authorities globally; uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark; changes to laws and regulations; and other risks and uncertainties detailed in this Form 10-Q, ~~and~~ our most recent Form 10-K and other filings ~~that~~ we make with the SEC. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk factors associated with our business is included under “Risk Factors” in ~~Part I,~~ Item 1A. of the ~~2019~~2020 Form 10-K, which is incorporated herein by ~~reference and "Risk Factors" in Part II, Item 2A of this Form 10-Q.~~reference.

Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements, and are currently, or in the future could be, amplified by the COVID-19 pandemic. Factors that might cause such a difference include, but are not limited to, those listed above or described under ~~“Item 1A. Risk~~“Risk Factors” in Item 1A of the ~~2019~~2020 Form ~~10-K and "Risk Factors" in Part II, Item 2A of this Form 10-Q.~~10-K. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Forward-looking

statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

BUSINESS OVERVIEW

Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We equip business leaders with indispensable insights, advice and tools to achieve their mission–critical priorities today and build the successful organizations of tomorrow. We believe our unmatched combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions on the issues that matter most. We are a trusted advisor and an objective resource for more than ~~15,000~~14,000 enterprises in more than 100 countries — across all major functions, in every industry and enterprise size.

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

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

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

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

COVID-19 Impact

~~In December 2019, a novel~~The coronavirus disease (“COVID-19”) ~~was reported in Wuhan, China and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The virus~~pandemic has ~~since spread to~~affected nearly ~~all regions~~every region in the world and has created significant uncertainties and disruption in the global economy. Gartner is closely monitoring the pandemic-related developments, and our highest priority is the health and safety of our associates, clients, vendors, partners, and other stakeholders. We are working closely with our clients to provide best in class COVID-19 related research to assist them in achieving their mission critical priorities.

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

We have seen negative impacts to all of our segments with Conferences being the most impacted. ~~The majority~~We cancelled all in-person conferences after the World Health Organization’s declaration of ~~our~~the COVID-19 pandemic in March 2020, ~~destination~~and began holding virtual conferences ~~and over~~during the second half of ~~our Evanta~~2020. We held five virtual conferences ~~have been cancelled. Most of the remaining~~during Q1 2021 and plan on holding an additional 18 virtual conferences through August 2021. These virtual conferences are ~~scheduled~~expected to ~~be held~~result in ~~the fourth quarter of 2020. At the date of this filing, the expected impact of the cancellations is a reduction of planned~~significantly less revenue and gross contribution ~~margin of $214 million~~than if they had been in-person, but we believe they aid in client retention and ~~$128 million, respectively, for the year ended December 31, 2020. Additionally, for any conferences that are held later in 2020, we will likely have reduced revenues relative to plan.~~engagement. The safety of our associates and clients ~~remain~~remains our top priority so ~~the~~future in-person conferences will be held only ifwhen we determine the relevant impacts of COVID-19 have sufficiently receded in the jurisdictions where our conferences are to be held.

~~In connection with the cancellation of the majority of our 2020~~Operationally, we are planning to resume in-person conferences ~~noted above,~~starting in April 2020, we committed to workforce reductions and implemented an employee furlough program in our Conferences segment affecting approximately 45% of total Conference employees (approximately 3% of our total employees). The majority of terminations and furloughs were effective April 30, 2020. We expect to incur an aggregate of approximately $5 million to $6 million in costs relating to these workforce reductions. We expect the majority of these charges to be incurred and paid in the second quarter of 2020.September 2021.

As of March 31, ~~2020,~~2021, we had ~~$10~~approximately $15 million recorded in Prepaid expenses and other current assets on the balance sheet related to cancelled conferences. We expect to recover the majority of these and potential termination costs for future conferences through either force majeure clauses in our vendor contracts, other arrangements with vendors or event cancellation insurance claims. For cancelled conferences, our event cancellation insurance enables us to receive an amount up to the lost contribution margin per ~~conference.~~conference plus incurred expenses. Our event cancellation insurance provides up to $170 million in coverage for 2020 with the right to reinstate that amount one time if those limits are utilized. The insurer has contested our right to reinstate limits and to include in reinstated limits conferences cancelled due to COVID-19. We are in litigation with the insurer on these issues. The timing of receiving the proceeds from these insurance claims is uncertain so we will not record any insurance claims in excess of expenses incurred until the receipt of the insurance proceeds.

Our Research segment has ~~started~~continued to experience a slowdown as CVcontract value (CV) growth was ~~10.6%~~5.8% in the first quarter of 2021 compared to 10.5% in the first quarter of 2020 ~~compared to 11.7%, in the fourth quarter of 2019.~~on a foreign currency neutral basis. CV growth slowed late in the first quarter of 2020 as the global virus response led to lower new business growth and lower retention rates. ~~However, because~~CV growth improved in the first quarter of 2021, compared to the second half of 2020. Since our revenue and CV have been historically stable and predictable as a result of our subscription-based business model, we ~~are~~ only ~~expecting~~experienced a modest decrease in Research revenue ~~for~~growth in 2020 and the ~~remainder~~first quarter of ~~the year.~~2021 compared to that in 2019. Slower CV growth ~~this year~~in 2020 and the first quarter of 2021 however ~~may~~will likely lead to slower research revenue growth in 2021. Nonetheless, we believe that our emphasis on ~~producing COVID-19 related research~~providing insight to enterprise leaders and their teams across every major business function will continue to drive client engagement and satisfaction with our Research products.

Our Consulting segment was only ~~mildly~~moderately impacted by the COVID-19 pandemic as many engagements ~~could be~~are being performed by associates working remotely. Labor based consulting ~~was performing close to plan through February but saw some weakness~~weakened late in ~~March~~the first quarter of 2020 due to the ~~pandemic as we transitioned to fulfilling engagements from a work from home environment.~~pandemic. This weakness continued in ~~April due to weaker demand which could continue for~~ the remainder of 2020. ~~Overall, we expect Consulting revenues~~Labor based consulting revenue improved in the first quarter of 2021 to ~~be lower throughout the remainder of the year, due to a slowdown in labor-based demand.~~pre-pandemic levels.

In response to the pandemic’s impacts to our business, we ~~have~~ implemented ~~other actions to include~~cost avoidance initiatives in the first half of 2020 including significant limitations on hiring and third-party spending, reductions to discretionary spending and elimination of non-essential travel and re-prioritization of capital expenditures. ~~To the extent~~We began to restore certain investments in the business ~~disruption continues for an extended period,~~during the second half of 2020 and we ~~may need~~expect these investments to ~~implement additional cost management actions.~~increase in 2021 and future periods.

~~We have updated our Risk Factors in Part II, Item 1A, in light of the COVID-19 pandemic and its potential impact on our business, results of operations, financial condition and cash flows.~~

BUSINESS MEASUREMENTS

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


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

						Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago. Client retention is calculated at an enterprise level, which represents a single company or customer.

						Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the total contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer.

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


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

						Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill.

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

						Average annualized revenue per billable headcount represents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the utilization percentage times the billable hours available for one year.

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

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

We had total revenues of ~~$1.0~~$1.1 billion during the first quarter of ~~2020,~~2021, an increase of 5%8% compared to the first quarter of ~~2019. Quarter-over-quarter revenues for Research and Consulting increased by 10% and 3%, respectively, during~~2020. During the first quarter of ~~2020,~~2021 revenues for Research increased by 8% year-over-year, while Conferences ~~revenue declined~~and Consulting revenues increased by ~~73%.~~79% and 4%, respectively. For a more complete discussion of our results by segment, see Segment Results below.

For the first quarter of 2021 and 2020, we had net income of $164.1 million and $75.1 million, respectively, and diluted income per share of ~~$0.83.~~$1.84 and $0.83, respectively. Cash provided by operating activities was ~~$55.7~~$157.3 million and ~~$35.6~~$55.7 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. As of March 31, ~~2020,~~2021, we had ~~$227.9~~$446.0 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

RECENTLY ISSUED ACCOUNTING STANDARDS

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

RESULTS OF OPERATIONS

Consolidated Results

In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying data 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 March 31, 2020 Three Months Ended March 31, 2019 Increase (Decrease) Percentage Increase
(Decrease)
Total revenues $ 1,018,891 $ 970,444 $ 48,447 5 %
Costs and expenses:
Cost of services and product development 341,278 346,645 (5,367) (2)
Selling, general and administrative 496,639 518,770 (22,131) (4)
Depreciation 22,517 19,775 2,742 14
Amortization of intangibles 32,179 33,683 (1,504) (4)
Acquisition and integration charges 1,560 2,772 (1,212) (44)
Operating income 124,718 48,799 75,919 156
Interest expense, net (26,349) (24,847) 1,502 6
Loss from divested operations — (2,075) (2,075) (100)
Other expense, net (1,515) (824) 691 84
Less: Provision for income taxes 21,757 258 21,499 8,333
Net income $ 75,097 $ 20,795 $ 54,302 261 %


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Increase (Decrease)		Increase (Decrease) %
Total revenues	$	1,104,038	$	1,018,891	$	85,147	8	%
Costs and expenses:
Cost of services and product development	334,467		341,278		(6,811)		(2)
Selling, general and administrative	487,255		496,639		(9,384)		(2)
Depreciation	25,750		22,517		3,233		14
Amortization of intangibles	30,514		32,179		(1,665)		(5)
Acquisition and integration charges	640		1,560		(920)		(59)
Operating income	225,412		124,718		100,694		81
Interest expense, net	(26,149)		(26,349)		(200)		(1)


Other income (expense), net	15,490		(1,515)		17,005		nm
Less: Provision for income taxes	50,653		21,757		28,896		133
Net income	$	164,100	$	75,097	$	89,003	119	%
nm = not meaningful

Total revenues for the three months ended March 31, ~~2020~~2021 were ~~$1.0~~$1.1 billion, an increase of ~~$48.4~~$85.1 million, or 5%8% compared to the same period in ~~2019~~2020 on a reported basis and 6% excluding the foreign currency impact. Refer to the section of this MD&A below entitled ~~“Segment Results”~~“Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was ~~$341.3~~$334.5 million during the three months ended March 31, ~~2020,~~2021, a decrease of ~~$5.4~~$6.8 million compared to the same period in ~~2019,~~2020, or 2% on a reported basis and 1%4% excluding the foreign currency impact. The decrease in Cost of services and product development was primarily due to ~~cancellations or postponements of conferences during the first quarter of fiscal year 2020 in response to the COVID-19 pandemic, resulting in~~ lower travel and entertainment costs during the quarter as well as the ~~implementation~~continuation of various cost ~~cutting~~avoidance initiatives. ~~These factors were partially offset by higher payroll and benefit related costs due to increased headcount.~~ Cost of services and product development as a percent of revenues was ~~33%~~30% and ~~36%~~33% during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

Selling, general and administrative (“SG&A”) expense was ~~$496.6~~$487.3 million during the three months ended March 31, ~~2020,~~2021, a decrease of ~~$22.1~~$9.4 million compared to the same period in ~~2019,~~2020, or 4%2% on a reported basis and 3%4% excluding the foreign currency impact. The decrease in SG&A expense was primarily due to reduced ~~internal meetings~~conferences related expenses, facilities costs and travel and entertainment costs ~~resulting from~~as well as the ~~COVID-19 pandemic which is~~continuation of various cost avoidance initiatives, partially offset ~~by: (i) more payroll~~by the restoration of some compensation and ~~related~~ benefits ~~costs, which were driven mostly by increased headcount; and (ii) higher facilities costs during~~programs for the three months ended March 31, ~~2020.~~2021. The ~~overall headcount growth included~~number of quota-bearing sales ~~associate increases~~associates in Global Technology Sales decreased 6% to 2,992 and in Global Business Sales increased by 1% to ~~3,196 and 862, respectively, at~~867 compared to March 31, 2020. On a combined basis, the total number of quota-bearing sales associates ~~increased~~decreased by ~~3.6%~~5% when compared to March 31, ~~2019.~~2020. SG&A expense as a percent of revenues was ~~49%~~44% and ~~53%~~49% during the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively.

Depreciation increased by 14% during the three months ended March 31, ~~2020~~2021, compared to the same period in ~~2019. This~~2020. The increase for the three months endedMarch 31, 2021 was due to additional investments, including new leasehold improvements as additional office space went into service, ~~and~~and capitalized software.

Amortization of intangibles decreased by 4%5% during the three months ended March 31, ~~2020~~2021, compared to the same period in ~~2019~~2020 due to certain intangible assets that became fully amortized in ~~2019.~~2020.

Acquisition and integration charges ~~declined~~decreased by ~~$1.2~~$0.9 million during the three months ended March 31, ~~2020~~2021, compared to the same period in ~~2019. This decrease was the result of the decline in the number of acquisitions completed by the Company during fiscal years 2018 and 2019.~~2020.

Operating income was ~~$124.7~~$225.4 million and ~~$48.8~~$124.7 million during the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively. The increase in operating income ~~reflects several factors, including (i) higher~~was due to increased revenue, ~~primarily~~ in ~~our research segment~~addition to reduced Costs of services and ~~(ii) reduced Cost of Services~~product development and SG&A ~~charges, which were partially offset by higher Depreciation.~~expenses.

Interest expense, net ~~increased~~decreased by ~~$1.5~~$0.2 million during the three months ended March 31, ~~2020~~2021, compared to the same period in ~~2019.~~2020. The ~~increase~~decrease was primarily due to a reduction in outstanding debt, partially offset by higher weighted average annual effective rates, ~~related to the replacement~~as a result of ~~expired~~ interest ~~rate swaps with interest rate swaps with higher effective interest rates in late 2019.~~

Loss from divested operations of $2.1 million during the three months ended March 31, 2019 was primarily due to adjustments of certain working capital balances resulting from the Company's 2018 business unit divestitures.expense on our de-designated swaps.

Other ~~expense,~~income (expense), net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. During 2021, Other (expense) income, net also included a $15.8 million gain on de-designated interest rate swaps.

The provision for income taxes for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 was an expense of ~~$21.8~~$50.7 million and ~~$0.3~~$21.8 million, respectively. The effective income tax rate was ~~22.5%~~an expense of 23.6% and ~~1.2%~~22.5% for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The quarter-over-quarter increase in the effective income tax rate was primarily due to the shifts in estimated geographical mix of earnings as well as the relative impact of tax benefits from stock-based compensation. These benefits, approximately $5.9 million and $7.2 million for the first three months of 2020 and 2019 respectively, had less of an impact in reducing the effective tax rate for the period in 2020 on pretax income of $96.9 million as compared to the same period in 2019 on pretax income of $21.1 million. In April 2020, the Company completed an intercompany sale of certain intellectual property that it expects will have a material favorable tax impact on the second quarter 2020 financial results. The Company's intellectual property footprint continues to evolve and this may result in tax rate volatility in the future.

Net income for the three months ended March 31, 2021 and 2020 was $164.1 million and $75.1 million, ~~and $20.8 million~~respectively. Our diluted net income per share during the three months ended March 31, ~~2020 and 2019, respectively. Additionally, our diluted net income per share~~2021 increased by ~~$0.60 during the three months ended March 31, 2020~~$1.01 compared to the same period in ~~2019. These quarter-over-quarter changes reflect~~2020. The increase in net income during the three months ended March 31, 2021 was primarily the result of increased revenues, reduced operating expenses and the gain from de-designated interest rate swaps, partially offset by an increase in ~~our 2020 operating income, partially offset by a higher effective~~ income tax ~~rate in 2020 compared to 2019.~~expense.

SEGMENT RESULTS

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

Reportable Segments

The Company’s reportable segments are as follows:

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

Research


		As Of And For The Three Months Ended March 31, 2020			As Of And For The Three Months Ended March 31, 2019			Increase (Decrease)		Percentage Increase (Decrease)			As Of And For The Three Months Ended March 31, 2021			As Of And For The Three Months Ended March 31, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:	Financial Measurements:											Financial Measurements:
Revenues (1)	Revenues (1)	$	909,291		$	825,374		$	83,917	10	%	Revenues (1)	$	979,732		$	909,291		$	70,441	8	%
Gross contribution (1)	Gross contribution (1)	$	653,469		$	575,168		$	78,301	14	%	Gross contribution (1)	$	724,372		$	653,469		$	70,903	11	%
Gross contribution margin	Gross contribution margin	72		%	70		%	2 points		—		Gross contribution margin	74		%	72		%	2 points		—
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)	$	2,815,000		$	2,534,000		$	281,000	11	%	Contract value (1), (3)	$	2,991,000		$	2,862,000		$	129,000	5	%
Client retention	Client retention	82		%	82		%	—		—		Client retention	83		%	82		%	1 point		—
Wallet retention	Wallet retention	104		%	105		%	(1) point		—		Wallet retention	98		%	104		%	(6) points		—
Global Business Sales (2):	Global Business Sales (2):											Global Business Sales (2):
Contract value (1), (3)	Contract value (1), (3)	$	646,000		$	596,000		$	50,000	8	%	Contract value (1), (3)	$	731,000		$	655,000		$	76,000	12	%
Client retention	Client retention	83		%	81		%	2 points		—		Client retention	84		%	83		%	1 point		—
Wallet retention	Wallet retention	101		%	94		%	7 points		—		Wallet retention	105		%	101		%	4 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 March 31, ~~2019~~2020 have been calculated using the same foreign currency rates as ~~2020.~~2021.

Research revenues increased by ~~$83.9~~$70.4 million during the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019,~~2020, or ~~10%~~8% on a reported basis and ~~11%~~5% excluding the foreign currency impact. The segment gross contribution margin was ~~72%~~74% and ~~70%~~72% during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The increase in revenues during ~~2020~~2021 was primarily due to the same factors driving the trend in our Research contract value, which are discussed below. The improvement in margin of 2 points for the three months ended March 31, 2021 compared to prior year was primarily due to ~~headcount growing at a slower pace than~~ the ~~corresponding~~growth in revenue and a decline in travel and entertainment expenses due to COVID-19 travel restrictions.

Total contract value increased to ~~$3.5~~$3.7 billion at March 31, ~~2020,~~2021, or ~~11%~~6% compared to March 31, ~~2019~~2020 on a foreign ~~exchange~~currency neutral basis. ~~Total~~Global Technology Sales (“GTS”) contract value increased by 5% at March 31, ~~2020 increased by double-digits across more than half of the Company’s client sizes and nearly half of its industry segments~~2021 when compared to March 31, ~~2019. Global Technology Sales ("GTS") contract value increased by 11% at March 31, 2020 when compared to March 31, 2019.~~2020. The increase in GTS contract value was primarily due to ~~increased spending by~~new business from new and existing clients. Global Business Sales ~~("GBS"~~(“GBS”) contract value increased by 8%12% year-over-year, ,also primarily driven by ~~the combined effect of improved retention and~~ new business ~~with a large portion of the~~from new ~~business coming from newly launched products.~~and existing clients.

GTS client retention was 83% and 82% as of March 31, ~~2020~~2021 and ~~2019, while wallet retention was 104% and 105%, respectively. GBS client retention was 83% and 81% as of March 31,~~ 2020, ~~and 2019,~~ respectively, while wallet retention was ~~101%~~98% and ~~94%~~104%, respectively. The decrease in GTS wallet retention was primarily due to decreased spending by enterprises that were clients a year ago. GBS client retention was 84% and 83% as of March 31, 2021 and 2020, respectively, while wallet retention was 105% and 101%, respectively. The increase in GBS wallet retention was largely due to increased spending by existing clients. The number of GTS client enterprises ~~remained relatively flat~~increased by 3% when compared to prior year, while GBS client enterprises declined by 4%6% at March 31, ~~2020~~2021 when compared to March 31, ~~2019.~~2020.

~~Conferences~~

As Of And For The Three Months Ended March 31, 2020 As Of And For The Three Months Ended March 31, 2019 Increase
(Decrease) Percentage
Increase
(Decrease)
Financial Measurements:
Revenues (1) $ 13,870 $ 51,932 $ (38,062) (73) %
Gross contribution (1) $ (6,060) $ 18,876 $ (24,936) (132) %
Gross contribution margin (44) % 36 % (80) points —
Business Measurements:
Number of destination conferences (2) 5 12 (7) (58) %
Number of destination conferences attendees (2) 3,364 11,530 (8,166) (71) %

Conferences


	As Of And For The Three Months Ended March 31, 2021			As Of And For The Three Months Ended March 31, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:
Revenues (1)	$	24,802		$	13,870		$	10,932	79	%
Gross contribution (1)	$	13,896		$	(6,060)		$	19,956	nm
Gross contribution margin	56		%	(44)		%	nm		—
Business Measurements:
Number of destination conferences (2)	5			5			—		—	%
Number of destination conferences attendees (2)	5,382			3,364			2,018		60	%

nm = not meaningful

(1)Dollars in thousands.

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

In response to the COVID-19 pandemic, we cancelled all in-person conferences from March 2020 through at least August 2021, and pivoted to producing virtual conferences with a focus on maximizing the value we deliver to our clients. We held five virtual conferences during the three months ended March 31, 2021, and plan on holding 18 virtual conferences through August 2021. Operationally, we are planning to resume in-person conferences starting in September 2021. We began holding virtual Evanta conferences during the second quarter of 2020. Conferences revenues ~~decreased~~ increased by ~~$38.1~~$10.9 million during the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019,~~2020, or ~~73%~~79% on a reported basis and 68% excluding the foreign currency impact. ~~Revenues from both attendees and exhibitors at our destination conferences, as well as~~The increase in revenues ~~from our single day, local meetings, decreased by double-digits during the first quarter of 2020 compared~~was primarily due to the ~~same period in 2019. We held 5 destination conferences~~use of ticket entitlements which we extended from 2020 due to the pandemic. Gross contribution increased to $13.9 million during the three months ended March 31, 2020 and due to the outbreak of COVID-19, we cancelled or postponed 6 destination conferences scheduled for the first quarter of 2020. As such, the number of attendees decreased 71% and the number of exhibitors decreased 79% when2021 compared to ~~the same period in 2019, while the average revenue per attendee and the average revenue per exhibitor decreased by 45%and 51%, respectively. The impact~~a loss of ~~COVID-19 cancellations resulted in the segment gross contribution margin declining to (44)% compared to 36%~~$6.1 million in the same period last year.

~~Consulting~~

3031

As Of And For The Three Months Ended March 31, 2020 As Of And For The Three Months Ended March 31, 2019 Increase
(Decrease) Percentage
Increase
(Decrease)
Financial Measurements:
Revenues (1) $ 95,730 $ 93,138 $ 2,592 3 %
Gross contribution (1) $ 29,382 $ 28,718 $ 664 2 %
Gross contribution margin 31 % 31 % — —
Business Measurements:
Backlog (1), (2) $ 109,800 $ 108,400 $ 1,400 1 %
Billable headcount 808 739 69 9 %
Consultant utilization 62 % 69 % (7) points —
Average annualized revenue per billable headcount (1) $ 367 $ 401 $ (34) (8) %
Consulting


	As Of And For The Three Months Ended March 31, 2021			As Of And For The Three Months Ended March 31, 2020			Increase (Decrease)		Percentage Increase (Decrease)
Financial Measurements:
Revenues (1)	$	99,504		$	95,730		$	3,774	4	%
Gross contribution (1)	$	39,098		$	29,382		$	9,716	33	%
Gross contribution margin	39		%	31		%	8 points		—
Business Measurements:
Backlog (1), (2)	$	116,500		$	113,100		$	3,400	3	%
Billable headcount	744			808			(64)		(8)	%
Consultant utilization	68		%	62		%	6 points		—
Average annualized revenue per billable headcount (1)	$	387		$	367		$	20	5	%

(1)Dollars in thousands.

(2)Backlog is on a foreign exchange neutral basis. Backlog as of March 31, ~~2019~~2020 has been calculated using the same foreign currency rates as ~~2020.~~2021.

Consulting revenues increased 3%4% during the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019~~2020 on a reported basis and 4%were flat excluding the foreign currency impact, with a revenue ~~improvements~~increase in labor-based ~~core~~ consulting of 4%, and an increase in contract optimization of ~~3% and 1%~~6%, ~~respectively,~~each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the first quarter of ~~2020~~2021 may not be indicative of results for the remainder of ~~2020~~2021 or beyond. The segment gross contribution margin was 39% and31% for the three months ended March 31, 2021 and 2020, ~~and 2019.~~respectively. The ~~flat~~increase in gross contribution margin during the first quarter of ~~2020~~2021 was primarily due to anthe increase in ~~labor-based consulting and contract optimization~~ revenue, ~~billing rate increases, improvements in our labor-based consulting margins and~~as well as benefits derived from certain cost-reduction initiatives ~~offset~~implemented in 2020, including a decline in travel and entertainment expenses due to COVID-19 travel restrictions. Consultant utilization increased by ~~increased personnel costs and commissions.Consultant utilization decreased by 7~~6 points during the three months ended March 31, ~~2020~~2021 compared to the same period in ~~2019~~2020 due to a ~~significant increase~~reduction in billable headcount.

Backlog ~~increased~~increased by ~~$1.4~~$3.4 million, or 1%3%, from March 31, ~~2019~~2020 to March 31, ~~2020.~~2021 on a foreign currency neutral basis. The ~~$109.8~~$116.5 million of backlog at March 31, ~~2020~~2021 represented approximately four months of backlog, which is in line with the ~~Company's~~Company’s operational target.

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and borrowings. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the ~~Company's~~Company’s outstanding debt obligations. At March 31, ~~2020,~~2021, we had ~~$227.9~~$446.0 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our ~~2016~~2020 Credit Agreement. On April 1, 2020, we drew down an additional $300 million under the revolving credit facility to increase our cash position and preserve financial flexibility in light of current uncertainty in the global markets. We believe that the Company has adequate liquidity to meet its currently anticipated ~~needs. As a cautionary measure, we have elected to suspend our share repurchase activity.~~needs for at least the next twelve months.

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

Our cash and cash equivalents are held in numerous locations throughout the world with ~~66%~~73% held overseas at March 31, ~~2020. The Company intends~~2021. We intend to reinvest substantially all of ~~its~~our accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax. As a result of the U.S. Tax Cuts and Jobs Act of 2017, we believe that the income tax impact if such earnings were repatriated would be minimal.

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


		Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		Increase (Decrease)			Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Increase (Decrease)
Cash provided by operating activities	Cash provided by operating activities	$	55,749	$	35,596	$	20,153	Cash provided by operating activities	$	157,298	$	55,749	$	101,549
Cash used in investing activities	Cash used in investing activities	(24,536)		(22,355)		(2,181)		Cash used in investing activities	(12,521)		(24,536)		12,015
Cash used in financing activities	Cash used in financing activities	(68,490)		(23,438)		(45,052)		Cash used in financing activities	(403,220)		(68,490)		(334,730)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(37,277)		(10,197)		(27,080)		Net decrease in cash and cash equivalents	(258,443)		(37,277)		(221,166)
Effects of exchange rates	Effects of exchange rates	(15,709)		804		(16,513)		Effects of exchange rates	(8,145)		(15,709)		7,564
Beginning cash and cash equivalents	Beginning cash and cash equivalents	280,836		158,663		122,173		Beginning cash and cash equivalents	712,583		280,836		431,747
Ending cash and cash equivalents	Ending cash and cash equivalents	$	227,850	$	149,270	$	78,580	Ending cash and cash equivalents	$	445,995	$	227,850	$	218,145

Operating

Cash provided by operating activities was ~~$55.7~~$157.3 million and ~~$35.6~~$55.7 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The year-over-year increase was primarily due to higher ~~net~~pre-tax income in the ~~2020~~2021 period and an increase in deferred revenues resulting from increased bookings in Research, partially offset by higher bonus payments made in ~~2020~~2021 related to ~~2019.~~2020.

Investing

Cash used in investing activities was ~~$24.5~~$12.5 million and ~~$22.4~~$24.5 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The cash used in both periods was ~~primarily~~ for capital expenditures. The decrease from 2020 to 2021 was the result of reduced capital spending in response to the COVID-19 pandemic.

Financing

Cash used in financing activities was ~~$68.5~~$403.2 million and ~~$23.4~~$68.5 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. During the 2021 period, we repaid a net $5.0 million on our revolving credit facility under the 2020 ~~period, the Company~~Credit Agreement, paid a net $5.1 million in debt principal repayments and used ~~$73.2~~$398.5 million of cash for share repurchases. During the ~~2019~~2020 period, the Company borrowed ~~$35~~a net $27.0 million on our then existing revolving credit facility, paid ~~$18.7~~a net $28.0 million in debt principal repayments and paid ~~$44.8~~$73.2 million for share repurchases.

3233

Debt

As of March 31, ~~2020,~~2021, the Company had ~~$2.2~~$2.0 billion of principal amount of debt outstanding, of which ~~$111.8~~$15.4 million is to be repaid in the remainder of fiscal ~~2020.~~year 2021. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the ~~Company's~~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.

We have a credit facility that currently provides a $1.5 billion Term loan A facility and a $1.2 billion revolving credit facility. The 2016 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial maintenance covenants that apply a maximum consolidated leverage ratio, a maximum consolidated secured leverage ratio and a minimum consolidated interest expense ratio.

~~Our financial covenants as of March 31, 2020 are summarized in the table below:~~

As of
Covenants* : Maximum/Minimum* March 31, 2020
Consolidated Leverage Ratio < 4.50 3.07
Consolidated Secured Leverage Ratio < 3.50 1.96
Consolidated Interest Expense Ratio ≥ 3.25 7.40

*- metrics as defined in the 2016 Credit Agreement

On May 6, 2020, the 2016 Credit Agreement was amended with the consent of the required lenders to, among other things, modify certain financial maintenance covenants to provide additional flexibility to Gartner through December 31, 2021. The amendment increases the maximum consolidated leverage ratio to 5.00 to 1.00 and maximum consolidated secured leverage ratio to 3.75 to 1.00 (each as determined in accordance with the 2016 Credit Agreement), in each case for fiscal quarters ending on June 30, 2020 through and including December 31, 2021. The amendment only increases the applicable margin for all outstanding Revolving Loans and Tranche A Term Loans (each as defined in the 2016 Credit Agreement) to the extent the consolidated leverage ratio (as determined in accordance with the 2016 Credit Agreement) exceeds 4.50 to 1.00. See Part II, Item 5 for additional information on the amendment to the 2016 Credit Agreement.

We were in full compliance with the covenants noted above as of March 31, 2020 and on the date this Quarterly Report on Form 10-Q is filed. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company's outstanding debt obligations.

OFF BALANCE SHEET ARRANGEMENTS

~~Through~~From January 1, 2021 through March 31, ~~2020,~~2021, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

As of March 31, ~~2020,~~2021, the Company had ~~$2.2~~$2.0 billion in total debt principal outstanding. Note 7 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the ~~Company's~~Company’s outstanding debt obligations.

Approximately ~~$1.4~~$0.4 billion of the ~~Company's~~Company’s total debt outstanding as of March 31, ~~2020~~2021 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contracts, which effectively convert the floating base interest rates on ~~the~~all of our variable rate borrowings to fixed rates. Thus, we are only exposed to base interest rate risk on floating rate borrowings in excess of any amounts that are not hedged. At March 31, 2020, the Company was effectively fully hedged against the base interest rate risk on its floating rate borrowings.

FOREIGN CURRENCY RISK

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

Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At March 31, ~~2020,~~2021, we had ~~$227.9~~$446.0 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on March 31, ~~2020~~2021 could have increased or decreased by approximately ~~$15.0~~$38.7 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 March 31, ~~2020~~2021 had an immaterial net unrealized ~~gain.~~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.

3435

ITEM 4. CONTROLS AND PROCEDURES

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

Management conducted an evaluation, as of March 31, ~~2020,~~2021, of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed under the Exchange Act.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period.

ITEM 1A. RISK FACTORS

~~The following represents a~~There were no material ~~change in our~~changes to the risk factors ~~from those~~ disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2019.~~2020.

The COVID-19 pandemic is having a material adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of our customers, and the duration and extent to which the COVID-19 pandemic will continue to affect our operations, financial performance, results of operations, achievement of strategic objectives, and/or stock price remains uncertain.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected, and is expected to continue to adversely affect, our operations, financial performance and demand for our products and services. It has also adversely affected the operations and financial performance of many of our clients. Additionally, the COVID-19 pandemic has resulted in, and is expected to continue to result in, a substantial curtailment of business activities (including the decrease in demand for a broad variety of products and services both regionally and globally), weakened economic conditions, significant economic uncertainty and volatility in the financial markets.

The COVID-19 pandemic has subjected our operations and financial performance to a number of risks that may have a material adverse impact on our operations and financial condition, including, but not limited to those discussed below:

•Cost-saving measures by our clients, have adversely affected, and could continue to adversely affect, their ability or willingness to attend our conferences, purchase our products or engage our consultants. Such measures could also delay purchasing decisions of potential customers and lengthen payment terms in our contracts or reduce the duration of our subscription contracts and negatively impact retention rates.

•We have temporarily closed Gartner offices (including our corporate headquarters) in the United States, United Kingdom, Europe, parts of Asia and several other impacted locations and implemented travel restrictions. Though many of our employees continue to work remotely, these changes interfere with the normal operation of our business. A loss of our ability to provide on-site consulting services to our customers could delay certain consulting projects or affect prospective clients’ decisions to engage our consultants.

•~~We have cancelled or postponed all in-person conferences through August 2020, and we may deem it advisable to similarly cancel, postpone or otherwise alter additional conferences in the future.~~

•Our management is focused on mitigating the effects of COVID-19 on our business, which has required and will continue to require, a substantial investment of time and may delay other value-added services.

Additionally, we face challenges from evolving factors related to the COVID-19 pandemic that are not within our control, remain uncertain and to which we may not effectively respond. For example, our operations span numerous locations around the world, and many local governments and countries have imposed or may impose various restrictions on our employees, partners and customers’ physical movement to limit the spread of COVID-19. These restrictions are constantly changing, and we cannot predict how long and to what extent they will continue. Moreover, COVID-19 has adversely impacted, and may continue to adversely impact, our subscription-based business model (which accounts for a significant portion of our revenue) by causing clients to decrease new and renewals of subscription-based services and to request to cancel or renegotiate current subscription-based services.~~The effect of COVID-19 on our subscription-based model may not be fully reflected in our results of operations until future periods.~~

Further, the duration and extent of the impact from the COVID-19 pandemic and its impact on our operations and financial performance depend on future developments that cannot currently be accurately predicted, such as: the severity and transmission rate of the virus; the extent and effectiveness of containment actions; the health and well-being of our workforce; the extent and duration of the effect on client spending and the impact of these and other factors on our employees, customers, partners and vendors; the impact on our liquidity; increased volatility and pricing in the capital markets; the effect of the pandemic on the credit-worthiness of our customers; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. The occurrence or continuation of any of the foregoing could have a material adverse effect on our operations or financial performance.

The impact of COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, may also precipitate or exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K, any of which could have a material effect on us. This situation is changing rapidly and additional effects may arise that we are not presently aware of or that we currently do not consider to present significant risks to our operations. If we are not able to respond to and manage the impact of such events effectively, our business and financial condition will be negatively impacted.

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

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

Issuer Purchases of Equity Securities

~~The Company h~~In May 2015, the asCompany’s Board of Directors (the “Board”) authorized a ~~$1.2 billion board authorization~~share repurchase program to repurchase ~~its~~up to $1.2 billion of the Company’s common ~~stock.~~stock. The Board authorized incremental share repurchases of up to an additional $300 million under the program in February 2021, and an additional $500 million in April 2021. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the ~~Company's~~Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended March 31, ~~2020~~2021 pursuant to our ~~$1.2~~$1.5 billion share repurchase authorization and the settlement of stock-based compensation awards.

Period Total
Number of
Shares
Purchased (#) Average
Price Paid
Per Share ($) Total Number of Shares Purchased Under Announced Programs (#) Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs
(in thousands)
January 1, 2020 to January 31, 2020 468 $ 160.96 — $ 715,473
February 1, 2020 to February 29, 2020 405,197 152.62 226,489 681,062
March 1, 2020 to March 31, 2020 12,042 103.70 — $ 681,062
Total for the quarter (1) 417,707 $ 151.22 226,489


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)

January 1, 2021 to January 31, 2021	75,258	$	157.40	75,066	$	567,794
February 1, 2021 to February 28, 2021	940,929	177.95		766,909	729,341
March 1, 2021 to March 31, 2021	1,258,523	183.68		1,252,204	$	499,344
Total for the quarter (1)	2,274,710	$	180.44	2,094,179

(1)The repurchased s~~hares~~shares during the three months ended March 31, ~~2020~~2021 included purchases for both the settlement of ~~stock-based~~stocked-based compensation awards and open market purchases.

~~ITEM 5. OTHER INFORMATION~~

~~On May 6, 2020, the Company entered into an amendment (the “2020 Amendment”) to its 2016 credit agreement.~~

The primary purpose of the 2020 Amendment was to modify certain financial maintenance covenants to provide additional flexibility to Gartner through December 31, 2021. The 2020 Amendment increases the maximum consolidated leverage ratio (as determined in accordance with the 2016 Credit Agreement) that Gartner is permitted to maintain as at the end of the fiscal quarters ended June 30, 2020 through December 31, 2021 to 5.00 to 1.00. The 2020 Amendment also increases the maximum consolidated secured leverage ratio (as determined in accordance with the 2016 Credit Agreement) that Gartner is permitted to maintain as at the end of the fiscal quarters ended June 30, 2020 through December 31, 2021 to 3.75 to 1.00. Both the maximum consolidated leverage ratio and the consolidated secured leverage ratio are calculated as at the end of each fiscal quarter for the period of four consecutive fiscal quarters then ended.

The 2020 Amendment only increases the applicable margin for all outstanding Revolving Loans and Tranche A Term Loans (each as defined in the 2016 Credit Agreement) to the extent the consolidated leverage ratio (as determined in accordance with the 2016 Credit Agreement) exceeds 4.50 to 1.00. Following the 2020 Amendment, the outstanding loans bear interest, at Gartner’s option, at either (i) the greatest of: (x) the Administrative Agent’s prime rate; (y) the rate calculated by the New York Federal Reserve Bank for federal funds transactions plus 1/2 of 1%; and (z) the eurodollar rate (adjusted for statutory reserves) plus 1%, in each case plus a margin equal to between 0.125% and 2.25%, depending on Gartner’s consolidated leverage ratio as of the end of the four consecutive fiscal quarters most recently ended; or (ii) the eurodollar rate (adjusted for statutory reserves) plus a margin equal to between 1.125% and 3.25%, depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended.

The foregoing description of the 2020 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2020 Amendment, which is attached as Exhibit 4.1 to this Quarterly Report on Form 10-Q.

ITEM 6. EXHIBITS


EXHIBIT NUMBER	DESCRIPTION OF DOCUMENT

~~3.1(1)~~	~~By-laws of Gartner, Inc. (January 30, 2020).~~

~~4.1~~*	~~Fourth Amendment dated as of May 6, 2020 among the Company, the Lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent.~~

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 ~~- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 February 5, 2020.~~

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:	May ~~7, 2020~~4, 2021	/s/ Craig W. Safian
		Craig W. Safian
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

3938


2020 (remaining nine months)	$	91,192
2021	102,091
2022	92,339
2023	92,323
2024	87,064
Thereafter	399,141
	$	864,150