Gartner

Across every 
business function, 
leaders turn to 
Gartner. 

2018 Annual Report

Dear Shareholders:

Gene Hall
Chief Executive Officer

Craig Safian
Chief Financial Officer

“Leading across a
landscape of ongoing
uncertainty has never
been more challenging.
And the rate of change
continues to accelerate.”

We’re living in accelerated times.

Digital disruption, regulatory change, shifting

customer expectations, cybersecurity risks,

changing socioeconomic trends, geopolitical

risks, macroeconomic dislocations and more.

Leading across a landscape of ongoing uncertainty

has never been more challenging. And the rate

of change continues to accelerate.

To survive — and thrive — in this environment,

leaders across every size enterprise, in every

industry and in every geography, need help.

Those leaders turn to Gartner.

Gartner equips business leaders
for success.

Across all major enterprise functions — including

Information Technology (IT), Human Resources

(HR), Finance, Marketing, Supply Chain, Sales and

Legal — Gartner equips business leaders with

indispensable insights, advice and tools to achieve

their mission-critical priorities and build the

successful organizations of tomorrow. Our

unmatched combination of expert-led, practitioner-

sourced and data-driven research empowers

clients to make the right decisions on issues that

matter most.

Because of our independence and objectivity, we’re

a highly trusted advisor. Our strategic advice and

pragmatic tools — solutions like peer benchmarks,

best-practice case studies and step-by-step

implementation guides — are free from vendor

bias and rooted in the data, analytics and insights

of our objective research.

We have an enormous  
market opportunity.

We estimate our total market opportunity to 

be almost $200 billion. Our contract value (the

annualized amount of revenue under contract

at a point in time) is about $3 billion. This means 

we can grow at double-digit rates for a very 

long time.

We know how to capture that opportunity. 

Over the past decade, we've developed the  

Gartner Formula to drive long-term, sustained,

double-digit growth. The Gartner Formula 

has four elements: 1) Indispensable insights; 

2) Exceptional talent; 3) Sales excellence; and 

4) Enabling infrastructure. For each of these 

elements, we drive globally consistent execution 

of best practices and continuous improvement  

and innovation.

We have an attractive business model, with 

recurring revenue, high renewal rates and strong 

contribution margins. This business model, paired 

with the Gartner Formula, enables us to generate

long-term, sustained, double-digit growth in contract

value, revenue, earnings and free cash flow.

2018 was a strong year. 

addressable market. We continued to have world-

class operational execution and innovation. We made 

progress on our core strategy of establishing leading

market positions in every role across the enterprise.

And we continued to reinvest in our business to drive 

long-term, sustained, double-digit growth. 

We delivered another year of double-
digit contract value growth, led by 
Global Technology Sales.

Global Technology Sales (GTS), serves leaders and

their teams within IT, and represents 80% of our total

contract value. In GTS, contract value accelerated

again in 2018, with 14% growth. We delivered double-

digit growth in every region, across every size

company and in virtually every industry. We drove 

GTS acceleration through three primary factors: 

Consistent execution of proven practices, continued

growth in our sales force and a reduction in the

proportion of open territories. During 2018, we had 

the best level of execution yet of these programs.

We built the foundation for driving 
long-term, sustained, double-digit 
growth in Global Business Sales. 

Global Business Sales (GBS), represents about

20% of our total contract value. The GBS sales 

Throughout 2018, we helped 15,600 enterprise

organization supports all the enterprise functions

clients in more than 100 countries with their mission-

beyond IT. This includes Supply Chain and Marketing,

critical priorities. We provided great jobs to over 

which we’ve addressed for several years, as well as

15,000 associates around the world. And we delivered 

other major enterprise roles including HR, Finance,

market-beating returns for our shareholders.

Legal, Sales and more. Each of these roles has the 

We divested several noncore businesses to focus

same need for our insight and advice as does IT.

on our enormous growth opportunity and used 

Our objective in 2018 was to apply the Gartner

proceeds to significantly reduce debt. 

Formula to build the initial foundation for driving

By consistently applying the Gartner Formula across

our business, we increased our penetration of the 

sustained, double-digit growth. 

During the year, we launched new products,

Gartner Research is the core of our unrivaled client 

modeled on the products in our Technology, 

value proposition, providing subscription, cloud-

Supply Chain and Marketing businesses, and

based, on-demand, indispensable research and 

they’ve been very successful. They provide 

advisory services. These services equip senior 

greater value because they’re tailored to our 

leaders and their teams across all enterprise 

clients’ individual needs. As a result, we believe

functions to address their mission-critical priorities.

these products will deliver sustained growth

We deliver incredible insights at a price that's

compared to the legacy products. 

extremely low relative to the value. There is no other 

During 2018, we began equipping the GBS sales 

force with our proven best practice training, tools 

and processes. We also grew sales capacity 23%

during the year. Entering 2019, the GBS sales force 

place that our clients can get such valuable

research on demand and at a very modest cost.

This is why our clients stay with us, renew at high 

rates and spend more with us year after year.

has more tenure and is farther along the learning and 

The Research segment closed another double-digit 

productivity curve. We have a higher mix of newer 

growth year with adjusted revenue of $3.1 billion, an 

products, which have greater retention, a full year

increase of 12% year over year, excluding the impact

of proven retention programs in place and a larger,

of foreign exchange. We closed 2018 with contract

more tenured sales force. This is our path to 

value of $3.2 billion, an increase of 11% year over year,

long-term, sustained, double-digit growth in GBS.

excluding the impact of foreign exchange.

Our consolidated results  
were strong. 

Gartner Conferences, formerly known as Gartner

Events, delivers incredible insights to our attendees

while building our brand and making a profit. 

For the full year 2018, including the contribution from

This segment represents about 11% of our business.

acquisitions, but excluding divested operations,

We combine the outstanding value of our research 

we generated $3.9 billion of total revenue and $687 

and advice with unparalleled peer networking 

million of adjusted EBITDA, representing year-over-

and the magic of live events to create the most 

year growth of 12% and 9% respectively, excluding

important annual gatherings for the executives we 

the impact of foreign exchange. Diluted earnings per 

serve. The Conferences segment had its best year 

share, excluding acquisition and other adjustments

yet, with revenue up more than 19% and exceeding

and the divestitures, was $3.63 in 2018, and free 

$400 million. 

cash flow was $468 million.

We had very good performance 
across our business segments.

Gartner Consulting, which serves as an extension

of Gartner Research for Chief Information Officers

and their teams, makes up about 9% of our business. 

Gartner Consulting provides a deeper level of 

Gartner Research, our largest and most profitable 

involvement through extended, project-based work.

segment, represents about 80% of our revenue. 

Across 2018, we evolved our Consulting strategy

1 Reconciliations of all non-GAAP financial measures used in this 
letter to the most directly comparable GAAP measures are available on 
https://investor.gartner.com.

“ 2018 was a great year 
for Gartner. We had 
strong operating results, 
divested noncore 
businesses, built the 
foundation for growth 
in Global Business Sales 
and invested to drive 
future growth.”

to further improve execution and deliver more value

to clients while driving greater growth. During 2018,

we generated adjusted revenue of $354 million, an 

increase of 8% year over year, excluding the impact 

long-term, double-digit growth, we use our free 

cash flow and available balance sheet flexibility 

to return capital to our shareholders through our 

share buyback programs and for strategic, value-

generating, tuck-in acquisitions. During 2018,

we reduced our gross debt from $3.3 billion to  

$2.3 billion.

Gartner is a growth company.

2018 was a great year for Gartner. We had strong

operating results, divested noncore businesses,

built the foundation for growth in Global Business 

Sales and invested to drive future growth.

Gartner’s attractive business model, with

recurring revenue, high renewal rates and strong 

contribution margins, enables us to generate 

long-term, sustained, double-digit growth in

contract value, revenue, earnings and free 

cash flow. 

of foreign exchange, and we closed the year with

Over the medium term, our objective is double-

$111 million of backlog (a leading indicator of future

digit growth in revenue and adjusted EBITDA. And

growth for Consulting) — a 16% improvement from

because of our low capital intensity and upfront 

the prior year.

billing, we expect to grow free cash flow at double-

In 2018, we divested all of the businesses that 

digit rates.

comprised the Other Segment (previously named 

We remain excited about our business, our 

Talent Assessment and Other). These businesses 

prospects for growth and our strategy to create 

were noncore, and the divestitures enable us to 

value for our shareholders over the long term. 

focus on driving growth in our Research business.

We continue to focus on prudent 
capital allocation.

Our capital deployment strategy has been 

consistent over time. After ensuring that we have

appropriately invested in our business to sustain

On behalf of everyone at Gartner, we thank you

for your support.

Gene Hall
Chief Executive Officer

Craig Safian
Chief Financial Officer

The Numbers: Highlights

Segment Revenue 20181
($ in millions)

Total Contract Value 
($ in millions)

$410 
Conferences
$354 
Consulting

$3,106 
Research

1 Excludes the company’s Other segment, whose 
operations were divested during 2018.

$3,500

$3,000

$2,500

$2,000

$1,500

$1,000

$500

$0

$3,164

$2,770

$1,930

$1,768

$1,606

’14

’15

’16

’17

’18

Comparison of Five-Year Cumulative Total Return*
Among Gartner, Inc., the S&P 500 Index and the Dow Jones US Business Support Services Index

$200

$180

$160

$140

$120

$100

$80

$60

$40

$20

$0

12/13

12/14

12/15

12/16

12/17

12/18

Gartner, Inc.

Dow Jones US Business Support Services

S&P 500

The graph matches the cumulative 

five-year total return of holders

(including reinvestment of dividends)

of Gartner, Inc.’s common stock with 

the cumulative total returns of the 

S&P 500 index and the Dow Jones 

US Business Support Services index.

*$100 invested on 12/31/13 in stock or index, 
including reinvestment of dividends. Fiscal year 
ending December 31.

Copyright© 2019 Standard & Poor's, a division of 
S&P Global. All rights reserved.

Copyright© 2019 S&P Dow Jones Indices LLC, a 
division of S&P Global. All rights reserved.

(In thousands, except income per share, employees and
research client enterprises)

Year ended December 31, 

2018

20171

2016

2015

2014

Statement of Operations Data

Total revenues

Net income2

$ 3,975,454 $

3,311,494 $

2,444,550 $ 2,163,056 $

2,021,441

122,456

3,279

193,582

175,635

183,766

Diluted income per common share2

$

1.33 $

0.04 $

2.31 $

2.06 $

2.03

Weighted average shares outstanding (diluted)

Common shares outstanding at year-end

92,122

89,702

89,790

90,823

83,820

85,056

82,651

82,338 

90,719

87,521

Cash Flow Data

Operating cash flows

Balance Sheet Data

$

471,158 $

254,517 $

365,632 $

345,561 $

346,779

2018

20171

2016

2015

2014

As of December 31,

Cash and cash equivalents

$

156,368 $

538,908 $

474,233 $

372,976 $

365,302

Current assets

Total assets

Current liabilities

1,811,739

2,588,608

1,343,196

1,140,997

1,096,658

6,201,474

7,283,173

2,367,335

2,168,517

1,904,351

2,620,935

2,822,585

1,460,249

1,323,492

1,215,218

Total debt principal outstanding

2,312,092

3,323,062

702,500

825,000

405,000

Total liabilities

5,350,717

6,299,708

2,306,457

2,300,917

1,743,180

Stockholders’ equity (deficit)

$

850,757 $

983,465 $

60,878 $ (132,400) $

161,171

Statistical data

Total contract value

$ 3,164,000 $

2,770,000 $

1,930,000 $ 1,768,000 $ 1,606,000

Research client enterprises    

15,600

12,000+

11,122

10,796

9,958

Consulting backlog

Employees

$

110,700 $

95,200 $

88,600 $

100,800 $

83,609

15,173

15,131

8,813

7,834

6,758

1 Gartner acquired CEB, Inc. on April 5, 2017. The results are included beginning on that date.
2 A tax benefit of $59.6 million related to the Tax Cuts and Jobs Act of 2017 is included in the 2017 results.

 
Investor Relations

As a Gartner shareholder,  
you’re invited to take 
advantage of shareholder 
services or to request 
more information  
about Gartner.

Account Questions
Our transfer agent can help you with a variety of
shareholder-related services, including:

• Account information
• Transfer instructions
• Change of address

• Lost certificates
• Direct share registration

You can call our transfer agent at:

1 800 937 5449 (toll-free; U.S. shareholders only)
+1 718 921 8124 (non-U.S. shareholders)

You can also write our transfer agent and registrar at:
American Stock Transfer & Trust Company, LLC
Shareholder Relations
6201 15th Avenue 
Brooklyn, NY 11219  
USA
help@astfinancial.com

Shareholders of record who receive more than one 
copy of this annual report can contact our transfer 
agent and arrange to have their accounts consolidated.
Shareholders who own Gartner stock through a 
brokerage firm can contact their broker to request
consolidation of their accounts.

Contact Information
To contact Gartner Investor Relations, call +1 203 316 6537. 
We can be contacted during U.S. East Coast business 
hours to answer investment-oriented questions 
about Gartner.

In addition, you can write us at:

Gartner Investor Relations
56 Top Gallant Road
P.O. Box 10212
Stamford, CT 06904-2212
USA

Or send us an email at investor.relations@gartner.com. 
To get financial information online, visit 
investor.gartner.com.

Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
New York, NY 10154  
USA

April 16, 2019

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., you are invited to attend our 2019
Annual Meeting of Stockholders to be held on Thursday, May 30, 2019, at 10 a.m. local time, at our
corporate headquarters at 56 Top Gallant Road, Stamford, Connecticut.

Details of the business to be conducted at the meeting are given in the Notice of Annual Meeting of
Stockholders and Proxy Statement which follow this letter. The 2018 Annual Report to Stockholders is
also included with these materials.

We have mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials (the
“Notice”) containing instructions on how to access our 2019 Proxy Statement and our 2018 Annual
Report to Stockholders, and how to vote online on the three management Proposals put before you this
year. The Notice also includes instructions on how to request a paper or email copy of the proxy
materials, including the Notice of Annual Meeting, Proxy Statement and Annual Report, and proxy card
or voting instruction card. Stockholders who previously either requested paper copies of the proxy
materials or elected to receive the proxy materials electronically did not receive a Notice, and will
receive the proxy materials in the format requested.

In addition, by following the e-consent instructions in the proxy card, stockholders may go paperless in
future solicitations and request proxy materials electronically by email on an ongoing basis.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to review
the proxy materials and vote your shares, regardless of the number of shares you hold, as soon as
possible. You may vote by proxy over the internet or by telephone using the instructions provided in the
Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by
following the instructions on the proxy card or voting instruction card. Instructions regarding the three
methods of voting are contained in the Notice, proxy card or voting instruction card.

If you have any questions about the meeting, please contact our Investor Relations Department at
(203) 316-6537.

Sincerely,

Eugene A. Hall
Chief Executive Officer

2019 Proxy Statement |

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date:

Time:

Location:

Thursday, May 30, 2019

10:00 a.m. local time

56 Top Gallant Road

Stamford, Connecticut 06902

Matters To Be Voted On:

(1) Election of ten members of our Board of Directors;

(2) Approval, on an advisory basis, of

the compensation of our named

executive officers; and

(3) Ratification of the appointment of KPMG LLP as our independent registered

public accounting firm for 2019.

Record Date:

April 5, 2019 – You are eligible to vote if you were a stockholder of record on this
date.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to
Be Held on May 30, 2019: We are making this Notice of Annual Meeting, this Proxy Statement and our
2018 Annual Report available on the Internet at www.proxyvote.com and mailing copies of these Proxy
Materials to certain stockholders on or about April 16, 2019. Stockholders of record at the close of
business on April 5, 2019 are entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,

Jules Kaufman
Corporate Secretary

Stamford, Connecticut
April 16, 2019

2019 Proxy Statement |

GENERAL INFORMATION

COMPENSATION TABLES AND NARRATIVE

TABLE OF CONTENTS

The Annual Meeting and Proposals . . . . . . . . . .
Information Concerning Proxy Materials and the
Voting of Proxies . . . . . . . . . . . . . . . . . . . . . . .

1

1

THE BOARD OF DIRECTORS

General Information About Our Board of

6
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Majority Vote Standard . . . . . . . . . . . . . . . . . . . .
Compensation of Directors . . . . . . . . . . . . . . . . .
9
Director Compensation Table . . . . . . . . . . . . . . . 10
Director Stock Ownership and Holding Period

Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

CORPORATE GOVERNANCE

Board Principles and Practices . . . . . . . . . . . . . . 12
Director Independence . . . . . . . . . . . . . . . . . . . . . 12
Board Leadership Structure . . . . . . . . . . . . . . . . . 13
. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Risk Oversight
Board and Committee Meetings and Annual

Meeting Attendance . . . . . . . . . . . . . . . . . . . . . 14
Committees Generally and Charters . . . . . . . . . . 14
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Compensation Committee . . . . . . . . . . . . . . . . . . 15
Governance/Nominating Committee . . . . . . . . . . 16
Code of Ethics and Code of Conduct . . . . . . . . . 17

PROPOSAL ONE: ELECTION OF DIRECTORS

Nominees for Election to the Board of

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

EXECUTIVE OFFICERS

General Information About Our Current

Executive Officers . . . . . . . . . . . . . . . . . . . . . . 19

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary . . . . . . . . . . . . . . . . . . . . . . . 21
Compensation Setting Process for 2018 . . . . . . 24
Other Compensation Policies and

Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Executive Stock Ownership and Holding

Period Guidelines . . . . . . . . . . . . . . . . . . . . . 33
Clawback Policy . . . . . . . . . . . . . . . . . . . . . . . . 33
Hedging and Pledging Policies . . . . . . . . . . . . 33
Accounting and Tax Impact . . . . . . . . . . . . . . . 34
Grant of Equity Awards . . . . . . . . . . . . . . . . . . 34
Compensation Committee Report . . . . . . . . . . . . 35

DISCLOSURES

Summary Compensation Table . . . . . . . . . . . . . . 36
Other Compensation Table . . . . . . . . . . . . . . . . . 37
Grants of Plan-Based Awards Table . . . . . . . . . . 38
Certain Employment Agreements With

Executive Officers . . . . . . . . . . . . . . . . . . . . . . 39

Potential Payments Upon Termination or

Change in Control

. . . . . . . . . . . . . . . . . . . . . . 42

Outstanding Equity Awards at Fiscal Year-End

Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Option Exercises and Stock Vested Table . . . . . 46
Non-Qualified Deferred Compensation Table . . 46
Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Equity Compensation Plan Information . . . . . . . 48

PROPOSAL TWO: APPROVAL, ON AN

ADVISORY BASIS, OF THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS . . . . 49

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE . . . . . . . . . . . . . . . 52

TRANSACTIONS WITH RELATED

PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

PROPOSAL THREE: RATIFICATION OF
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING
FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Principal Accountant Fees and Services . . . . . . 53
Audit Committee Report . . . . . . . . . . . . . . . . . . . . 54

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . 55

Stockholder Communications . . . . . . . . . . . . . . . 55
Available Information . . . . . . . . . . . . . . . . . . . . . . 55
Process for Submission of Stockholder

Proposals for our 2020 Annual Meeting . . . . . 55
Annual Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

2019 Proxy Statement |

56 Top Gallant Road
Stamford, Connecticut 06904

PROXY STATEMENT

For the Annual Meeting of Stockholders to be held on May 30, 2019

GENERAL INFORMATION

The Annual Meeting and Proposals

time,

for the purposes set

The 2019 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, May 30, 2019, at 10:00 a.m.
local
forth in the accompanying Notice of Annual Meeting of Stockholders and
described in greater detail below. This Proxy Statement and form of proxy, together with our 2018 Annual Report
to Stockholders, are being furnished in connection with the solicitation by the Board of Directors of proxies to be
used at the meeting and any adjournment of the meeting, and are first being made available to our stockholders
on or around April 16, 2019. We will refer to your company in this Proxy Statement as “we”, “us”, the “Company”
or “Gartner.” The three proposals to be considered and acted upon at the Annual Meeting, which are described in
more detail in this Proxy Statement, are:

•
•
•

Election of ten (10) nominees to our Board of Directors;
Approval, on an advisory basis, of the compensation of our named executive officers; and
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the
2019 fiscal year.

Management does not intend to present any other items of business and is not aware of any matters other than
those set forth in this Proxy Statement for action at the 2019 Annual Meeting of Stockholders. However, if any
other matters properly come before the Annual Meeting, the persons designated by the Company as proxies may
vote the shares of Common Stock they represent in their discretion.

Information Concerning Proxy Materials and the Voting of Proxies

Why is it Important to Vote?
Voting your shares is important to ensure that you have a say in the governance of the Company. Additionally,
repeated failure to vote may subject your shares to risk of escheatment. Please review the proxy materials and
follow the relevant instructions to vote your shares. We hope you will exercise your rights and fully participate as a
stockholder in the future of Gartner.

Why Did You Receive a Notice Regarding Availability of Proxy Materials?
The Securities and Exchange Commission (“SEC”) rules allow companies to furnish proxy materials to their
stockholders via the Internet. This “e-proxy” process expedites stockholders’ receipt of proxy materials, while
significantly lowering the costs and reducing the environmental impact of our annual meeting. Accordingly, on

2019 Proxy Statement | 1

General Information

April 16, 2019, we mailed to our stockholders (other than those who previously have requested printed proxy
materials) a Notice of Internet Availability of Proxy Materials (the “Notice”). If you received a Notice, you will not
receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to
access our proxy materials for the Annual Meeting on a website, how to request a printed copy of the proxy
materials and how to vote your shares. We will mail printed copies of our proxy materials to those stockholders
who have already elected to receive printed proxy materials.

If Your Shares Are Held in “Street Name,” How Are Your Shares Voted?
If you are the beneficial owner of shares (meaning that your shares are held in the name of a bank, brokerage or
other nominee; i.e., “street name” accounts), you may receive a Notice of Internet Availability of Proxy Materials
from that firm containing instructions you must follow in order for your shares to be voted. Additionally, under
applicable New York Stock Exchange (“NYSE”) rules relating to the discretionary voting of proxies, banks, brokers
and other nominees are not permitted to vote shares with respect to “non-routine” matters, such as the election of
directors and the say on pay proposal presented this year without instructions from the beneficial owner, except
they are able to vote without instructions on “routine” matters, such as the ratification of the appointment of an
independent registered public accounting firm. Therefore, beneficial holders are advised that, if they do not timely
provide instructions to their bank, broker or other nominee, their shares will not be voted in connection with
Proposals One and Two, but may be voted in connection with Proposal Three. Generally, broker non-votes occur
on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner
and instructions are not given.

If You Are the Holder of Record of Your Shares, How Are Your Shares Voted?
If you are the holder of record of your shares, you will either receive a Notice or printed proxy materials if you
have already elected to receive printed materials. The Notice will contain instructions you must follow to vote your
shares. If you received proxy materials in paper form, the materials include a proxy card instructing the holder of
record how to vote the shares.

How Can You Get Electronic Access to Proxy Materials?
The Notice provides instructions regarding how to view our proxy materials for the Annual Meeting online.
Additionally, materials are available on www.proxyvote.com and have available your 12-digit Control number(s)
located on your Notice.

How Can You Request Paper or Email Copies of Proxy Materials?
If you received a Notice by mail, you will not receive a printed copy of the proxy materials. If you want to receive
paper or email copies of the proxy materials, you must request them. There is no charge for requesting a copy. To
facilitate timely delivery, please make your request on or before May 15, 2019. To request paper or email copies,
to
stockholders
sendmaterial@proxyvote.com. Please note that if you request materials by email, send a blank email with your
12-digit Control number(s) (located on your Notice) in the subject line.

to www.proxyvote.com,

1-800-579-1639

email

send

can

call

an

go

or

How Can You Sign Up to Receive Future Proxy Materials Electronically?
You have the option to receive all future proxy statements, proxy cards and annual reports electronically via email
or the Internet. If you elect this option, the Company will only mail printed materials to you in the future if you
request that we do so. To sign up for electronic delivery, please follow the instructions below under How Can You
Vote to vote using the Internet and vote your shares. After submitting your vote, follow the prompts to sign up for
electronic delivery.

What is “Householding”?
We have adopted “householding” procedures that allow us to deliver proxy materials more cost-effectively. If you
are a beneficial owner of shares and you and other residents at your mailing address share the same last name
and also own shares of common stock in an account at the same bank, brokerage, or other nominee, your

2019 Proxy Statement | 2

General Information

nominee delivered a single Notice or set of proxy materials to your address. This method of delivery is known as
householding. Householding reduces the number of mailings you receive, saves on printing and postage costs
and helps the environment. Stockholders participating in householding continue to receive separate proxy cards
and control numbers for voting electronically.

We will deliver promptly a separate copy of the Notice or proxy materials to a stockholder at a shared address to
which a single copy was delivered. A stockholder who received a single Notice or set of proxy materials to a
shared address may request a separate copy of the Notice or proxy materials be sent to him or her by contacting
in writing Broadridge Financial Solutions, Inc. (“Broadridge”), Householding Department at 51 Mercedes Way,
Edgewood, New York, 11717, or calling 1-800-542-1061. If you would like to opt out of householding for future
deliveries of proxy materials, please contact your broker, bank or other nominee.

Beneficial owners of shares who share an address and receive multiple copies of the proxy materials but want to
receive only a single copy of these materials in the future should contact their bank, brokerage or other nominee
and make this request.

Who Can Vote at the Annual Meeting?
Only stockholders of record at the close of business on April 5, 2019 (the “Record Date”) may vote at the Annual
Meeting. As of the Record Date, there were 89,948,555 shares of our common stock, par value $.0005 per share
(“Common Stock”) outstanding and eligible to be voted. This amount does not include treasury shares which are
not voted.

How Can You Vote?
You may vote using one of the following methods:

➢ Internet

You may vote on the Internet up until 11:59 PM Eastern Time on
May 29, 2019 by going to the website for Internet voting on the
Notice or your proxy card (www.proxyvote.com) and following the
instructions on your screen. Have your Notice or proxy card
available when you access the web page. If you vote by the Internet,
you should not return your proxy card.

➢ Telephone You may vote by telephone by calling the toll-free telephone number
on your proxy card (1-800-690-6903), 24 hours a day and up until
11:59 PM Eastern Time on May 29, 2019, and following
pre-recorded instructions. Have your proxy card available when you
call. If you vote by telephone, you should not return your proxy card.

➢ Mail

➢ In Person

If you received your proxy materials by mail, you may vote by mail
by marking the enclosed proxy card, dating and signing it, and
returning it
to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, N.Y.
11717.

in the postage-paid envelope provided or

You may vote your shares in person by attending the Annual
Meeting and submitting your proxy at the meeting. Each stockholder
may appoint only one proxy holder or representative to attend the
Annual Meeting on his or her behalf.

All shares that have been voted properly by an unrevoked proxy will be voted at
the Annual Meeting in
accordance with your instructions. If you sign and submit your proxy card, but do not give voting instructions, the
shares represented by that proxy will be voted for each proposal as our Board recommends.

2019 Proxy Statement | 3

General Information

How to Revoke Your Proxy or Change Your Vote
A later vote by any means will cancel an earlier vote. You can revoke your proxy or change your vote before your
proxy is voted at the Annual Meeting by giving written notice of revocation to: Corporate Secretary, Gartner, Inc.,
56 Top Gallant Road, P.O. Box 10212, Stamford, Connecticut 06904-2212; or submitting another timely proxy by
the Internet, telephone or mail; or attending the Annual Meeting to vote in person. If your shares are held in the
name of a bank, broker or other holder of record, to vote at the Annual Meeting you must obtain a proxy executed
in your favor from your bank, broker or other holder of record and bring it to the Annual Meeting in order to vote.
Attendance at the Annual Meeting will not, by itself, revoke your prior proxy.

How Many Votes You Have
Each stockholder has one vote for each share of our Common Stock owned on the Record Date for all matters
being voted on.

Quorum
A quorum is constituted by the presence, in person or by proxy, of holders of our Common Stock representing a
majority of the number of shares of Common Stock entitled to vote. Abstentions and broker non-votes (described
above) will be considered present to determine a quorum.

Votes Required
Proposal One: Each nominee must receive more “FOR” votes than “AGAINST” votes to be elected. Abstentions
and broker non-votes will have no effect on the outcome of the election. Any nominee who fails to achieve this
threshold must tender his or her resignation from the Board pursuant to the Company’s majority vote standard.

Proposals Two and Three: The affirmative “FOR” vote of a majority of the votes of shares of Common Stock
present in person or represented by proxy is required to approve Proposal Two - the advisory (non-binding)
approval of the Company’s executive compensation; and Proposal Three - the ratification of the appointment of
KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
For Proposals Two and Three, abstentions have the same effect as “AGAINST” votes. Broker non-votes, if any,
will have no effect on the outcome of these matters.

If any other matters are brought properly before the Annual Meeting, the persons named as proxies in the
accompanying proxy card will have the discretion to vote on those matters for you. If for any reason any of the
nominees is not available as a candidate for director at the Annual Meeting, the persons named as proxies will
vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors. As of the
date of this Proxy Statement, we were unaware of any other matter to be raised at the Annual Meeting.

What Are the Recommendations of the Board?
The Board of Directors recommends that you vote:

✓ FOR

✓ FOR

✓ FOR

Election of the ten nominees to our Board of Directors

Approval, on an advisory basis, of the compensation of our
named executive officers

Ratification of the appointment of KPMG LLP as our independent
registered public accounting firm for fiscal 2019

Who Is Distributing Proxy Materials and Bearing the Cost of the Solicitation?
This solicitation of proxies is being made by the Board of Directors and we will bear the entire cost of this
solicitation, including costs associated with mailing the Notice and related Internet access to proxy materials, the
the proxy card, and any additional
preparation, assembly, printing, and mailing of

this Proxy Statement,

2019 Proxy Statement | 4

General Information

solicitation material that we may provide to stockholders. Gartner will request brokerage firms, fiduciaries and
custodians holding shares in their names that are beneficially owned by others to solicit proxies from these
persons and will pay the costs associated with such activities. The original solicitation of proxies may be
supplemented by solicitation by telephone, electronic mail and other means by our directors, officers and
employees. No additional compensation will be paid to these individuals for any such services. We have also
retained Georgeson LLC to assist with the solicitation of proxies at an anticipated cost of $7,000, which will be
paid by the Company.

Where can I find the voting results of the Annual Meeting?
We will disclose voting results on a Form 8-K that will be filed with the SEC within four business days after the
Annual Meeting, which will also be available on our investor relations website – https://investor.gartner.com.

Who Can Answer Your Questions?
If you have questions about this Proxy Statement or the Annual Meeting, please call our Investor Relations
Department at (203) 316-6537.

2019 Proxy Statement | 5

THE BOARD OF DIRECTORS

General Information about our Board of Directors

Our Board currently has ten directors who serve for annual terms. Our CEO, Eugene A. Hall, has an employment
agreement with the Company that obligates the Company to include him on the slate of nominees to be elected to
our Board during the term of the agreement. See Executive Compensation – Employment Agreements with
Executive Officers below. There are no other arrangements between any director or nominee and any other
person pursuant to which the director or nominee was selected. None of our directors or executive officers is
related to another director or executive officer by blood, marriage or adoption.

Each member of our Board has been nominated for re-election at the 2019 Annual Meeting. See Proposal One –
Election of Directors on page 18. Set forth below are the name, age, principal occupation for the last five years,
public company board experience, selected additional biographical information and period of service as a director
of
the Company of each director, as well as a summary of each director’s experience, qualifications and
background which, among other factors, support their respective qualifications to continue to serve on our Board.

Peter E. Bisson, 61,
director since 2016

Richard J. Bressler,
61, director since
2006

including chair of

Mr. Bisson retired from McKinsey & Company, a global management consulting
business, in 2016 where he last served as Director and Global Leader of the High
Tech Practice. Mr. Bisson held a number of other leadership positions at McKinsey &
Company,
its knowledge committee, which guides the firm’s
the firm’s
knowledge investment and communication strategies, member of
shareholders committee, and leader of the firm’s strategy and telecommunications
practices. In more than 30 years at McKinsey & Company, Mr. Bisson advised a
variety of multinational public companies in the technology-based products and
services industry. Mr. Bisson is also a director of Automatic Data Processing, Inc.

Mr. Bisson’s experience includes advising clients on corporate strategy and M&A,
design and execution of performance improvement programs and marketing and
technology development, which qualifies him to serve as a director.

Mr. Bressler is President, Chief Operating Officer and Chief Financial Officer of
iHeartMedia, Inc., a mass media company. iHeartMedia, Inc. filed for bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code in March 2018. In January
the Southern District of Texas approved
2019,
is currently expected that
iHeartMedia,
iHeartMedia, Inc. will emerge from bankruptcy in the first half of 2019.

the U.S. Bankruptcy Court
Inc.’s plan of

reorganization, and it

for

Mr. Bressler is also the Chief Financial Officer of Clear Channel Outdoor Holdings,
Inc., an outdoor advertising company. Prior to joining iHeartMedia, he served as
Managing Director of Thomas H. Lee Partners, L.P., a Boston-based private equity
firm, from 2006 to July 2013. He joined Thomas H. Lee Partners from his role as
Senior Executive Vice President and Chief Financial Officer of Viacom Inc., where he
managed all strategic,
financial, business development and technology functions.
Mr. Bressler has also served in various capacities with Time Warner Inc., including
Chairman and Chief Executive Officer of Time Warner Digital Media and Executive
Vice President and Chief Financial Officer of Time Warner Inc. Prior to joining Time
Inc., he was a partner with the accounting firm of Ernst & Young. Mr. Bressler is
Inc., and a former director of The Nielsen
currently a director of
Company B.V. and Warner Music Group Corp.

iHeartMedia,

Mr. Bressler qualifies as an audit committee financial expert, and his extensive
financial and operational roles at
large U.S. public companies bring a wealth of
management, financial, accounting and professional expertise to our Board and Audit
Committee.

2019 Proxy Statement | 6

Raul E. Cesan, 71,
director since 2012

Karen E. Dykstra, 60,
director since 2007

Anne Sutherland
Fuchs, 71, director
since 1999

The Board of Directors

Mr. Cesan is the Founder and Managing Partner of Commercial Worldwide LLC, an
investment firm. Prior thereto, he spent 25 years at Schering – Plough Corporation,
serving in various capacities of substantial responsibility: the President and Chief
Operating Officer (from 1998 to 2001); Executive Vice President of Schering-Plough
Corporation and President of Schering-Plough Pharmaceuticals (from 1994 – 1998);
President of Schering Laboratories, U.S. Pharmaceutical Operations (from 1992 to
1994); and President of Schering – Plough International (from 1988 to 1992).
Mr. Cesan was until April 2019 also a director of The New York Times Company.

Mr. Cesan’s extensive operational and international experiences provide valuable
guidance to our Board and Compensation Committee.

Ms. Dykstra served as Chief Financial and Administrative Officer from November 2013
to July 2015, and as Chief Financial Officer from September 2012 to November 2013,
of AOL, Inc., an online service provider. From January 2007 until December 2010,
Ms. Dykstra was a Partner of Plainfield Asset Management LLC (“Plainfield”), and she
served as Chief Operating Officer and Chief Financial Officer of Plainfield Direct LLC,
Plainfield’s business development company, from May 2006 to 2010, and as a director
from 2007 to 2010. Prior thereto, she spent over 25 years with Automatic Data
Processing, Inc., serving most recently as Chief Financial Officer from January 2003
to May 2006, and prior thereto as Vice President – Finance, Corporate Controller and
in other capacities. Ms. Dykstra is a director of VMware, Inc. and Boston Properties,
Inc., and a former director of Crane Co. and AOL, Inc.

Ms. Dykstra qualifies as an audit committee financial expert, and her extensive
management,
financial, accounting and oversight experience provide important
expertise to our Board and Audit Committee.

Ms. Fuchs served as Group President, Growth Brands Division, Digital Ventures, a
division of J.C. Penney Company, Inc., from November 2010 until April 2012. She also
served as Chair of the Commission on Women’s Issues for New York City during the
Bloomberg Administration, a position she held from 2002 through 2013. Previously,
Ms. Fuchs served as a consultant to companies on branding and digital initiatives, and
as a senior executive with operational responsibility at LVMH Moët Hennessy Louis
Vuitton, Phillips de Pury & Luxembourg and several publishing companies, including
Hearst Corporation, Conde Nast, Hachette and CBS. Ms. Fuchs is also a director of
Pitney Bowes Inc.

Ms. Fuchs’ executive management, content and branding skills plus operations
expertise, her knowledge of government operations and government partnerships with
the private sector, and her keen interest and knowledge of diversity, governance and
executive compensation matters provide important perspective to our Board and its
Governance and Compensation Committees.

2019 Proxy Statement | 7

The Board of Directors

William O. Grabe, 80,
director since 1993

Eugene A. Hall, 62,
director since 2004

Stephen G. Pagliuca,
64, director since
1990 (except for 6
months in 2009 when
he entered the U.S.
Senate race for
Massachusetts)

Eileen Serra, 64,
director since
October 2017

Mr. Grabe is an Advisory Director of General Atlantic LLC, a global private equity firm.
Prior to joining General Atlantic in 1992, Mr. Grabe was a Vice President and
Corporate Officer of IBM Corporation. Mr. Grabe is presently a director of QTS Realty
Trust, Inc. and Lenovo Group Limited. He is a former director of Infotech Enterprises
Limited, Compuware Corporation,
iGate Computer Systems Limited (f/k/a Patni
Computer Systems Ltd.) and Covisint Corporation.

Mr. Grabe’s extensive senior executive experience, his knowledge of business
operations and his vast knowledge of the global information technology industry have
made him a valued member of the Board and Governance Committee.

Mr. Hall is the Chief Executive Officer of Gartner. Prior to joining Gartner as Chief
Executive Officer in 2004, Mr. Hall was a senior executive at Automatic Data
Processing, Inc., a Fortune 500 global technology and service company, serving most
recently as President, Employers Services Major Accounts Division, a provider of
human resources and payroll services. Prior to joining ADP in 1998, Mr. Hall spent 16
years at McKinsey & Company, most recently as Director.

is responsible for developing and executing on the
As Gartner’s CEO, Mr. Hall
Company’s operating plan and business strategies in consultation with the Board of
Directors and for driving Gartner’s business and financial performance, and is the sole
management representative on the Board.

Mr. Pagliuca is a Managing Director of Bain Capital Private Equity, LP, a global private
equity firm, and Co-Chairman of Bain Capital, L.P. He is also a Managing Partner and
an owner of
the Boston Celtics basketball franchise. Mr. Pagliuca joined Bain &
Company in 1982, and founded the Information Partners private equity fund for Bain
Capital in 1989. Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and
international tax specialist for Peat Marwick Mitchell & Company in the Netherlands.
Mr. Pagliuca is a former director of Burger King Holdings, Inc., HCA, Inc. (Hospital
Corporation of America), Quintiles Transnational Corporation, Warner Chilcott PLC
and the Weather Company. He currently serves on the Board of Directors of Axis
Bank, Ltd. and Virgin Voyages.

Mr. Pagliuca has deep subject matter knowledge of Gartner’s history,
the
development of its business model and the global information technology industry, as
well as financial and accounting matters.

Ms. Serra retired from JPMorgan Chase & Co., an international financial services
company, in February 2018, where she last served as a Senior Advisor focusing on
strategic growth initiatives across Chase Consumer and Community Banking
businesses. From 2012 to 2016, she served as the CEO of Chase Card Services.
Prior to joining Chase Card Services in 2006, Ms. Serra was a Managing Director at
Merrill Lynch. She was a Senior Vice President at American Express and a partner at
McKinsey & Company earlier in her career.

Ms. Serra has extensive operational and management experience, having held senior
positions at some of
the world’s largest companies, which allows her to provide
valuable guidance to our Board.

2019 Proxy Statement | 8

James C. Smith, 78,
director since 2002
and Chairman of the
Board since 2004

Mr. Smith was Chairman of the Board of First Health Group Corp., a national health
its sale in 2004. He also served as First Health’s Chief
benefits company until
Executive Officer from January 1984 through January 2002 and President
from
January 1984 to January 2001.

The Board of Directors

Mr. Smith’s long-time expertise and experience as the founder, senior-most executive
and chairman of the board of a successful large public company provides a unique
perspective and insight into management and operational issues faced by the Board,
Audit Committee and our CEO. This experience, coupled with Mr. Smith’s personal
leadership qualities, qualify him to continue to serve as Chairman of the Board.

Majority Vote Standard

The Company has adopted a majority vote standard for the election of directors which provides that a nominee
must receive more FOR votes than AGAINST votes for election as a director. Should a nominee fail to achieve
this threshold, the nominee must immediately tender his or her resignation to the Chairman. The Board, in its
discretion, can determine whether or not to accept the resignation.

Compensation of Directors

The Compensation Committee, in consultation with the Governance Committee, reviews all forms of independent
director compensation and approves changes, when appropriate. The Compensation and Governance
Committees are supported in this review by Exequity, LLP. The review examines director compensation in relation
to two comparator groups: Peer Group and General Industry Reference Group. The Peer Group includes the
same companies used to benchmark executive pay. The General
Industry Reference Group includes 100
companies with median revenues similar to that of Gartner. Regular review of the director compensation program
ensures that the director compensation is reasonable, and reflects a mainstream approach to the structure of the
compensation components and the method of delivery. Director compensation is primarily reviewed in relation to
the Peer Group. Gartner adjusted director compensation in 2018 to close an identified shortfall from the Peer
Group median, increasing the director annual equity grant from $200,000 to $240,000. An increase in equity
compensation was the only change made to director compensation in following with Gartner’s philosophy to
provide more value in equity compensation than cash. The section that follows describes the current director
compensation program and components.

2019 Proxy Statement | 9

The Board of Directors

Directors who are also employees receive no fees for their services as directors. Non-management directors are
reimbursed for their meeting attendance expenses and receive the following compensation for their service as
director:

Annual Director
Retainer Fee:

Annual Committee
Chair Fee:

Annual Committee
Member Fee:

Annual Equity Grant:

$60,000 per director and an additional $100,000 for our non-executive Chairman of
the Board, payable in arrears in four equal quarterly instalments, on the first
business day of each quarter. These amounts are paid in common stock
equivalents (“CSEs”) granted under the Company’s 2014 Long-Term Incentive Plan
(“2014 Plan”), except that a director may elect to receive up to 50% of this fee in
cash. The CSEs convert into Common Stock on the date the director’s continuous
status as a director terminates, unless the director elects accelerated release as
provided in the 2014 Plan. The number of CSEs awarded is determined by dividing
the aggregate director fees owed for a quarter (other than any amount payable in
cash) by the closing price of the Common Stock on the first business day following
the close of that quarter.

$10,000 for the chair of our Governance Committee and $15,000 for the chairs of
our Audit and Compensation Committees. Amounts are payable in the same
manner as the Annual Director Retainer Fee.

$7,500 for our Governance Committee members, $10,000 for our Compensation
Committee members and $15,000 for our Audit Committee members. Committee
chairs receive both a committee chair fee and a committee member fee. Amounts
are payable in the same manner as the Annual Director Retainer Fee.

$240,000 in value of restricted stock units (RSUs), awarded annually on the date of
the Annual Meeting. The number of RSUs awarded is determined by dividing
$240,000 by the closing price of the Common Stock on the award date. The RSU’s
vest one year after grant subject to continued service as director through that date;
release may be deferred beyond the vesting date at the director’s election.

Director Compensation Table

This table sets forth compensation earned or paid in cash, and the grant date fair value of equity awards made, to
our non-management directors on account of services rendered as a director in 2018. Mr. Hall receives no
additional compensation for service as director.

Name

Michael J. Bingle*

Peter E. Bisson

Richard J. Bressler

Raul E. Cesan

Karen E. Dykstra

Anne Sutherland Fuchs

William O. Grabe

Stephen G. Pagliuca

Eileen Serra

James C. Smith

Fees
Earned Or Paid
($)(1)

39,898

67,560

90,050

70,013

74,885

92,590

77,405

60,050

66,032

Stock
Awards
($)(2)

Total
($)

0

39,898

240,016

307,576

240,016

330,066

240,016

310,029

240,016

314,901

240,016

332,606

240,016

317,421

240,016

300,066

240,016

306,048

174,867

240,016

414,883

2019 Proxy Statement | 10

The Board of Directors

*Mr. Bingle resigned from the Board and the Compensation Committee effective July 26, 2018.

(1) Includes amounts earned in 2018 and paid in cash and/or CSEs on account of the Annual Director
Retainer Fee, Annual Committee Chair Fee and/or Annual Committee Member Fee, described above. For
Mr. Bingle, represents his prorated Annual Director Retainer Fee and Compensation Committee member
fee from January 1, 2018 through July 26, 2018 (the date of his resignation from the Board). For
Ms. Serra, includes her prorated Compensation Committee member fee for 2018. Ms. Serra became a
member of the Compensation Committee on May 24, 2018, immediately following the 2018 Annual
Meeting. Does not include reimbursement for meeting attendance expenses.

(2) Represents the grant date value of an annual equity award computed in accordance with Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, consisting
of 1,828 RSUs that vest on May 24, 2019, one year from the date of the 2018 Annual Meeting (unless
deferred release was elected), subject to continued service through that date. The number of RSUs
awarded was calculated by dividing $240,000 by the closing price of our Common Stock on May 24, 2018
($131.30) (rounded to the nearest whole number).

Director Stock Ownership and Holding Period Guidelines

interest in the Company. Accordingly, each director is
The Board believes directors should have a financial
required to hold shares of Gartner common stock with a value of not less than five (5) times the Annual Director
Retainer Fee ($60,000). Directors are required to achieve the guideline within three years of joining the Board. In
the event a director has not satisfied the guideline within such three year period, he/she will be required to hold
50% of net after-tax shares received from the Company either in the form of equity awards or released CSEs until
the guideline is achieved. We permit directors to apply deferred and unvested equity awards towards satisfying
these requirements. As of December 31, 2018, all of our directors were in compliance with these guidelines.

2019 Proxy Statement | 11

CORPORATE GOVERNANCE

Gartner is committed to maintaining strong corporate governance practices.

Corporate Governance Highlights:

➢ Independent Chairman of the Board
➢ Majority voting for directors
➢ Annual election of directors
➢ Annual Board and Committee performance evaluation
➢ Executive sessions after each Board and Committee meeting
➢ 9 out of 10 directors are independent
➢ 3 out of 10 directors are women
➢ Fully independent Board committees
➢ Annual director affirmation of compliance with Code of Conduct
➢ Annual director evaluation of CEO

Board Principles and Practices

Our Board Principles and Practices (the “Board Guidelines”) are reviewed annually and revised in light of legal,
regulatory or other developments, as well as emerging best practices, by our Governance Committee and Board.
The Board Guidelines, which are posted on https://investor.gartner.com, describe the Board’s responsibilities, its
role in strategic development and other matters, discussed below.

Director Independence

Our Board Guidelines require that our Board be comprised of a majority of directors who meet the criteria for
independence from management set forth by the NYSE in its corporate governance listing standards.

Our committee charters likewise require that our standing Audit, Compensation and Governance/Nominating
Committees be comprised only of independent directors. Additionally, the Audit Committee members must be
independent under Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Compensation Committee members must be independent under Rule 16b-3 promulgated under the Exchange
Act as well as applicable NYSE corporate governance listing standards, and they must qualify as outside directors
under regulations promulgated under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986,
as amended (the “Code”).

Utilizing all of these criteria, as well as all relevant facts and circumstances, the Board annually assesses the
independence from management of all non-management directors and committee members by reviewing the
commercial, financial, familial, employment and other relationships between each director and the Company, its
auditors and other companies that do business with Gartner. Because of our worldwide reach, it is not unusual for
Gartner to engage in ordinary course of business transactions involving the sale of research or consulting
services with entities affiliated with one of our directors, or their immediate family members. The Board
considered these transactions in determining director independence.

After analysis and recommendation by the Governance Committee, the Board determined that:

•

all non-management directors who served during the 2018 fiscal year (Michael Bingle, Peter Bisson,
Richard Bressler, Raul Cesan, Karen Dykstra, Anne Sutherland Fuchs, William Grabe, Stephen Pagliuca,
Eileen Serra and James Smith) are independent under the NYSE listing standards;

2019 Proxy Statement | 12

•

•

our Audit Committee members (Ms. Dykstra and Messrs. Bressler and Smith) are independent under the
criteria set forth in Section 10A-3 of the Exchange Act; and

our Compensation Committee members (Ms. Fuchs, Ms. Serra and Mr. Cesan) are independent under
the criteria set forth in Exchange Act Rule 16b-3 as well as under applicable NYSE corporate governance
listing standards, and qualify as “outside directors” under Code Section 162(m) regulations.

Board Leadership Structure

Corporate Governance

the separation of

The leadership of our Board of Directors rests with our independent Chairman of the Board, Mr. James C. Smith.
the Board provides
Gartner believes that
independent leadership of the Board in the exercise of its management oversight responsibilities, increases the
accountability of the CEO and creates transparency into the relationship among executive management, the
Board of Directors and the stockholders. Additionally, in view of Mr. Smith’s extensive experience as a chief
executive officer of a major corporation, he is able to provide an independent point of view to our CEO on
important management and operational issues.

functions between the CEO and Chairman of

Risk Oversight

The Board of Directors, together with management, oversees risk (including cybersecurity risk) at Gartner. The
Company’s strategic objectives and activities are presented by executive management to the Board and approved
annually and more frequently as necessary. The Board regularly receives updates on cybersecurity matters from
the Company’s Chief Information Officer and discusses issues identified at its meetings.

The Risk (Internal Audit) function reports directly to the Audit Committee, and provides quarterly reports to the
committee. The committee reviews the results of the internal audit annual risk assessment and the proposed
internal audit plan. Subsequent quarterly meetings include an update on ongoing internal audit activities, including
results of audits and any changes to the audit plan. Risk also meets with the Audit Committee in executive
session on a quarterly basis.

The General Counsel, who serves as Chief Compliance Officer, also reports directly to the Audit Committee on a
quarterly basis concerning the effectiveness and status of the Company’s legal and ethical compliance program
and initiatives, hotline activities and litigation matters.

The Company maintains internal controls and procedures over financial reporting, as well as enterprise wide
internal controls, which are updated and tested annually by management and our independent registered public
accounting firm. Any internal control deficiencies and the status of remediation efforts as well as any findings of
the Disclosure Controls Committee are reported to the Audit Committee on a quarterly basis.

Risk Assessment of Compensation Policies and Practices
Management conducts an annual risk assessment of
the Company’s compensation policies and practices,
including all executive, non-executive and business unit compensation policies and practices, as well as the
variable compensation policies applicable to our global sales force. The results of this assessment are reported to
the Compensation Committee. For 2018, management concluded, and the Compensation Committee agreed, that
no Company compensation policies and practices created risks that were reasonably likely to have a material
adverse effect on the Company.

Management Succession Planning
Succession planning is one of the Board’s most critical functions—to develop leaders who will successfully build
the Company’s business. The Board and its Committees regularly review and discuss management development
and succession plans for the Chief Executive Officer and his direct reports. This review includes an assessment
of senior executives and their potential as successor to the Chief Executive Officer.

2019 Proxy Statement | 13

Corporate Governance

Board and Committee Meetings and Annual Meeting Attendance

Our Board held four meetings in 2018. During 2018, all of our directors attended at least 75% of the Board and
committee meetings held during the periods in which such director served as a director and/or committee
member. At each regular quarterly Board and committee meeting, time is set aside for the non-management
directors to meet
in executive session without management present. James C. Smith, our non-executive
Chairman of the Board, presides over the executive sessions at the Board meetings, and each committee
chairperson presides over the executive sessions at their respective committee meetings. Directors are not
required, but are invited, to attend the Annual Meeting of Stockholders. In 2018, Mr. Hall and other executive
officers of the Company attended the 2018 Annual Meeting of Stockholders.

Committees Generally and Charters

As noted above, our Board has three standing committees: Audit, Compensation and Governance/Nominating,
and all committee members have been determined by our Board to be independent under applicable standards.
Our Board of Directors has approved a written charter for each standing committee, which is reviewed annually
and revised as appropriate. The table below provides information for each Board committee in 2018:

Name

Audit

Compensation

Governance/Nominating

Michael J. Bingle*

Peter E. Bisson

Richard J. Bressler

Raul E. Cesan

Karen E. Dykstra

Anne Sutherland Fuchs

William O. Grabe

Stephen G. Pagliuca

Eileen Serra**

James C. Smith

Meetings Held in 2018:

X (Chair)

X

X

5

X

X

X (Chair)

X

5

X

X

X (Chair)

4

* Mr. Bingle, resigned from the Board and the Compensation Committee effective July 26, 2018.
** Ms. Serra joined the Compensation Committee on May 24, 2018.

Audit Committee

Our Audit Committee serves as an independent body to assist in Board oversight of:

✓ the integrity of the Company’s financial statements;
✓ the Company’s compliance with legal and regulatory requirements;
✓ the independent registered public accounting firm’s retention, qualifications

and independence; and

✓ the Company’s Risk, Compliance and Internal Audit functions.

Gartner has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A)
the Exchange Act. Our Board has determined that both Ms. Dykstra and Mr. Bressler qualify as audit
of

2019 Proxy Statement | 14

Corporate Governance

committee financial experts, as defined by the rules of the SEC, and that all members have the requisite
accounting or related financial management expertise and are financially literate as required by the NYSE
corporate governance listing standards.

Additionally, the Audit Committee is directly responsible for the appointment, compensation and oversight of our
independent registered public accounting firm, KPMG; approves the engagement letter describing the scope of
the annual audit; approves fees for audit and non-audit services; provides an open avenue of communication
among the independent registered public accounting firm, the Risk and Internal Audit functions, management and
the Board; resolves disagreements,
if any, between management and the independent registered public
accounting firm regarding financial reporting for the purpose of issuing an audit report in connection with our
financial statements and our internal control over financial reporting; and prepares the Audit Committee Report
required by the SEC and included in this Proxy Statement on page 54 below.

The independent registered public accounting firm reports directly to the Audit Committee. By meeting with the
independent registered public accounting firm and the internal auditor, and operating and financial management
personnel, the Audit Committee oversees matters relating to accounting standards, policies and practices, any
changes thereto and the effects of any changes on our financial statements, financial reporting practices and the
quality and adequacy of internal controls. Additionally, our internal audit and compliance functions report directly
to the Audit Committee. After each Audit Committee meeting, the Committee meets separately with the CFO, the
independent registered public accounting firm and the internal auditor without management present.

The Audit Committee has established procedures for (i) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the
confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing
matters. A toll-free phone number managed by a third party is available for confidential and anonymous
submission of concerns relating to accounting, auditing and other illegal or unethical matters, as well as alleged
violations of Gartner’s Code of Conduct or any other policies. All submissions on the hotline are reported to the
General Counsel, who determines the mode of investigation, to the internal auditor and to the Audit Committee at
each regular meeting. The Audit Committee has the power and funding to retain independent counsel and other
advisors as it deems necessary to carry out its duties.

Compensation Committee

Our Compensation Committee has responsibility for:

✓ administering and approving all elements of compensation for

the Chief

Executive Officer and other executive officers;

✓ approving, by direct action or through delegation, all equity awards, grants, and
related actions under the provisions of our equity plan, and administering the
plan;

✓ participating in the evaluation of CEO and other executive officer performance
(with the input and oversight of the Governance Committee and the Chairman of
the Board);

✓ approving the peer group used for executive compensation benchmarking

purposes;

✓ evaluating the independence of all compensation committee advisers;
✓ providing oversight in connection with company-wide compensation programs;

and

✓ approving the form and amount of director compensation in consultation with

the Governance/Nominating Committee.

2019 Proxy Statement | 15

Corporate Governance

The Compensation Committee reviewed and approved the Compensation Discussion and Analysis contained in
this Proxy Statement, recommended its inclusion herein (and in our 2018 Annual Report on Form 10-K) and
issued the related report to stockholders as required by the SEC (see Compensation Committee Report on
page 35 below).

Exequity LLP (“Exequity”) was retained by the Compensation Committee to provide information, analyses, and
advice to the Committee during various stages of 2018 executive compensation planning. Exequity reports
directly to the Compensation Committee chair. In the course of conducting its activities, Exequity attended
meetings of
the Compensation Committee and briefed the Committee on executive compensation trends
generally.

The Compensation Committee has assessed the independence of Exequity, and has concluded that Exequity is
independent and that its retention presents no conflicts of interest either to the Committee or the Company.

Final decisions with respect to determining the amount or form of executive compensation under the Company’s
executive compensation programs are made by the Compensation Committee alone and may reflect factors and
considerations other
to the
Compensation Discussion & Analysis beginning on page 21 for a more detailed discussion of the Compensation
Committee’s activities with respect to executive compensation.

than the information and advice provided by its consultants. Please refer

Compensation Committee Interlocks and Insider Participation. During 2018, no member of the Compensation
Committee served as an officer or employee of the Company, was formerly an officer of the Company or had any
relationship with the Company required to be disclosed under Transactions With Related Persons below.
Additionally, during 2018, no executive officer of the Company: (i) served as a member of the compensation
committee (or full board in the absence of such a committee) or as a director of another entity, one of whose
executive officers served on our Compensation Committee; or (ii) served as a member of the compensation
committee (or full board in the absence of such a committee) of another entity, one of whose executive officers
served on our Board.

Governance/Nominating Committee

Our Governance/Nominating Committee (the “Governance Committee”) has responsibility for:

✓ the size, composition and organization of our Board;
✓ the independence of directors and committee members under applicable standards;
✓ our corporate governance policies, including our Board Principles and Practices;
✓ the criteria for directors and the selection of nominees for election to the Board;
✓ committee assignments;
✓ assisting the Compensation Committee in determining the form and amount of

director compensation;

✓ the performance evaluation of our CEO and management succession planning; and
✓ the annual Board and Committee performance evaluations.

While the Governance Committee has not specified minimum qualifications for candidates it recommends, it will
consider the qualifications, skills, expertise, qualities, diversity, age, gender, availability and experience of all
candidates that are presented for consideration. At the present time, three of our ten directors are women. The
Board utilizes a concept of diversity that extends beyond race, gender and national origin to encompass the
viewpoints, professional experience and other individual qualities and attributes of candidates that will enable the

2019 Proxy Statement | 16

Corporate Governance

Board to select candidates who are best able to carry out the Board’s responsibilities and complement the mix of
talent and experience represented on the Board. In connection with its annual evaluation, the Board considers the
appropriateness of the qualifications of existing directors given then current needs.

Candidates for Board nomination may be brought to the attention of the Governance Committee by current Board
members, management, stockholders or other persons. All potential new candidates are fully evaluated by the
Governance Committee using the criteria described above, and then considered by the entire Board for
nomination.

Director Candidates submitted by Stockholders: Stockholders wishing to recommend director candidates for
the Governance/
consideration by the Governance Committee may do so by writing to the Chairman of
Nominating Committee, c/o Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford,
CT 06904-2212, and indicating the recommended candidate’s name, biographical data, professional experience
and any other qualifications. In addition, stockholders wishing to propose candidates for election must follow our
advance notice provisions. See Process for Submission of Stockholder Proposals for our 2020 Annual Meeting on
page 55.

Code of Ethics and Code of Conduct

Gartner has adopted a CEO & CFO Code of Ethics which applies to our CEO, CFO, controller and other financial
managers, and a Global Code of Conduct, which applies to all Gartner officers, directors and employees,
wherever located. Annually, each officer, director and employee affirms compliance with the Global Code of
Conduct. See Miscellaneous—Available Information below.

2019 Proxy Statement | 17

PROPOSAL ONE:

ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

Our Board, acting through the Governance Committee, is responsible for presenting for stockholder consideration
each year a group of nominees that, taken together, has the experience, qualifications, attributes and skills
appropriate and necessary to carry out the duties and responsibilities of, and to function effectively as, the board
of directors of Gartner. The Governance Committee regularly reviews the composition of the Board in light of the
needs of the Company, its assessment of board and committee performance, and the input of stockholders and
other key stakeholders. The Governance Committee looks for certain common characteristics in all nominees,
including integrity, strong professional experience and reputation, a record of achievement, constructive and
collegial personal attributes and the ability and commitment to devote sufficient time and effort to board service. In
addition, the Governance Committee seeks to include on the Board a complementary mix of individuals with
diverse backgrounds and skills that will enable the Board as a whole to effectively manage the array of issues it
will confront in furtherance of its duties. These individual qualities can include matters such as experience in the
technology industry; experience managing and operating large public companies;
international operating
experience; financial, accounting, executive compensation and capital markets expertise; and leadership skills
and experience.

All of
the nominees listed below are incumbent directors who have been nominated by the Governance
Committee and Board for re-election, and have agreed to serve another term. For additional information about the
nominees and their qualifications, please see General Information About Our Board of Directors on page 6 above.
If any nominee is unable or declines unexpectedly to stand for election as a director at the Annual Meeting,
proxies may be voted for a nominee designated by the present Board to fill the vacancy. Each person elected as
a director will continue to be a director until the 2020 Annual Meeting of Stockholders or a successor has been
elected.

Peter E. Bisson

Richard J. Bressler

Raul E. Cesan

Karen E. Dykstra

William O. Grabe

Eugene A. Hall

Stephen G. Pagliuca

Eileen Serra

Anne Sutherland Fuchs

James C. Smith

RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR the election of each nominee
to the Board of Directors.

2019 Proxy Statement | 18

EXECUTIVE OFFICERS

General Information about our Current Executive Officers:

Eugene A. Hall
62

Kenneth Allard
48

Joe Beck
58

Ken Davis
50

Alwyn Dawkins
53

Mike Diliberto,
53

Michael Harris
49

Chief Executive Officer and director since 2004. Prior to joining Gartner as Chief Executive
Officer, he was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global
technology and services company, serving most recently as President, Employers Services
Major Accounts Division, a provider of human resources and payroll services. Prior to joining
ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as Director.

Senior Vice President, New Market Programs since April 2019. Mr. Allard joined Gartner
as Group Vice President, Consulting in 2017 following the acquisition of L2 Inc., where he
was CEO. Previously, he was a Managing Director at Huge Inc., a full service digital agency,
and held senior
research and consulting companies including
Edgewater Technology Inc., Jupiter Media Metrix Inc. and Gartner, where he started his
career.

leadership positions at

Executive Vice President, Global Technology Sales since November 2017. In his more
than 20 years at Gartner, he has served as Senior Vice President, Americas End User Sales
and Managing Vice President. Mr. Beck joined Gartner in 1997 when we acquired Datapro
Information Services. He held sales positions at McGraw-Hill earlier in his career.

Executive Vice President, Products & Services has been leading the Products & Services
function since 2008. Previously at Gartner, he has served as Senior Vice President, End User
Programs, High Tech & Telecom Programs, and Strategy, Marketing and Business
Development. Prior to joining Gartner in 2005, Mr. Davis spent ten years at McKinsey &
Company, where he was a partner assisting clients in the IT industry.

Executive Vice President, Conferences has been leading the Conferences function since
2008. Previously at Gartner, he has served as Group Vice President, Asia/Pacific Sales,
based in Sydney, Australia, and prior thereto, as Group Vice President, Gartner Events,
where he held global responsibility for exhibit and sponsorship sales across the portfolio of
Gartner events. Prior to joining Gartner in 2002, Mr. Dawkins spent ten years at Richmond
Events, culminating in his role as Executive Vice President responsible for its North American
business.

Executive Vice President & Chief Information Officer has been our Chief Information
Officer since 2016. Previously, he served as CIO at Priceline, a leader in online travel and
related services. Before joining Priceline, he held several senior technology positions at the
online division of News Corp, where he was instrumental in establishing an online presence
for News Corp brands such as Fox News, Fox Sports, TV Guide and Sky Sports, including
launching the first major league baseball website. Previously, he held several
leadership
positions at Prodigy Services Company, one of the pioneering consumer-focused online
services.

Executive Vice President, Research & Advisory since August 2018. Mr. Harris has more
than 20 years of experience at Gartner and has held a number of management positions in
Research & Advisory. Most recently, he led the Company’s global team of IT industry experts
and researchers as Senior Vice President, IT Leaders & Tech Professionals Research. Prior
to joining Gartner, Mr. Harris held various roles in Centel, Sprint, and AT&T.

Scott Hensel
46

Executive Vice President, Consulting since October 2017. Prior to joining Gartner, he
served as President, Terex Services, Parts and Customer Solutions, at Terex Corporation.
Previously, he spent 14 years at McKinsey & Company where he was a partner assisting
clients in the IT and Advanced Industries sectors.

2019 Proxy Statement | 19

Executive Officers

Jules Kaufman
61

Robin Kranich
48

David McVeigh
51

Craig W. Safian
50

Executive Vice President, General Counsel & Secretary since August 2017. Prior to
joining Gartner, he was the Chief Legal Officer and Secretary at Coty Inc., a beauty products
manufacturer, from 2008 through 2016. Previously, he spent 18 years at Colgate-Palmolive,
last serving as General Counsel Europe/South Pacific.

Executive Vice President, Human Resources has been leading Human Resources since
2008. During her more than 24 years at Gartner, she has served as Senior Vice President,
End User Programs; Senior Vice President, Research Operations and Business
Development; Senior Vice President and General Manager of Gartner EXP; Vice President
and Chief of Staff to Gartner’s president; and various sales and sales management roles.
Prior to joining Gartner, Ms. Kranich was part of the Technology Advancement Group at
Marriott International.

Executive Vice President, Global Business Sales since April 2019. Previously, Mr.
McVeigh served as Executive Vice President, New Market Programs and led the New
Markets function since August 2015. Prior to joining Gartner, he was a managing director at
Hellman & Friedman LLC, a private equity firm and an operating partner at Blackstone Group,
and a partner at McKinsey & Company.

Executive Vice President & Chief Financial Officer has been our Chief Financial Officer
since June 2014. In his 16 years at Gartner, he has served as Group Vice President, Global
Finance and Strategy & Business Development from 2007 until his appointment as CFO, and
previously as Group Vice President, Strategy and Managing Vice President, Financial
Planning and Analysis. Prior to joining Gartner, he held finance positions at Headstrong (now
part of Genpact) and Bristol-Myers Squibb, and was an accountant for Friedman, LLP where
he achieved CPA licensure.

2019 Proxy Statement | 20

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis, or “CD&A”, describes and explains the Company’s compensation
philosophy and executive compensation program, as well as compensation awarded to and earned by, the
following persons who were Named Executive Officers (“NEOs”) in 2018:

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

Chief Executive Officer

Executive Vice President & Chief Financial Officer

Executive Vice President, Conferences

Executive Vice President, Human Resources

Executive Vice President, Global Business Sales

The CD&A is organized into three sections:

•

The Executive Summary, which highlights the strong year we had in 2018, the importance of our
Contract Value (herein “CV”) metric, our pay-for-performance approach, and our compensation
practices, all of which we believe are relevant to stockholders as they consider their votes on
Proposal Two (advisory vote on executive compensation, or “Say-on-Pay”)

•

The Compensation Setting Process for 2018

• Other Compensation Policies and Information

The CD&A is followed by the Compensation Tables and Narrative Disclosures, which report and describe the
compensation and benefit amounts paid to our NEOs in 2018.

EXECUTIVE SUMMARY

2018 - A Year of Strong Performance

2018 was an exciting year for Gartner. Following our 2017 acquisitions of CEB and L2, 2018 was the first full year
of Gartner providing insight and advice to clients across all enterprise functions. Our expanded product offering
enhanced our ability to provide more value to our clients and broadened our addressable market significantly.

In 2018, most of our businesses performed at or near record levels. Our Contract Value grew 11.4% on an FX
neutral basis, with the Contract Value of Global Technology Sales, which accounted for 81% of our Contract
Value in 2018, growing at 14.2% year over year. Our Conferences business (formerly called “Events”) revenue
grew 19% year over year, on an FX neutral basis, the highest growth rate in the Company’s history. Our
Consulting business had a strong year as well, with revenue up 7% and backlog up 12% on an FX neutral basis.

In 2018, we also completed the disposition of certain non-core assets that we acquired in connection with the
2017 CEB acquisition. We used the proceeds to rapidly de-lever, reducing our debt balance by $1 billion. We
additionally resumed the share repurchase program, purchasing over $260 million of our stock in the year.

We made a number of important investments in 2018 to help strengthen the foundation for future growth. They
included investments in sales capacity and enabling infrastructure functions, which we expect will help us
accelerate growth. We believe that our business trends going into 2019 are strong and we are well-positioned to
achieve another successful year in 2019.

2019 Proxy Statement | 21

Compensation Discussion & Analysis

Contract Value–A Unique Key Performance Metric for Gartner

Total Contract Value (“CV”) represents the value attributable to all of our subscription-related
contracts. It is calculated as the annualized value of contracts in effect at a specific point in time,
without regard to the duration of the contract. CV primarily includes research deliverables for which
revenue is recognized on a ratable basis and other deliverables (primarily conferences tickets) included
with research products for which revenue is recognized when the deliverable is utilized.

Unique to Gartner, Contract Value is our single most
executives on driving both short-term and long-term success for our business and stockholders.

important performance metric.

It

focuses all of our

Contract Value = Both Short-Term and Long-Term Measures of Success
Short-Term ✓ Measures the value of all subscription research contracts in effect at a specific point in

time

Long-Term ✓ Measures revenue that is highly likely to recur over a multi-year period

Comparing CV year over year measures the short-term growth of our business, and, more importantly, also
signals the long–term health of our Research subscription business. We believe that CV is our best, most
informed and leading indicator of long-term Research revenue growth.

Our Research business comprises 80% of our overall revenue and is also our highest contribution margin
business (69% for 2018). Further, many of our Research contracts are multi-year agreements, and our Research
enterprise client retention and retained contract value (or wallet retention) are consistently very high. As a result,
CV is predictive of revenue highly likely to recur over a 3 – 5 year period, and a high CV growth rate translates
to high, long-term revenue and profit growth. In addition, our clients pay us upfront when they purchase our
research subscription, which drives strong cash flow. For all these reasons, the Board believes that Research
revenue growth is the most important driver of the Company’s profit growth.

Accordingly, growing CV drives both short-term and long-term corporate performance and shareholder value. As
such, all Gartner executives and associates are focused at all times on growing CV. This, coupled with the fact
that our investors are also focused on this metric, ensures that we are aligned on the long-term success of the
Company.

2019 Proxy Statement | 22

Our strong results have fueled stock price growth which compared favorably to comparison groups as shown
below.

Compensation Discussion & Analysis

Comparison of Gartner Cumulative Five Year Total Shareholder Return 
Versus Market Indices

Gartner

Proxy Peers

Tech Sector

NASDAQ

S&P500

$250

$175

$100

5 year TSR CAGR:
Gartner
Proxy peers
Tech sector 
NASDAQ TR
S&P 500 TR

12.5%
16.4%
11.6%
11.0%
6.3%

FYE 2013

FYE 2014

FYE 2015

FYE 2016

FYE 2017

FYE 2018

“Proxy Peers” represents the proxy peer group disclosed on page 28. Three of these companies (CA Inc., The
Dun & Bradstreet Corporation (“DNB”), and Red Hat, Inc.) were acquired or in the process of being acquired in
2018. As of year-end 2018, CA TSR was not available for comparison purposes, and DNB and Red Hat TSRs
were not impacted by the broad market decline in December 2018 due to prior announcement of their acquisition
prices. “Tech Sector” represents the S&P Technology Select Sector Industry Index (XLK). All comparisons are on
a total return basis, including dividends.

Key Attributes of our Executive Compensation Program – Pay for Performance

Our executive compensation plan design has successfully motivated senior management to drive
It is heavily weighted
outstanding corporate performance since it was first implemented in 2006.
towards incentive compensation.

Its key features are as follows:

✓ 100% of our 2018 executive equity awards and executive bonus awards are performance-based.
✓ 70% of our executive equity awards, and 100% of our executive bonus awards are subject to
forfeiture in the event the Company fails to achieve performance objectives established by our
Compensation Committee.

✓ 92% of our CEO’s target total compensation (81% in the case of our other NEOs) is in the form

of incentive compensation (bonus and equity awards).

✓ 83% of our CEO’s target total compensation (66% in the case of our other NEOs) is in the form

of equity awards.

✓ Earned equity awards may increase or decrease in value based upon stock price movement

during longer than typical vesting period of 4 years.

2019 Proxy Statement | 23

Compensation Discussion & Analysis

Our Compensation Best Practices

Our compensation practices motivate our executives to achieve our operating plans and execute our
corporate strategy without taking undue risks. These practices, which are consistent with “best
practices” trends, include the following:

✓ We have an independent Compensation Committee.
✓ We have an independent compensation consultant that reports directly to the Compensation

Committee.

✓ We annually assess the Company’s compensation policies to ensure that the features of our

program do not encourage undue risk.

✓ All executive officers are “at will” employees and only our CEO has an employment agreement.
✓ We have a clawback policy applicable to all executive incentive compensation (cash bonus and

equity awards).

✓ We have robust stock ownership guidelines for our directors and executive officers.
✓ We have holding period requirements that require 50% of net after tax shares from all released
equity awards to be held by a director or executive officer until stock ownership guidelines are
satisfied.

✓ We prohibit hedging and pledging transactions in company securities.
✓ We do not provide excise tax gross up payments.
✓ We encourage retention by providing for equity awards that vest 25% per year over 4 years,

commencing on the grant date anniversary.

✓ The potential annual payout on incentive compensation elements is limited to 2 times target.
✓ Our equity plan prohibits:

O a vesting period of less than 12 months on equity awards;
O repricing stock options and surrendering outstanding options for new options with a lower

exercise price without stockholder approval;

O cash buyouts of underwater options or stock appreciation rights without stockholder

approval;

O “liberal share recycling”; and
O granting options or stock appreciation rights with an exercise price less than the fair market

value of the Company’s common stock on the date of grant.

✓ We do not grant equity awards to our directors or executive officers during closed trading

windows.

In 2019, the Board of Directors eliminated “single-trigger” change in
control vesting of the CEO’s equity awards issued after February
2019. The CEO and the Board recognize this as a best practice and
agreed to make this change in the best interest of the Company.

COMPENSATION SETTING PROCESS FOR 2018

This discussion explains the objectives of the Company’s compensation policies; what the compensation program
is designed to reward; each element of compensation and why the Company chooses to pay each element; how
the Company determines the amount (and, where applicable, the formula) for each element of pay; and how each

2019 Proxy Statement | 24

Compensation Discussion & Analysis

compensation element and the Company’s decisions regarding that element fit
compensation objectives and affect decisions regarding other elements.

into the Company’s overall

The Objectives of the Company’s Compensation Policies

The objectives of our compensation policies are threefold:

➢ to attract, motivate and retain highly talented, creative and entrepreneurial individuals by

paying market-based compensation;

➢ to motivate our executives to maximize the performance of our Company through
pay-for-performance compensation components based on the achievement of corporate
performance targets that are aggressive, but attainable, given economic conditions; and

➢ to ensure that, as a public company, our compensation structure and levels are reasonable

from a stockholder perspective.

What the Compensation Program Is Designed to Reward

Our guiding philosophy is that the more executive compensation is linked to corporate performance, the stronger
the inducement is for management to strive to improve Gartner’s performance. In addition, we believe that the
design of the total compensation package must be competitive with the marketplace from which we hire our
executive talent in order to achieve our objectives and attract and retain individuals who are critical to our long-
term success. Our compensation program for executive officers is designed to compensate individuals for
achieving and exceeding corporate performance objectives. We believe this type of compensation encourages
outstanding team performance (not simply individual performance), which builds stockholder value.

Both short-term and long-term incentive compensation is earned by executives only upon the achievement by the
Company of certain measurable performance objectives that are deemed by the Compensation Committee and
management to be critical to the Company’s short-term and long-term success. The amount of compensation
ultimately earned will increase or decrease depending upon Company performance and the underlying price of
our Common Stock (in the case of long-term equity-based incentive compensation).

Principal Compensation Elements and Objectives

To achieve the objectives noted above, we have designed executive compensation to consist of three principal
elements:

Base Salary

Short-Term Incentive
Compensation (cash bonuses)

Long-Term Incentive
Compensation (equity awards)

➢ Pay competitive salaries to attract and retain the executive
talent necessary to develop and implement our corporate
strategy and business plan
responsibilities of

the position, experience of

➢ Reflect

the

executive and marketplace in which we compete for talent
➢ Motivate executives to generate outstanding performance and

achieve or exceed annual operating plan

➢ Align compensation with results
➢ Ensure rewards are commensurate with long-term performance

and promote retention

➢ Align executive rewards with long-term stock price appreciation
➢ Facilitate the accumulation of Gartner shares by executives,
thereby enhancing ownership and ensuring greater alignment
with stockholders

2019 Proxy Statement | 25

Compensation Discussion & Analysis

How the Company Determines Executive Compensation

In General
The Company set aggressive performance goals in planning 2018 executive compensation. In order for our
executives to earn target compensation,
the Company needed to exceed double digit growth in two key
performance metrics, as discussed below.

The Compensation Committee established performance objectives for short-term (bonus) and long-term (equity)
incentive awards at levels that it believed would motivate performance and be adequately challenging. The target
performance objectives were intended to compel the level of performance necessary to enable the Company to
achieve its operating plan for 2018.

In order to achieve target compensation, executives must achieve performance
objectives that were set at growth rates that significantly exceeded market norms. In
other words, if we were to achieve market norm financial performance, our delivered
compensation would be well below target compensation and well below payouts
achieved at peer companies. If we achieved our plan targets, which were higher than
market, executives would earn average pay. If we exceeded our plan targets, we would
have out-performed the majority of peer companies and, at that point, executives
would earn pay that exceeded market compensation.

For example, in establishing Gartner’s 2018 target CV growth rate, we compared our
CV growth rate target against the revenue growth rate of the broader market (i.e., S&P
500) as well as our peer group. On a trailing 3 and 5 year basis, the broader market
grew by a rate that was 5% under our target growth rate. In fact, our target growth rate
was higher than the 75th percentile of the broader market. Additionally, our target
growth rate exceeded the median of our proxy peer group over the same time periods.
The combination validated that we had a high performing proxy peer group and that
we set strong targets.

The Compensation Committee believes that using a one-year performance measure for our long-term incentive
awards helps accelerate growth and sustained performance. If we have a strong year, the goals for the following
year are established on top of the high bar that was already set. If we had a three-year performance measure and
the Company overachieved in the first year, the bar would be set lower in years 2 and 3 and may demotivate our
associates. A three-year performance period may also be less aggressive if business cycle risks are factored into
long-term goals, while a one-year performance period allows us to more readily factor in changes in market
conditions.

The short-term and long-term incentive objectives provide executives with opportunity to increase their total
compensation package based upon the over-achievement of Company performance; similarly, in the case of
under-achievement of corporate performance, the value of incentive awards will fall below their target value,
decreasing the total compensation opportunity. In addition, we assign a greater weighting to long-term incentives
than short-term awards in order to promote long-term decision-making to deliver top corporate performance, align
management to stockholder interests and retain executives. We believe that long-term equity-based awards with
vesting terms that are based on the achievement of pre-set financial targets serve as a strong retention incentive.

2019 Proxy Statement | 26

Compensation Discussion & Analysis

Determining Awards
Salary, short-term and long-term incentive compensation levels for executive officers (other than the CEO) are
recommended by the CEO and are subject to approval by the Compensation Committee. In formulating his
recommendation to the Compensation Committee,
these
executives and considers input from human resources personnel at the Company, as well as benchmarking data
from the compensation consultant and external market data (discussed below).

the CEO undertakes a performance review of

Salary, short-term and long-term incentive compensation levels for the CEO’s compensation are established by
the Compensation Committee within the parameters of Mr. Hall’s employment agreement with the Company. In
making its determination with respect to Mr. Hall’s compensation, the Compensation Committee evaluates his
from the
performance in conjunction with the Governance Committee and after soliciting additional
Chairman of the Board and other directors; considers input from the Committee’s compensation consultant; and
reviews benchmarking data pertaining to CEO compensation practices at our peer companies and general trends.
See Employment Agreements with Executive Officers – Mr. Hall below for a detailed discussion of Mr. Hall’s
agreement.

input

Effect of Stockholder Advisory Vote on Executive Compensation, or Say on Pay

2018 Say on Pay Approval = 90% of votes cast

The Board has resolved to present Say on Pay proposals to stockholders on an annual basis, respecting the
sentiment of our stockholders as expressed in 2017. The Company and the Compensation Committee will
consider the results on this year’s advisory Say on Pay proposal
in future executive compensation planning
activities. Over
the past several years, stockholders have consistently strongly supported our executive
compensation program. We also engage our stockholders periodically to solicit their feedback on executive
compensation and corporate governance matters. As such, no changes were made to the core structure of our
compensation program as a result of the 2018 Say on Pay vote.

Benchmarking and Peer Group
Executive compensation planning for 2018 began mid-year in 2017. Our Compensation Committee commissioned
Exequity, an independent compensation consultant,
to perform a competitive analysis of our executive
compensation practices (the “Compensation Study”). Exequity’s findings were considered by the Compensation
Committee and by management in planning our 2018 executive compensation program. The Compensation Study
utilized market data provided by Aon Hewitt pertaining to compensation paid to individuals occupying senior
executive positions at Gartner’s selected peer group of companies for executive compensation benchmarking
purposes (the “Peer Group”), effective as of January 1, 2018.

2019 Proxy Statement | 27

Compensation Discussion & Analysis

The Compensation Committee reviews the Peer Group annually to ensure comparability based on Gartner’s
operating characteristics, labor market relevance and defensibility. The 2018 competitive analysis compared
Gartner’s target compensation to the Peer Group. The Peer Group comprised 16 publicly-traded companies that
resemble Gartner in size (in terms of revenues and number of employees), have a similar business model and
with whom Gartner competes for executive talent. Gartner ranked at the 69th percentile in revenues relative to the
Peer Group. Peer Group companies included:

Adobe Systems Incorporated

Intuit Inc.

Autodesk, Inc.

CA Inc.

Moody’s Corporation

Nuance Communications, Inc.

Cadence Design Systems, Inc.

Citrix Systems, Inc.

VMWare, Inc.

Red Hat, Inc.

The Dun & Bradstreet Corporation

salesforce.com, inc

Equifax Inc.

IHS Markit Ltd

Synopsys, Inc.

Verisk Analytics, Inc.

Management and the Compensation Committee concluded that
mid-2017, was appropriate for 2018 executive compensation planning purposes given comparability to Gartner.

the Peer Group, which was established in

The Compensation Committee does not target NEO’s pay to a specified percentile relative to the Peer Group, but
rather reviews Peer Group market data at the 25th, 50th and 75th percentile for each element of compensation,
including Base Salary, Target Total Cash (Base Salary, plus Target Bonus) and Target Total Compensation
(Target Total Cash plus long-term incentives).

The result of the competitive analysis indicated that Gartner’s 2017 aggregate NEO (including CEO) Base Salary
approximated the Peer Group median, whereas Target Total Cash and Target Total Compensation trailed the
median, with variance in positioning by executive. In order to remain competitive in the market place and in light of
Gartner’s philosophy to pay a greater percentage of total compensation in the form of performance-based
compensation and, in particular, performance-based long-term incentive compensation, the Committee approved
a 3.2 % merit increase to base salary for Messrs. Dawkins and McVeigh and a 3% increase to base salary for
Ms. Kranich, as well as a 5% point increase to target bonus and a 10.8% merit increase to the annual long-term
incentive compensation award value for these three NEOs for 2018. Mr. Hall received an 11.0% merit increase to
his annual long-term incentive award value only. Mr. Safian is still relatively new in his role of CFO, and as a result
trailed the market median of the Peer Group in all elements of compensation. Consistent with the Company’s
philosophy of moving executives to fully competitive rates over time, the Committee adjusted his compensation by
increasing his base salary by 4.5%, his target bonus percent by 5%, and increased his annual long-term incentive
award value by 25.8%. The table below summarizes the increases in each element of compensation for 2018
approved by the Compensation Committee:

NEO

Base Salary

Target Bonus Percent

Long-term Incentive
Award

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

0%

4.5%

3.2%

3.0%

3.2%

0%

5%

5%

5%

5%

11.0%

25.8%

10.8%

10.8%

10.8%

2019 Proxy Statement | 28

Compensation Discussion & Analysis

In addition, the Compensation Committee annually reviews an analysis conducted by Exequity that evaluates the
connection between Gartner’s executive pay and Company performance as measured by Total Shareholder
Return and Shareholder Value against the relationship exhibited by the Peer Group. The analysis indicates that
pay realized by Gartner’s NEOs is generally well aligned with Company performance. Gartner has historically
performed above the peer group median and has paid at or above median total compensation, which is consistent
with the Company’s pay-for-performance philosophy.

We continue to move the pay ratio of our CEO to the next highest paid NEO towards 3 to 1 and the pay ratio of
our CEO to the average of all the other NEOs towards 4 to 1. For our current NEOs, following the compensation
changes in 2019, we expect these pay ratios to be under 3 to 1 and 4 to 1, respectively, on a go forward basis.

Executive Compensation Elements Generally

Pay Mix
The following charts illustrate the relative mix of target compensation elements for the NEOs in 2018. Long-term
incentive compensation consists of PSUs, SARs and time-based restricted stock units (RSUs), and represents a
majority of the compensation we pay to our NEOs – 83% to the CEO and 66% to all other NEOs. We weigh
compensation more heavily to long-term incentives because we believe that it contributes to a greater degree to
the delivery of top performance and the retention of employees than does cash and short-term compensation
(bonus).

CEO

8%

9%

83%

ALL OTHER NEO’S

19%

15%

66%

Base

Bonus

Equity

Base

Bonus

Equity

Base Salary
We set base salaries of executive officers when they join the Company or are promoted to an executive role, by
evaluating the responsibilities of the position, the experience of the individual and the marketplace in which we
In addition, where possible, we consider salary information for
compete for the executive talent we need.
comparable positions for members of our Peer Group or other available benchmarking data. In determining
whether to award salary merit increases, we consider published projected U.S. salary increase data for the
technology industry and general market, as well as available world-wide salary increase data. Mr. Hall’s salary
increase is established each year by the Compensation Committee after completion of Mr. Hall’s performance

2019 Proxy Statement | 29

Compensation Discussion & Analysis

evaluation for the preceding year. The following table sets forth the 2017 and 2018 base salary of each NEO and
the corresponding year-over-year percentage increase:

NEO

2017 Base Salary ($)

2018 Base Salary ($)

Percentage Increase

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

908,197

550,000

464,944

464,944

464,944

908,197

575,000

480,000

478,892

480,000

0%

4.5%

3.2%

3.0%

3.2%

Short-Term Incentive Compensation (Cash Bonuses)

All bonuses to executive officers are awarded pursuant to Gartner’s stockholder-approved Executive Performance
Bonus Plan. This plan is designed to motivate executive officers to achieve goals relating to the performance of
Gartner, its subsidiaries or business units, or other objectively determinable goals, and to reward them when
those objectives are satisfied. We believe that the relationship between proven performance and the amount of
short-term incentive compensation paid promotes, among executives, decision-making that increases stockholder
value and promotes Gartner’s success.

In 2018, bonus targets for all NEOs, including Mr. Hall, were based solely upon achievement of 2018 company-
wide financial performance objectives (with no individual performance component). The financial objectives and
weightings used for 2018 executive officer bonuses were:

•

•

2018 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which measures
overall profitability from business operations (weighted 50%), on a foreign exchange neutral basis, and

Contract Value (CV) at December 31, 2018 which, as described above, measures the long–term
prospects of our business (weighted 50%), on a foreign exchange neutral basis.

Management and our Compensation Committee continue to believe that EBITDA and CV are the most significant
measurements of profitability and long-term business growth for our Company, respectively. They have been
successfully used for several years as performance metrics applicable to short-term incentive compensation that
drive business performance and that motivate executive officers to achieve outstanding performance.

For 2018, each executive officer was assigned a bonus target that was expressed as a percentage of salary,
which varied from 65% to 105% of salary depending upon the executive’s level of responsibility and in most cases
was 5% greater than the previous year. With respect to our NEOs, 2018 bonus targets as a percentage of base
salary, were 105% for Mr. Hall and 80% for each of Messrs. Safian, Dawkins, McVeigh and Ms. Kranich. The
maximum payout for 2018 bonus was 200% of target if the maximum level of EBITDA and CV were achieved; the
minimum payout was $0 if minimum levels were not achieved. The following table sets forth the threshold, target
and maximum payout amounts for each NEO:

NEO

Threshold ($)

Target ($)

Maximum ($)

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

0

0

0

0

0

953,607

460,000

384,000

383,114

384,000

1,907,214

920,000

768,000

766,228

768,000

2019 Proxy Statement | 30

Compensation Discussion & Analysis

The chart below describes the performance metrics applicable to our 2018 short–term incentive compensation
element. When adopting these financial metrics, the Compensation Committee expressly reserved the authority to
adjust the performance goals to reflect the effect of any merger, acquisition and divestiture activity. In February
2019, the Compensation Committee certified that the results for each performance metrics under the bonus plan
were as follows:

2018 Performance
Objective/ Weight

Target
(100%)(1)

< Minimum
(0%)(1)

2018 EBITDA/50%

$700 million

$572 million

=/>
Maximum
(200%)(1)
$745 million

Actual Results

$691 million

12/31/18 Contract Value/50% $3,123 million

$2,555 million $3,259 million

$3,164 million

(1) The performance goals were adjusted by the Compensation Committee to reflect the effect of the disposition of various non-core

assets in 2018 that were acquired in connection with the acquisition of CEB, Inc. (the “CEB Divestitures”).

The Contract Value results in the table above translated to a payout percentage of 143.5%. For the EBITDA
component, the results above translated to a payout percentage of 91.3%. Since each objective was weighted
50%, based on these results, the Compensation Committee determined that earned cash bonuses for each NEO
were 117.4% of target bonus amounts. These bonuses were paid in February 2019. See Summary Compensation
Table – Non-Equity Incentive Plan Compensation for the amount of cash bonuses earned by our NEOs in 2018.

Long-Term Incentive Compensation (Equity Awards)
Promoting stock ownership is a key element of our compensation program philosophy. Stock-based incentive
compensation awards – especially when they are assigned a combination of performance and time-based vesting
criteria–induce enhanced performance, promote retention of executive officers and align executives’ personal
rewards with long-term stock price appreciation, thereby integrating management and stockholder interests. We
have evaluated different types of long-term incentives based on their motivational value, cost to the Company and
appropriate share utilization under our stockholder-approved 2014 Long-Term Incentive Plan (“2014 Plan”) and
have determined that generally stock-settled stock appreciation rights (“SARs”) and performance-based restricted
stock units (“PSUs”) create the right balance of motivation, retention, alignment with stockholders and share
utilization.

SARs permit executives to benefit from an increase in stock price over time. SAR value can be realized only after
the SAR vests. Our SARs are stock-settled and vested SARs may be exercised up to seven years from grant
date. When the SAR is exercised, the executive receives shares of our Common Stock equal in value to the
aggregate appreciation in the price of our Common Stock from the date of grant to the exercise date for all SARs
exercised. Therefore, SARs only have value to the extent the price of our Common Stock exceeds the grant price
of the SAR. In this way, SARs motivate our executives to increase stockholder value and thus align their interests
with those of our stockholders.

PSUs offer executives the opportunity to receive our Common Stock contingent on the achievement of
performance goals and continued service over the vesting period. PSU recipients are eligible to earn a target
fixed number of restricted stock units if and to the extent stipulated one-year performance goals are achieved.
They can earn more units if the Company over-performs (up to 200% of their target number of units), and they will
earn fewer units (and potentially none) if the Company under-performs. PSUs encourage executives to increase
stockholder value while promoting executive retention over the long-term. Released shares have value even if our
Common Stock price does not increase, which is not the case with SARs.

Consistent with weightings in prior years, when the compensation program was established in early 2018, 30% of
each executive’s long-term incentive compensation award value was granted in SARs and 70% was granted in

2019 Proxy Statement | 31

Compensation Discussion & Analysis

PSUs. PSUs deliver value utilizing fewer shares since the executive can earn the full share rather than just the
appreciation in value over the grant price (as is the case with SARs). Additionally, the cost efficiency of PSUs
enhances the Company’s ability to conservatively utilize the 2014 Plan share pool, which is why we conveyed a
larger portion of the 2018 overall
long-term incentive compensation value in PSUs rather than in SARs. For
purposes of determining the number of SARs awarded, the allocated SAR award value is divided by the Black-
Scholes-Merton valuation on the date of grant using assumptions appropriate on that date. For purposes of
determining the target number of PSUs awarded, the allocated target PSU award value is divided by the closing
price of our Common Stock on the date of grant as reported by the New York Stock Exchange.

All SARs and PSUs are earned, vest and, with respect to PSUs, release 25% per year commencing one (1) year
from grant and on each anniversary thereof, subject to continued service on the applicable vesting date. We
believe that this vesting schedule effectively focuses our executives on delivering long-term value growth for our
stockholders and drives retention. The maximum payout for the 2018 PSUs was 200% of target if the maximum
level of CV was achieved; the PSUs are subject to forfeiture if minimum levels of performance are not achieved.

The Compensation Committee approved CV (measured at December 31, 2018) as the performance measure
underlying PSUs awarded in 2018. As noted earlier, we continue to believe that CV is the best performance
metric to measure the long–term prospects of our business because it is predictive of future revenue.

The chart below describes the performance metrics applicable to the PSU portion of our 2018 long–term incentive
compensation element measured on a foreign exchange neutral basis. When adopting the performance metrics,
the Compensation Committee expressly reserved the authority to adjust the performance goals to reflect the
effect of any merger, acquisition and divestiture activity. In February 2019, the Compensation Committee certified
the result as follows:

2018 Performance
Objective/Weight

Target
(100%)(1)

Target
Growth
YOY(2)

< Minimum
(0%)(1)

Maximum
(200%)(1)

Actual
(measured at
12/31/18)

Payout
(% of
Target)

Actual
Growth
YOY(2)

Contract
Value/100%

$3,123 million

10% $2,555 million $3,259 million $3,164 million 143.5% 11.4%

(1) The performance goals were adjusted by the Compensation Committee to reflect the effect of the CEB Divestitures.
(2) The growth rates are adjusted for the effect of the CEB Divestitures.

The CV target represented double digit growth. Actual CV certified by the Compensation Committee in early 2019
was $3,164 million, exceeding the target amount. Based on this, the Compensation Committee determined that
143.5% of the target number of PSUs was earned based on the established performance goals. The PSUs were
adjusted by this factor in early 2019 after certification of the achievement of this performance measure by the
Compensation Committee, and 25% of the adjusted awards vested on the first anniversary of the grant date. See
Grants of Plan-Based Awards Table – Possible Payouts Under Equity Incentive Plan Awards and accompanying
footnotes below for the actual number of SARs and PSUs awarded to our NEOs in 2018.

Additional Compensation Elements

We maintain a non-qualified deferred compensation plan for our highly compensated employees, including our
executive officers, to assist eligible participants with retirement and tax planning by allowing them to defer
compensation in excess of amounts permitted to be deferred under our 401(k) plan. This plan allows eligible
participants to defer up to 50% of base salary and/or 100% of bonus to a future period. In addition, as a further
inducement to participation in this plan, the Company presently matches contributions by executive officers,
subject to certain limits. For more information concerning this plan, see Non-Qualified Deferred Compensation
Table and accompanying narrative and footnotes below.

2019 Proxy Statement | 32

Compensation Discussion & Analysis

In order to further achieve our objective of providing a competitive compensation package with great retention
value, we provide various other benefits to our executive officers that we believe are typically available to, and
expected by, persons in senior business roles. Our basic executive perquisites program includes 35 days paid
time off (PTO) annually, severance and change in control benefits (discussed below) and relocation services
where necessary due to a promotion. Mr. Hall’s perquisites, severance and change in control benefits are
governed by his employment agreement with the Company, which is discussed in detail below under Employment
Agreements With Executive Officers – Mr. Hall. For more information concerning perquisites, see Other
Compensation Table and accompanying footnotes below.

OTHER COMPENSATION POLICIES AND INFORMATION

Executive Stock Ownership and Holding Period Guidelines

In order to align management and stockholder interests, the Company has adopted stock ownership guidelines
for our executive officers as follows: the CEO is required to hold shares of Common Stock with a value at least
equal to six (6) times his base salary, and all other executive officers are required to hold shares of Common
Stock with a value at least equal to three (3) times their base salary. For purposes of computing the required
holdings, officers may count shares directly held, as well as vested and unvested restricted stock units and PSUs,
but not options or SARs.

Additionally, the Company imposes a holding period requirement on our executive officers. If an executive officer
of the Company is not in compliance with the stock ownership guidelines, the executive is required to maintain
ownership of at least 50% of the net after-tax shares of Common Stock acquired from the Company pursuant to
all equity-based awards received from the Company, until such individual’s stock ownership requirement is met.
At December 31, 2018, all the NEOs were in compliance with these guidelines.

Clawback Policy

The Company has adopted a clawback policy which provides that the Board of Directors (or a committee thereof)
may seek recoupment to the Company from a current or former executive officer of the Company who engages in
fraud, omission or intentional misconduct that results in a required restatement of any financial reporting under the
securities or other laws, and that the cash-based or equity-based incentive compensation paid to the officer
exceeds the amount that should have been paid based upon the corrected accounting restatement, resulting in an
excess payment. Recoupment includes the reimbursement of any cash-based incentive compensation (bonuses)
paid to the executive, cancellation of vested and unvested performance-based restricted stock units, stock options
and stock appreciation rights, and reimbursement of any gains realized on the sale of released stock unit awards
and the exercise of stock options or stock appreciation rights and subsequent sale of underlying shares.

to the Dodd-Frank Act,

Pursuant
the SEC has issued proposed rules applicable to the national securities
exchanges (including the NYSE on which our Common Stock is listed for trading) prohibiting the listing of any
security of an issuer that does not provide for the recovery of erroneously awarded incentive-based compensation
where there has been an accounting restatement. We are awaiting adoption of the final SEC rules on this matter,
at which time we will determine whether an amendment to our policy is necessary.

Hedging and Pledging Policies

The Company’s Insider Trading Policy prohibits all directors, executive officers and other employees from
engaging in any short selling, hedging and/or pledging transactions with respect to Company securities.

2019 Proxy Statement | 33

Compensation Discussion & Analysis

Accounting and Tax Impact

In setting 2018 compensation, the Compensation Committee and management considered that for taxable years
beginning after December 31, 2017, the exemption from Code Section 162(m)’s deduction limit that formerly
for certain grandfathered
existed for certain “performance-based” compensation was repealed (except
compensation arrangements that were in effect as of November 2, 2017). Accordingly, we expect
that
compensation awarded to our executives who are “covered employees” under Section 162(m) in 2018 and
subsequent years will not be deductible to the extent that it results in compensation above the $1 million threshold
established under Section 162(m). Furthermore, the rules and regulations promulgated under Section 162(m) are
complicated and subject to change. As such, there can be no assurance that any grandfathered compensation
awarded in prior years will be fully tax deductible when paid. .Notwithstanding repeal of the exemption for
“performance-based” compensation,
the Compensation Committee intends to operate our executive
compensation program in a manner that they believe best aligns compensation with our pay-for-performance
philosophy.

Grant of Equity Awards

The Board of Directors has a formal policy with respect to the grant of equity awards under our equity plans.
Under our 2014 Plan, equity awards may include stock options, stock appreciation rights, restricted stock awards
restricted stock units (RSUs) and performance-based restricted stock units. The Compensation
(RSAs),
Committee may not delegate its authority with respect to Section 16 persons, nor in any other way which would
jeopardize the plan’s qualification under Code Section 162(m) (as in effect prior to 2018 for grandfathered
awards) or Exchange Act Rule 16b-3. Accordingly, our policy specifies that all awards to our Section 16 executive
officers must be approved by the Compensation Committee on or prior to the award grant date, and that all such
awards will be made and priced on the date of Compensation Committee approval, except in the case of new
hires, which is discussed below.

Consistent with the 2014 Plan, the Compensation Committee annually approves a delegation of authority to the
CEO to make equity awards under our equity Plan to Gartner employees (other than Section 16 reporting
persons) on account of new hires, retention or promotion without the approval of the Compensation Committee. In
2018, the delegation of authority specified a maximum grant date award value of $500,000 per individual, and a
this
maximum aggregate grant date award value of $5,000,000 for the calendar year. For purposes of
computation, in the case of RSAs, RSUs and PSUs, value is calculated based upon the fair market value (defined
as the closing price on the date of grant as reported by the New York Stock Exchange) of a share of our Common
Stock, multiplied by the number of RSAs, RSUs or PSUs awarded. In the case of options and SARs, the grant
date value of the award will be the Black-Scholes-Merton calculation of the value of the award using assumptions
appropriate on the award date. Any awards made under the CEO-delegated authority are reported to the
Compensation Committee at the next regularly scheduled committee meeting.

As discussed above, the structure and value of annual
long-term incentive awards comprising the long-term
incentive compensation element of our compensation package to executive officers are established and approved
by the Compensation Committee in the first quarter of each year. The specific terms of the awards (number of
PSUs and SARs and related performance criteria) are determined, and the awards are approved and made, on
the same date and after the release of the Company’s prior year financial results.

It is the Company’s policy not to make equity awards to executive officers prior to the release of material
non-public information. Generally speaking, awards for newly hired executives that are given as an inducement to
joining the Company are made on the 15th or 30th day of the month first following the executive’s start date, and
retention and promotion awards are made on the 15th or 30th day of the month first following the date of
Compensation Committee approval; however, we may delay making these awards pending the release of material
non-public information.

2019 Proxy Statement | 34

Compensation Discussion & Analysis

COMPENSATION COMMITTEE REPORT

Inc. has reviewed and discussed the
The Compensation Committee of
the Board of Directors of Gartner,
the
Compensation Discussion and Analysis with management. Based upon this review and discussion,
Compensation Committee recommended to the Board of Directors that
the Compensation Discussion and
Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and
the Company’s proxy statement for the 2019 Annual Meeting of Stockholders.

Compensation Committee of the Board of Directors

Anne Sutherland Fuchs
Raul E. Cesan
Eileen Serra

2019 Proxy Statement | 35

COMPENSATION TABLES AND NARRATIVE DISCLOSURES

All compensation data contained in this Proxy Statement is stated in U.S. Dollars.

Summary Compensation Table

This table describes compensation earned by our NEOs in the years indicated. As you can see from the table and
consistent with our compensation philosophy discussed above, long-term incentive compensation in the form of
equity awards comprises a significant portion of total compensation.

Name and Principal
Position

Eugene A. Hall, Chief
Executive Officer
(PEO) (5)

Craig W. Safian, EVP
& Chief Financial Officer
(PFO)

Alwyn Dawkins, EVP,
Conferences

Robin Kranich, EVP,
Human Resources

David McVeigh, EVP,
Global Business Sales

Base
Salary
(1)

Stock
Awards
(2)

Option
Awards
(2)

Year

2018 908,197 6,537,043 2,801,583

2017 908,197 6,889,130 2,523,939

2016 901,584 5,608,763 2,403,764

2018 568,750 1,644,887

704,983

2017 541,250 1,374,873

492,851

2016 503,260

999,949

428,561

2018 476,236 1,133,573

485,861

2017 461,559 1,076,004

386,189

2016 448,115

834,385

357,588

2018 475,405 1,133,573

485,861

2018 476,236 1,133,573

485,861

2017 461,559 1,076,004

386,189

Non-Equity
Incentive Plan
Compensation
(1), (3)

All Other
Compensation
(4)

Total

1,119,534

1,432,317

1,203,451

540,040

619,575

454,951

450,816

523,759

398,769

449,775

450,816

523,759

136,160 11,502,517

120,647 11,874,230

125,308 10,242,870

47,533

3,506,193

47,158

3,075,707

49,631

2,436,352

49,414

2,595,900

43,530

2,491,041

48,036

2,086,893

39,967

2,584,581

40,000

2,586,486

34,675

2,482,186

(1) All NEOs elected to defer a portion of

their 2018 salary and/or 2018 bonus under the Company’s
Non-Qualified Deferred Compensation Plan. Amounts reported include the 2018 deferred portion, and
accordingly does not include amounts, if any, released in 2018 from prior years’ deferrals. See Non-Qualified
Deferred Compensation Table below.

(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of
performance-based restricted stock units, or PSUs (Stock Awards), time-based restricted stock units, or
RSUs (Stock Awards), and stock-settled stock appreciation rights, or SARs (Option Awards), granted to the
NEOs.

The value reported for the annual PSU awards is based upon the probable outcome of the performance
objective as of the grant date, which is consistent with the grant date estimate of the aggregate compensation
cost to be recognized over the service period, excluding the effect of forfeitures, for the target grant date
award value. The potential maximum value of all PSUs, assuming attainment of the highest level of the
performance conditions, is 200% of the target value. For 2018, the grant date fair value of these PSUs
assuming maximum payout
is as follows: $13,074,086 (Mr. Hall); $3,289,774 (Mr. Safian); $2,267,146
(Messrs. Dawkins and McVeigh and Ms. Kranich). All equity grants are subject to forfeiture. See footnote
(2) to Grants of Plan-Based Awards Table below for additional information. See also Note 8 – Stock-Based
Compensation - in the Notes to Consolidated Financial Statements contained in our Annual Report on
Form 10-K for the year ended December 31, 2018 for additional information.

(3) Represents performance-based cash bonuses earned at December 31 of the applicable year and paid in the
following February. See footnote (1) to Grants of Plan-Based Awards Table below for additional information.

2019 Proxy Statement | 36

(4) See Other Compensation Table below for additional information.

(5) Mr. Hall

is a party to an employment agreement with the Company. See Employment Agreements With

Compensation Tables and Narrative Disclosures

Executive Officers – Mr. Hall below.

Other Compensation Table

This table describes each component of the All Other Compensation column in the Summary Compensation
Table for 2018.

Company
Match
Under
Defined
Contribution
Plans
(1)

Company
Match Under
Non-qualified
Deferred
Compensation
Plan
(2)

7,200

7,200

7,200

7,200

7,200

86,421

40,333

32,800

32,767

32,800

Other
(3)

Total

42,539

136,160

0

9,414

0

0

47,533

49,414

39,967

40,000

Name

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

(1) Represents the Company’s 4% matching contribution in all years to the NEO’s 401(k) account (subject to

limitations).

(2) Represents the Company’s matching contribution to the executive’s contributions to our Non-Qualified
Deferred Compensation Plan. See Non-Qualified Deferred Compensation Table below for additional
information.

(3) In addition to perquisites and benefits specified below, includes other perquisites and personal benefits

provided to the executive.

For Mr. Hall,
includes a car allowance of $30,996 received by him per the terms of his employment
agreement. Also includes a tax gross-up payment of $5,381 that the Company paid to reimburse him on an
after-tax basis for the income imputed in respect of his spouse’s trip to the Company’s Winner’s Circle, which
is a reward event for the Company’s top sales associates.

For Mr. Dawkins, includes tax gross-up payments of $4,515 that the Company paid to reimburse him on an
after-tax basis for the income imputed in respect of his spouse’s trip to the Company’s Winner’s Circle.

2019 Proxy Statement | 37

Compensation Tables and Narrative Disclosures

Grants of Plan-Based Awards Table

This table provides information about awards made to our NEOs in 2018 pursuant to non-equity incentive plans
(our short-term incentive cash bonus program) and equity incentive plans (performance restricted stock units
(PSUs), and stock appreciation rights (SARs) awards comprising long-term incentive compensation under our
2014 Plan).

Name

Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

Possible Payouts Under Non-
Equity Incentive Plan
Awards (1)

Possible Payouts Under Equity Incentive
Plan Awards (2)

Grant
Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum (#)

All other
option
awards:
Number of
securities
underlying
options (#)(2)

Exercise
or Base
Price of
Option
Awards
($/Sh)
($) (3)

Grant Date
Fair Value
of Stock
and Option
Awards
($) (4)

2/8/18

2/8/18

-

2/8/18

2/8/18

-

2/8/18

2/8/18

-

2/8/18

2/8/18

-

2/8/18

2/8/18

-

-

-

0

-

-

0

-

-

0

-

-

0

-

-

0

-

-

-

-

953,607

1,907,214

-

-

-

-

460,000

920,000

-

-

-

-

384,000

768,000

-

-

-

-

383,114

766,227

-

-

-

-

384,000

768,000

0

-

-

0

-

-

0

-

-

0

-

-

0

-

-

57,212 PSUs

114,424 PSUs

-

-

6,537,043

-

-

-

-

14,396 PSUs

28,792 PSUs

-

-

-

-

9,921 PSUs

19,842 PSUs

-

-

-

-

9,921 PSUs

19,842 PSUs

-

-

-

-

9,921 PSUs

19,842 PSUs

-

-

-

-

109,316 SARs

114.26

2,801,583

-

-

-

-

-

1,644,887

27,508 SARs

114.26

704,983

-

-

-

-

-

1,133,573

18,958 SARs

114.26

485,861

-

-

-

-

-

1,133,573

18,958 SARs

114.26

485,861

-

-

-

-

-

1,133,573

18,958 SARs

114.26

485,861

-

-

(1) Represents cash bonuses that could have been earned in 2018 based solely upon achievement of specified
financial performance objectives for 2018 and ranging from 0% (threshold) to 200% (maximum) of target
(100%). Bonus targets (expressed as a percentage of base salary) were 105% for Mr. Hall, and 80% for each
of Messrs. Safian, Dawkins and McVeigh and Ms. Kranich. Performance bonuses earned in 2018 and paid in
February 2019 were adjusted to 117.4% of
their target bonus. The cash bonuses are reported under
Non-Equity Incentive Plan Compensation in the Summary Compensation Table. See Short-Term Incentive
Compensation (Cash Bonuses) in the CD&A for additional information.

(2) Represents the number of PSUs and SARs awarded to the NEOs on February 8, 2018. The target number of
PSUs (100%) for the annual PSU award was subject to adjustment ranging from 0% (threshold) to 200%
(maximum) based solely upon achievement of an associated financial performance objective, and was
adjusted to 143.5% of target in February 2019. The adjusted number of such PSUs awarded was: Mr. Hall –
82,099; Mr. Safian – 20,658; Messrs. Dawkins and McVeigh and Ms. Kranich – 14,236. All PSUs and SARs
vest 25% per year commencing one year from grant, subject to continued employment on the vesting date
in the case of death, disability and retirement. See Long-Term Incentive Compensation (Equity
except
Awards) in the CD&A for additional information.

(3) Represents the closing price of our Common Stock on the New York Stock Exchange on the grant date.

(4) See footnote (2) to the Summary Compensation Table.

2019 Proxy Statement | 38

Compensation Tables and Narrative Disclosures

Certain Employment Agreements with Executive Officers

Our Chief Executive Officer, Mr. Hall, is a party to a long-term employment agreement with the Company. No
other NEO has an employment agreement with the Company.

Mr. Hall – Employment Agreement
The Company and Mr. Hall are parties to a Second Amended and Restated Employment Agreement pursuant to
which Mr. Hall has agreed to serve as chief executive officer of the Company and is entitled to be nominated to
the board of directors (the “CEO Agreement”) until December 31, 2021. The CEO Agreement provides for
automatic one year renewals commencing on January 1, 2022, and continuing each year thereafter, unless either
party provides the other with at least 60 days prior written notice of an intention not to extend the term.

Under the CEO Agreement, Mr. Hall is entitled to the following annual compensation components:

Component

Base Salary

Description
➢ $908,197, subject to adjustment on an annual basis by the Compensation

Committee

Target Bonus

➢ 105% of annual base salary (target), adjusted for achievement of specified

Company and individual objectives

➢ The actual bonus paid may be higher or lower than target based upon over- or
under- achievement of objectives, subject to a maximum actual bonus of 210%
of base salary

Long – term
incentive award

➢ Aggregate annual value on the date of grant at least equal to $9,874,375
minus the sum of base salary and target bonus for the year of grant (the
“Annual Incentive Award”)

➢ The Annual Incentive Award will be 100% unvested on the date of grant, and
vesting will depend upon the achievement of performance goals to be
determined by the Compensation Committee

➢ The terms and conditions of each Annual Incentive Award will be determined
by the Compensation Committee, and will be divided between restricted stock
units (RSUs) and stock appreciation rights (SARs)

➢ The number of RSUs initially granted each year will be based upon the
assumption that specified Company objectives set by the Compensation
Committee will be achieved, and may be adjusted so as to be higher or lower
than the number initially granted for over- or under- achievement of such
specified Company objectives

Other

➢ Car allowance
➢ All benefits provided to senior executives, executives and employees of the
Company generally from time to time, including medical, dental, life insurance
and long-term disability

➢ Entitled to be nominated for election to the Board

2019 Proxy Statement | 39

Compensation Tables and Narrative Disclosures

Termination and Related Payments – Mr. Hall

Involuntary or Constructive Termination (no Change in Control)
Mr. Hall’s employment is at will and may be terminated by him or us upon 60 days’ notice. If we terminate
Mr. Hall’s employment involuntarily (other than within 24 months following a Change In Control (defined below))
and without Business Reasons (as defined in the CEO Agreement) or a Constructive Termination (as defined in
the CEO Agreement) occurs, or if the Company elects not to renew the CEO Agreement upon its expiration and
Mr. Hall terminates his employment within 90 days following the expiration of the CEO Agreement, then Mr. Hall
will be entitled to receive the following benefits:

Component

Base Salary

Short-Term
Incentive Award
(Bonus)

Long – Term
Incentive Award

Description
➢ accrued base salary and unused paid time off (“PTO”) through termination
➢ 36 months continued base salary paid pursuant to normal payroll schedule
➢ earned but unpaid bonus
➢ 300% of the average of Mr. Hall’s earned annual bonuses for the three

years preceding termination, payable in a lump sum

➢ 36 months’ continued vesting in accordance with their terms (including
achievement of applicable performance objectives) of all outstanding equity
awards

➢ a lump sum payment in cash equal to the value of any ungranted Annual
Incentive Awards, multiplied by the percentage of such award that would
vest within 36 months following termination (i.e., 75% in the case of a four
year vesting period)

Other

➢ reimbursement for up to 36 months’ COBRA premiums for Mr. Hall and his

family

Payment of severance amounts is conditioned upon execution of a general release of claims against
Company and compliance with 36-month non-competition and non-solicitation covenants.
circumstances, payment will be delayed for six months following termination under Code Section 409A.

the
In certain

Involuntary or Constructive Termination, and Change in Control
Within 24 months of a Change in Control: if Mr. Hall’s employment is terminated involuntarily and without
Business Reasons; or a Constructive Termination occurs; or if the Company elects not to renew the CEO
Agreement upon its expiration and Mr. Hall terminates his employment within 90 days following the expiration of
the CEO Agreement (i.e., double trigger), Mr. Hall will be entitled to receive the following benefits:

Component

Base Salary

Short-Term
Incentive Award
(Bonus)

Long – Term
Incentive Award

Other

Description

➢ accrued base salary and unused PTO through termination
➢ 3 times base salary then in effect, payable 6 months following termination
➢ any earned but unpaid bonus
➢ 3 times target bonus for fiscal year in which Change In Control occurs,

payable 6 months following termination

➢ any ungranted but earned Annual Incentive Awards will be granted
➢ all unvested outstanding equity will have the service requirement deemed
fully satisfied, all performance goals or other vesting criteria will be deemed
achieved (i) if the performance period has been completed, at actual level of
performance, or (ii) if the performance period has not been completed, at
target
level of performance, and all stock options and SARs will be
exercisable as to all covered shares

➢ reimbursement for up to 36 months’ COBRA premiums for Mr. Hall and his family

2019 Proxy Statement | 40

Compensation Tables and Narrative Disclosures

For equity awards granted after February 7, 2019, Mr. Hall’s unvested outstanding equity awards will only vest in
connection with a Change in Control if Mr. Hall’s employment is terminated under the circumstances described
above within 24 months following the Change in Control (i.e., if a “double trigger” occurs). For equity awards
granted on or prior to February 7, 2019, immediately upon a Change in Control (regardless of whether there is a
termination of employment), all of Mr. Hall’s unvested outstanding equity awards will vest in full, all performance
goals or other vesting criteria will be deemed achieved at target levels and all stock options and SARs will be
exercisable as to all covered shares. Additionally, any ungranted, but accrued Annual Incentive Awards will be
awarded prior to consummation of the Change in Control.

Should any payments received by Mr. Hall upon a Change in Control constitute a “parachute payment” within the
meaning of Code Section 280G, Mr. Hall may elect to receive either the full amount of his Change in Control
payments, or such lesser amount as will ensure that no portion of his severance and other benefits will be subject
to excise tax under Code Section 4999 of the Code. Additionally, certain payments may be delayed for six months
following termination under Code Section 409A.

The CEO Agreement utilizes the 2014 Plan definition of “Change in Control” which currently provides that a
Change in Control will occur when (i) there is a change in ownership of the Company such that any person (or
group) becomes the beneficial owner of 50% of our voting securities, (ii) there is a change in the ownership of a
substantial portion of the Company’s assets or (iii) there is a change in the effective control of the Company such
that a majority of members of the Board is replaced during any 12 month period by directors whose appointment
or election is not endorsed by a majority of the members of the Board prior to the date of appointment or election.

In the CEO Agreement, Mr. Hall also agrees not to engage in any competitive activities and not to solicit Gartner
employees for 36 months following termination of employment.

Termination and Related Payments – Other Executive Officers
In the event of termination for cause, voluntary resignation or as a result of death, disability or retirement, no
severance benefits are provided. In the event of termination for cause or voluntary resignation, all equity awards
are forfeited except as discussed below under Death, Disability and Retirement. In the event of termination
without cause (including in connection with a Change in Control), other executive officers are entitled to receive
the following benefits:

Component

Base Salary

Long–Term
Incentive Awards

Description
➢ accrued base salary and unused PTO (not to exceed 25 days) through termination
➢ 12 months continued base salary paid pursuant to normal payroll schedule
➢ If terminated within 12 months of a Change In Control, all unvested outstanding
equity will vest in full (upon adjustment if performance adjustment has not occurred
on termination), and all stock options and SARs will be exercisable as to all
covered shares for 12 months following termination; otherwise unvested awards
are forfeited

➢ If no Change In Control, unvested equity awards are forfeited (except in the case of

death, disability and retirement, discussed below)

Other

➢ Reimbursement for up to 12 months’ COBRA premiums for executive and family

In order to receive severance benefits, the executive officers who are terminated are required to execute and
comply with a separation agreement and release of claims in which, among other things, the executive reaffirms
to confidentiality, non-competition and non-solicitation obligations and releases the
his or her commitment
Company from various employment-related claims. In addition, in the case of NEOs (other than Mr. Hall),

2019 Proxy Statement | 41

Compensation Tables and Narrative Disclosures

severance will not be paid to any executive who refuses to accept an offer of comparable employment from
Gartner or who does not cooperate or ceases to cooperate when being considered for a new position with
Gartner, in each case as determined by the Company. Finally, under certain circumstances, payments and
release of shares may be delayed for six months following termination under Code Section 409A.

Death, Disability and Retirement
Our executive officers are entitled to immediate vesting of all outstanding awards in the case of termination due to
death or disability, and continued vesting depending upon the age of the officer in the case of retirement (as
defined) as described in the following table:

Termination Event

Treatment of Unvested Equity Awards

Death or Disability

Retirement – not eligible

Retirement – eligible

➢ 100% vesting upon event
➢ Unvested awards forfeited
➢ If < 60 years of age, 12 months continued vesting
➢ If 60, 24 months continued vesting
➢ If 61, 36 months continued vesting
➢ If 62 or more, unvested awards vest in full in accordance

with its term

In order to receive retirement vesting, an officer must be retirement “eligible” on the date of retirement; if not, all
unvested awards are forfeited upon retirement. Retirement eligibility is defined in our current equity award
agreements as follows: (i) on the date of retirement the officer must be at least 55 years old and have at least 5
years continued service and (ii) the sum of the officer’s age and years of continued service must be 65 or greater.
At December 31, 2018, of our NEOs, only Mr. Hall qualified for the additional vesting benefit upon retirement.
Disability is defined in our current equity award agreements as total and permanent disability.

For all SAR awards prior to 2015, the SARs remain exercisable for the earlier of the applicable expiration date or
one year from termination in the case of death, disability or retirement. Commencing with the 2015 SAR awards,
the SARs remain exercisable for the earlier of the applicable expiration date or one year from termination in the
case of death and disability, and through the expiration date in the case of retirement. In each case, upon
termination for any other reason, vested SARs remain exercisable for the earlier of the applicable expiration date
or 90 days from the date of termination. In the case of death, disability or retirement, unvested and unadjusted
PSUs to which the officer is entitled will be adjusted based upon achievement of the related performance metric
the officer must be
upon certification by the Compensation Committee.
retirement eligible.

In all cases related to retirement,

Potential Payments upon Termination or Change in Control

Certain Employment Agreements with Executive Officers above contains a detailed discussion of the payments
and other benefits to which our CEO and other NEOs are entitled in the event of termination of employment or
upon a Change In Control, and the amounts payable assuming termination under various circumstances at
December 31, 2018 are set forth below. In each case, each NEO would also be entitled to receive accrued
personal time off (PTO) and the balance in his deferred compensation plan account.

Mr. Hall, CEO

The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of
Common Stock that would be released, to Mr. Hall had his employment been terminated on December 31, 2018

2019 Proxy Statement | 42

Compensation Tables and Narrative Disclosures

(the “Termination Date”) as a result of (i) involuntary termination without cause and/or constructive termination;
(ii) death, disability or retirement; or (iii) a Change In Control. See Outstanding Equity Awards At Fiscal Year End
Table below for a list of Mr. Hall’s unvested equity awards at the end of 2018. Mr. Hall was eligible for retirement
benefits at December 31, 2018.

Involuntary
termination
(severance
benefits)
(1)

Involuntary
termination
(continued
vesting of
equity
awards)
(2)

Death
or disability
(value of
unvested
equity
awards)
(3)

Retirement
(value of
unvested
equity
awards)
(4)

Change in
Control
(severance
benefits)
(5)

Total
Involuntary
termination
(1), (2)

Change in
Control
(acceleration
of
unvested
equity
awards)
(6)

Total
Change in
Control
(5), (6)

7,786,235

38,730,320

46,516,554

41,725,364

41,725,364

6,796,243

38,543,810

45,340,053

(1) Represents the sum of (w) three times base salary in effect at Termination Date; (x) 300% of the average
actual bonus paid for the prior three years (2015, 2016 and 2017); (y) unpaid 2018 bonus; and (z) the amount
of health insurance premiums for Mr. Hall, his spouse and immediate family for 36 months (at rate in effect on
the Termination Date).

(2) Represents (y) the fair market value using the closing price of our Common Stock on December 31, 2018 (the
last NYSE trading in 2018), or $127.84 (the “Year End Price”) of unvested PSUs that would have vested
within 36 months following the Termination Date, plus (z) the spread between the Year End Price and the
exercise price for all in-the-money SARs that would have vested within 36 months following the Termination
Date, multiplied by the number of such SARs. 2018 PSUs are adjusted based upon the performance factor
determined by the Compensation Committee in early 2019.

(3) Represents (y) the fair market value using the Year End Price of all unvested PSUs awarded in 2015, 2016,
2017 and 2018, plus (z) the spread between the Year End Price and the exercise price for all in-the-money,
unvested SARs awarded in 2015, 2016, 2017 and 2018, multiplied by the number of such SARs. 2018 PSUs
are adjusted based upon the performance factor determined by the Compensation Committee in early 2019.

(4) Represents (y) the fair market value using the Year End Price of all unvested PSUs awarded in 2015, 2016,
2017 and 2018 that would have vested within 36 months following the Termination Date, plus (z) the spread
between the Year End Price and the exercise price for all in-the-money, unvested SARs awarded in 2015,
2016, 2017 and 2018 that would have vested within 36 months following the Termination Date, multiplied by
the number of such SARs. 2018 PSUs are adjusted based upon the performance factor determined by the
Compensation Committee in early 2019.

(5) Represents the sum of (w) three times base salary in effect at Termination Date, (x) three times 2018 target
bonus, (y) unpaid 2018 bonus, and (z) the amount of health insurance premiums for Mr. Hall, his spouse and
immediate family for 36 months (at premiums in effect on the Termination Date).

(6) Represents (y) the fair market value using the Year End Price of all unvested PSUs on the Termination Date
(at target in the case of unadjusted 2018 PSUs), plus (z) the spread between the Year End Price and the
exercise price of all in-the-money unvested SARs on the Termination Date, multiplied by the number of such
SARs.

Other Named Executive Officers

The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of
Common Stock that would be released, to our NEOs (other than Mr. Hall) had their employment been terminated

2019 Proxy Statement | 43

Compensation Tables and Narrative Disclosures

on December 31, 2018 (the “Termination Date”) as a result of (i) involuntary termination without cause and/or
constructive termination; (ii) death or disability; or (iii) a Change In Control. None of these NEOs were eligible for
retirement benefits at December 31, 2018. See Outstanding Equity Awards At Fiscal Year End Table below for a
list of unvested equity awards held by each NEO at the end of 2018.

Involuntary
termination
(severance
benefits)
(1)

593,905

498,905

497,287

505,656

Value of
unvested equity
awards
(death, disability
or retirement)
(2)

8,347,975

6,461,304

6,461,304

5,902,468

Value of
unvested equity
awards (Change
In Control)
(3)

7,670,167

6,005,043

6,005,043

5,446,207

Total Change In
Control
(1), (3)

8,264,072

6,503,948

6,502,330

5,951,864

Named Executive Officer

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

(1) Represents 12 months’ base salary in effect on the Termination Date plus the amount of health insurance
premiums for the executive, his or her spouse and immediate family for 12 months (at premiums in effect on
the Termination Date) payable in accordance with normal payroll practices.

(2) Represents (x) the fair market value using the Year End Price ($127.84) of 100% of unvested PSUs awarded
in 2015, 2016, 2017 and 2018, plus (y) the spread between the Year End Price and the exercise price of
100% of all in-the money unvested SARs awarded in 2015, 2016, 2017 and 2018, multiplied by the number of
such SARs, in the event of death or disability, plus (z) the fair market value using the Year End Price of 100%
of unvested RSUs awarded in 2015, 2016, 2017 and 2018. 2018 PSUs are adjusted based upon applicable
performance metrics. Messrs. Safian, Dawkins and McVeigh and Ms. Kranich were not eligible for retirement
benefits on December 31, 2018 and would have forfeited all unvested equity had they retired on the
Termination Date.

(3) Represents (x) the fair market value using the Year End Price of all unvested PSUs and RSUs on the
Termination Date (at target in the case of unadjusted 2018 PSUs), plus (y) the spread between the Year End
Price and the exercise price of all in-the-money unvested SARs on the Termination Date, multiplied by the
number of such SARs.

2019 Proxy Statement | 44

Compensation Tables and Narrative Disclosures

Outstanding Equity Awards at Fiscal Year-End Table

This table provides information on each option (including SARs) and stock (including RSUs and PSUs) award
held by each NEO at December 31, 2018. All performance criteria associated with these awards (except for the
2018 PSU award (see footnote 4)) were fully satisfied as of December 31, 2018, and the award is fixed. The
market value of the stock awards is based on the closing price of our Common Stock on the New York Stock
Exchange on December 31, 2018 (the last business day of the year), which was $127.84. Upon exercise of, or
release of restrictions on, these awards, the number of shares ultimately issued to each executive will be reduced
by the number of shares withheld by Gartner for tax withholding purposes and/or as payment of the exercise price
in the case of options and SARs.

Option Awards

Stock Awards

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Name Executive Officer
Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

(1), (5)
(2), (5)
(3), (5)
(4), (5)
(6)

(1), (5)
(2), (5)
(3), (5)
(4), (5)
(7)

(5)
(1), (5)
(2), (5)
(3), (5)
(4), (5)
(7)

(1), (5)
(2), (5)
(3), (5)
(4), (5)
(7)

(2), (5)
(3), (5)
(4), (5)
(7)
(8)

95,063
72,852
28,650
-
-

15,428
12,989
5,595
-
-

20,080
14,142
10,838
4,384
-
-

-
10,838
4,384
-
-

10,838
4,384
-
-
-

31,687
72,851
85,950
109,316
-

5,142
12,988
16,783
27,508
-

-
4,713
10,837
13,151
18,958
-

-
10,837
13,151
18,958
-

10,837
13,151
18,958
-
-

77.92
80.06
99.07
114.26
-

77.92
80.06
99.07
114.26
-

64.64
77.92
80.06
99.07
114.26
-

-
80.06
99.07
114.26
-

80.06
99.07
114.26
-
-

2/9/22
2/8/23
2/6/24
2/8/25
-

2/9/22
2/8/23
2/6/24
2/8/25
-

2/10/21
2/9/22
2/8/23
2/6/24
2/8/25
-

-
2/8/23
2/6/24
2/8/25
-

2/8/23
2/6/24
2/8/25
-
-

Number of
Shares or
Units of
Stock
That
Have
Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)

3,403,868
26,626
56,746
7,254,409
82,791 10,584,001
-
967,621

-
7,569

4,320
10,116
16,165
-
1,440

-
3,961
8,441
12,666
-
1,120

3,961
8,441
12,666
-
1,120

8,441
12,666
-
1,120
1,430

552,269
1,293,229
2,066,534
-
184,090

-
506,374
1,079,097
1,619,221
-
143,181

506,374
1,079,097
1,619,221
-
143,181

1,079,097
1,619,221
-
143,181
182,811

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, or
Other
Rights
That Have
Not
Vested
($)

-
-
-

-
-
-
114,424 14,627,964
-

-

-
-
-
28,792
-

-
-
-
-
19,842
-

-
-
-
19,842
-

-
-
19,842
-
-

-
-
-
3,680,769
-

-
-
-
-
2,536,601
-

-
-
-
2,536,601
-

-
-
2,536,601
-
-

2019 Proxy Statement | 45

Compensation Tables and Narrative Disclosures

(1) Vest 25% per year commencing 2/9/16.
(2) Vest 25% per year commencing 2/8/17.
(3) Vest 25% per year commencing 2/6/18.
(4) Vests 25% per year commencing 2/8/19. The market value of the Stock Award is presented at maximum
level (200%), and the amount ultimately awarded could range from 0% to 200% of the target award. After
certification of the applicable performance metric in February 2019, the amount actually awarded on
account of Stock Awards was adjusted to 143.5% of target. The actual number of PSUs awarded to the
NEOs is reported in footnote (2) to the Grants of Plan – Based Awards Table.

(5) The amounts shown under Option Awards represent SARs that will be stock-settled upon exercise;
accordingly, the number of shares ultimately received upon exercise will be less than the number of SARs
held by the executive and reported in this table.

(6) Vest 25% per year commencing 2/6/18.
(7) Vest 25% per year commencing 8/10/18.
(8) Vest 25% per year commencing 9/15/16.

Option Exercises and Stock Vested Table

This table provides information for the NEOs for the aggregate number of SARs that were exercised, and stock
awards that vested and released, during 2018 on an aggregate basis, and does not reflect shares withheld by the
Company for exercise price or withholding taxes.

Option Awards

Stock Awards

Number of
Shares
Acquired on
Exercise
(#)
134,981

-

18,905

53,127

-

Value
Realized on
Exercise
($) (1)
10,176,218

-

1,696,913

3,614,051

-

Number of
Shares
Acquired on
Vesting
(#) (2)
116,636

18,772

17,467

17,467

10,249

Value
Realized on
Vesting
($) (3)
13,692,334

2,258,912

2,057,381

2,057,381

1,282,058

Name
Eugene A. Hall

Craig W. Safian

Alwyn Dawkins

Robin Kranich

David McVeigh

(1) Represents the spread between (i) the market price of our Common Stock at exercise and (ii) the exercise

price for all SARs exercised during the year, multiplied by the number of SARs exercised.

(2) Represents PSUs and RSUs awarded in prior years as long-term incentive compensation that released in

2018.

(3) Represents the number of shares that released multiplied by the market price of our Common Stock on the

release date.

Non-Qualified Deferred Compensation Table

The Company maintains a Non-Qualified Deferred Compensation Plan for certain officers and key personnel
whose aggregate compensation in 2018 was expected to exceed $325,000. This plan currently allows qualified
U.S.-based employees to defer up to 50% of annual salary and/or up to 100% of annual bonus earned in a fiscal
year. In addition, in 2018 the Company made a contribution to the account of each Named Executive Officer who
deferred compensation equal to the amount of such executive’s contribution (not to exceed 4% of base salary and
bonus), less $7,200. Deferred amounts are deemed invested in several
independently-managed investment
portfolios selected by the participant for purposes of determining the amount of earnings to be credited by the
Company to that participant’s account. The Company may, but need not, acquire investments corresponding to
the participants’ designations.

2019 Proxy Statement | 46

Compensation Tables and Narrative Disclosures

Upon termination of employment for any reason, all account balances will be distributed to the participant in a
lump sum, except that a participant whose account balance is in excess of $25,000 may defer distributions for an
additional year, and/or elect to receive the balance in 20, 40 or 60 quarterly instalments. In the event of an
unforeseen emergency (which includes a sudden and unexpected illness or accident of the participant or a
dependent, a loss of
the participant’s property due to casualty or other extraordinary and unforeseeable
circumstance beyond the participant’s control), the participant may request early payment of his or her account
balance, subject to approval.

The following table provides information (in dollars) concerning contributions to the Deferred Compensation Plan
in 2018 by the participating Named Executive Officers, the Company’s matching contributions, 2018 earnings,
aggregate withdrawals and distributions and account balances at year end(1):

Name
Eugene A. Hall
Craig W. Safian
Alwyn Dawkins
Robin Kranich
David McVeigh

Executive
Contributions
in 2018 (2)
93,621
59,416
52,376
49,958
40,000

Company
Contributions
in 2018 (3)
86,421
40,333
32,800
32,767
32,800

Aggregate
Earnings
(loss) in
2018
(57,185)
(14,440)
(19,220)
(30,413)
(8,424)

Aggregate
Withdrawals/
Distributions
in 2018
(191,916)
-
(90,797)
-
-

Aggregate
Balance at
12/31/18 (4)
671,456
285,679
183,265
707,451
162,685

(1) Contribution amounts in this table have been reflected in the Summary Compensation Table and prior years’
summary compensation tables, as applicable. Aggregate earnings are not reflected in the Summary
Compensation Table and were not reflected in prior years’ summary compensation tables.

(2) Executive Contributions are included in the “Base Salary” and/or “Non-Equity Incentive Plan Compensation”

columns in the Summary Compensation Table for the NEOs.

(3) Company Contributions are included in the “All Other Compensation” column of the Summary Compensation
Table, and in the “Company Match Under Non-qualified Deferred Compensation Plan” column of the Other
Compensation Table for the NEOs.

(4) Amounts reported in the Aggregate Balance column reflect the cumulative value of the NEOs’ deferral
activities, including executive contributions, company contributions, withdrawals and investment earnings
thereon as of December 31, 2018.

Pay Ratio

The 2018 annual total compensation of the median compensated of all our employees who were employed as of
December 31, 2018, other than our CEO, Mr. Hall, was $107,147; Mr. Hall’s 2018 annual total compensation was
$11,502,517 and the ratio of these amounts was 1-to-107.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that
employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain
exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and
compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay
ratio reported above, as other companies have different employee populations and compensation practices and
may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on
our payroll and employment records, and the methodology described below. For these purposes, we identified the

2019 Proxy Statement | 47

Compensation Tables and Narrative Disclosures

median compensated employee using the base salary determined as of December 31, 2018 and target cash
incentives for the 2018 performance year, which amounts were annualized for any employee who did not work for
the entire year. We considered all of our worldwide associates when examining the pay ratio. Based on our
consistently applied compensation measure, we identified a group of 10 associates within 0.1% of the median
amount and calculated annual
total compensation in accordance with Summary Compensation Table
requirements for these associates to identify our median compensated employee.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2018 regarding the number of shares of our
Common Stock that may be issued upon exercise of outstanding options, stock appreciation rights and other
rights (including restricted stock units, performance stock units and common stock equivalents) awarded under
our equity compensation plans (and, where applicable, related weighted-average exercise price information), as
well as shares available for future issuance under our equity compensation plans. All equity plans with
outstanding awards or available shares have been approved by our stockholders.

Column A

Column B

Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
and Rights (2)
151,168

Weighted Average
Exercise Price of
Outstanding
Options
and Rights ($) (2)
58.00

2,609,501

-

2,760,669

93.62

-

89.45

Column C
Number of Securities
Remaining Available
For Future Issuance
Under Equity
Compensation Plans
(excluding shares in
Column A)
-

5,697,096

685,565

6,382,661

Plan Category (1)
2003 Long - Term Incentive Plan

2014 Long – Term Incentive Plan

2011 Employee Stock Purchase Plan

Total (3)

(1) All the plans set forth in this table were approved by shareholders.

(2) Column A includes 1,198,930 SARs, 1,452,812 PSUs and RSUs, and 108,927 CSEs. Because there is
no exercise price associated with PSUs, RSUs or CSEs, these stock awards are not included in the
weighted-average exercise price calculation presented in column B.

(3) In addition, the Company has outstanding equity compensation awards that the Company assumed in the
acquisition of CEB. These awards were granted by CEB under its 2012 Stock Incentive Plan (the “CEB
Plan”) in the period between 2012 to the closing of the acquisition by the Company and were converted
into an adjusted number of Company shares. As of December 31, 2018, there were a total of 112,328
Company shares subject to assumed CEB restricted stock units. No additional restricted stock units,
options or other awards have been granted under the CEB Plan since the closing of the acquisition and
no new awards will be granted in the future under that plan.

2019 Proxy Statement | 48

PROPOSAL TWO:

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank
Act) and the related rules of the SEC, we are including in this Proxy Statement a separate resolution subject to
stockholder vote to approve the compensation of our NEOs. The stockholder vote on this resolution is advisory
only. However, the Compensation Committee and the Board will consider the voting results when making future
executive compensation decisions.

The text of the resolution in respect of Proposal No. 2 is as follows:

Resolved, that the compensation of Gartner’s Named Executive Officers as disclosed in this
Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion
and Analysis, compensation tables and narrative discussion, is hereby approved.

In considering your vote, stockholders may wish to review with care the information on Gartner’s compensation
policies and decisions regarding the NEOs presented in the CD&A on pages 21-34, including, in particular, the
information concerning Company performance included in the Executive Summary on pages 21-23 and highlights
of our Compensation Practices on pages 23-24.

In particular, stockholders should note that the Compensation Committee bases its executive compensation
decisions on the following:

➢ the need to attract, motivate and retain highly talented, creative and entrepreneurial individuals in

a highly competitive industry and market place;

➢ the need to motivate our executives to maximize the performance of our Company through
pay-for-performance compensation components which have led executives to deliver
outstanding performance for the past several years;

➢ comparability to the practices of peers in our industry and other comparable companies

generally based upon available benchmarking data; and

➢ the alignment of our executive compensation programs with stockholder value through heavily

weighted performance-based compensation elements.

As noted in the Executive Summary commencing on page 21, 2018 was another year of record achievement for
Gartner, largely as a result of the achievements, focus and skill of our executive leadership team. The Board
believes that Gartner’s executive compensation program has a proven record of effectively driving superior levels
of financial performance, stockholder value, alignment of pay with performance, high ethical standards and
attraction and retention of highly talented executives.

RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR the foregoing resolution to approve, on
an advisory basis, the compensation of our Named Executive Officers as disclosed in this Proxy
Statement.

2019 Proxy Statement | 49

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

Based on our review of information on file with the SEC and our stock records, the following table provides certain
information about beneficial ownership of shares of our Common Stock as of March 29, 2019 (including shares
that will release or are or will become exercisable within 60 days following March 29, 2019) held by: (i) each
person (or group of affiliated persons) which is known by us to own beneficially more than five percent (5%) of our
Common Stock; (ii) each of our directors; (iii) each NEO; and (iv) all directors, NEOs and other current executive
officers as a group. Percentage computations are based on 89,947,488 shares of Common Stock outstanding on
March 29, 2019. Unless otherwise indicated, the address for those listed below is c/o Gartner, Inc., 56 Top
Gallant Road, Stamford, CT 06904. The amounts shown do not include CSEs that release upon termination of
service as a director, or deferred RSUs that will not release within 60 days. Since all stock appreciation rights
(SARs) are stock-settled (i.e., shares are withheld for the payment of exercise price and taxes), the number of
shares ultimately issued upon settlement will be less than the number of SARs exercised. Except as indicated by
footnote, and subject to applicable community property laws, the persons named in the table directly own, and
have sole voting and investment power with respect to, all shares of Common Stock shown as beneficially owned
by them. To the Company’s knowledge, none of these shares has been pledged.

Beneficial Owner
Peter E. Bisson
Richard J. Bressler
Raul E. Cesan (1)(2)
Karen E. Dykstra
Anne Sutherland Fuchs (1)
William O. Grabe (1)(3)
Stephen G. Pagliuca (1)
Eileen Serra
James C. Smith (1)(4)
Eugene A. Hall (5)
Craig W. Safian (6)
Alwyn Dawkins (7)
Robin Kranich (8)(9)
David McVeigh (10)
All current directors, NEOs and other

executive officers as a group (22 persons) (11)

Baron Capital Group, Inc. (12)

767 Fifth Avenue, New York, NY 10153

Blackrock, Inc. (13)

55 East 52nd Street, New York, NY 10055

Janus Henderson Group plc (14)

201 Bishopgate, London X0 EC2M 3AE, United Kingdom

T. Rowe Price Group, Inc. (15)
The Vanguard Group, Inc. (16)

100 Vanguard Blvd., Malvern, PA 19355

*

Less than 1%

(1) Includes 1,828 RSU shares that will release within 60 days.

Number of Shares
Beneficially
Owned
1,743
24,058
98,710
19,235
28,919
135,012
59,839
999
1,062,859
1,463,455
91,128
104,565
46,507
47,756
3,643,434

6,936,178

6,264,009

5,458,962

7,219,478
9,339,551

Percent
Owned
*
*
*
*
*
*
*
*
1.2
1.6
*
*
*
*
4.0

7.7

7.0

6.1

8.0
10.4

2019 Proxy Statement | 50

Security Ownership of Certain Beneficial Owners and Management

(2) Includes 30,000 shares held by a family foundation as to which Mr. Cesan may be deemed a beneficial

owner.

(3) Includes 133,025 shares held by two grantor retained annuity trusts (GRATs). These shares are held in trust

for the benefit of Mr. Grabe and his children. Mr. Grabe is the Trustee of the GRATs.

(4) Includes 50,000 shares held by members of Mr. Smith’s immediate family and 211,900 shares held by a

family foundation as to which Mr. Smith may be deemed a beneficial owner.

(5) Includes 320,657 vested and exercisable stock appreciation rights (“SARs”).

(6) Includes 58,120 vested and exercisable SARs.

(7) Includes 68,700 vested and exercisable SARs.

(8) Includes 34,478 vested and exercisable SARs.

(9)

Includes 40 shares as to which Ms. Kranich may be deemed to share voting and investment power.
Ms. Kranich disclaims beneficial ownership of such shares.

(10) Includes 29,765 vested and exercisable SARs.

(11) Includes 9,489 RSUs shares that will release within 60 days, and 671,218 vested and exercisable SARs.

(12) Beneficial ownership information is based on a Schedule 13G/A filed by Baron Capital Group, Inc., BAMCO,
Inc., a subsidiary of Baron Capital Group, Inc., Baron Capital Management, Inc., a subsidiary of Baron
Capital Group, Inc., and Ronald Baron, who owns a controlling interest in Baron Capital Group, Inc., with the
Inc. has shared voting power of 6,351,981 shares and shared
SEC on February 14, 2019. BAMCO,
dispositive power of 6,643,356 shares. Baron Capital Group, Inc. has shared voting power of 6,644,203
shares and shared dispositive power of 6,936,178 shares. Baron Capital Management, Inc. has shared
voting power and shared dispositive power of 292,222 shares. Mr. Baron has shared voting power of
6,644,203 shares and shared dispositive power of 6,936,178 shares.

(13) Beneficial ownership information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on
February 4, 2019. BlackRock, Inc. has sole voting power over 5,513,294 shares and sole dispositive power
over 6,264,009 shares.

(14) Beneficial ownership information is based on a Schedule 13G/A filed by Janus Henderson Group plc with the
SEC on February 12, 2019. Janus Henderson Group plc has shared voting power and shared dispositive
power with respect to all of the shares.

(15) Beneficial ownership information is based on a Schedule 13G filed by T. Rowe Price Associates, Inc. on
February 14, 2019. T. Rowe Price Associates, Inc. has sole voting power over 2,162,040 shares and sole
dispositive power over 7,219,478 shares.

(16) Beneficial ownership information is based on a Schedule 13G/A filed by The Vanguard Group with the SEC
on February 11, 2019. The Vanguard Group has sole voting power over 110,105 shares and has sole
dispositive power over 9,203,039 shares. The Vanguard Group has shared voting power over 26,853 shares
and shared dispositive power over 136,512 shares. Vanguard Fiduciary Trust Company (“VFTC”), a wholly-
owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 83,105 shares as a result of its
serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (“VIA”), a
wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 79,490 shares as a result of
its serving as investment manager of Australian investment offerings.

2019 Proxy Statement | 51

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own
more than 10% of our Common Stock to file reports of ownership and changes of ownership with the SEC and to
furnish us with copies of the reports they file. To assist with this reporting obligation, the Company prepares and
files ownership reports on behalf of its officers and directors pursuant to powers of attorney issued by the officer
or director to the Company. Based solely on our review of these reports, or written representations from certain
reporting persons, we believe that during fiscal year 2018, all such reporting persons filed the required repots on a
timely basis under Section 16(a), except that 1) a Form 4 filing was filed late on May 7, 2018, on behalf of
Mr. Joseph Beck, to report the April 30, 2018 release of 143 RSUs upon vesting (59 of which were withheld from
release for the payment of applicable income and payroll withholding taxes) and 2) a Form 4 filing was filed late
on May 22, 2018, on behalf of Mr. Kendall Davis, to report the May 11, 2018 exercise of 15,179 SARs, 4,250
shares that were withheld from release to account for the exercise price of the SARs, and 5,064 shares that were
withheld from release for the payment of applicable income and payroll withholding taxes.

TRANSACTIONS WITH RELATED PERSONS

Gartner provides products and services to over 12,000 organizations in over 100 countries. Because of our
worldwide reach, it is not unusual for Gartner to engage in ordinary course of business transactions involving the
sale of research or consulting services with entities in which one of our directors, executive officers or a greater
than 5% owner of our stock, or immediate family member of any of them, may also be a director, executive officer,
partner or investor, or have some other direct or indirect interest. We will refer to these transactions generally as
related party transactions.

Our Governance Committee reviews all related party transactions to determine whether any director, executive
officer or a greater than 5% owner of our stock, or immediate family member of any of them, has a material direct
or indirect interest, or whether the independence from management of our directors may be compromised as a
the relationship or transaction. Our Board Principles and Practices, which are posted on https://
result of
investor.gartner.com, require directors to disclose all actual or potential conflicts of interest regarding a matter
being considered by the Board or any of its committees and to excuse themselves from that portion of the Board
or committee meeting at which the matter is addressed to permit independent discussion. Additionally, the
member with the conflict must abstain from voting on any such matter. The Governance Committee is charged
with resolving any conflict of interest issues brought to its attention and has the power to request the Board to
take appropriate action, up to and including requesting the involved director to resign. Our Audit Committee and/
or Board of Directors reviews and approves all material related party transactions involving our directors in
accordance with applicable provisions of Delaware law and with the advice of counsel, if deemed necessary.

The Company maintains a written conflicts of interest policy which is posted on our intranet and prohibits all
Gartner employees, including our executive officers, from engaging in any personal, business or professional
activity which conflicts with or appears to conflict with their employment responsibilities and from maintaining
financial interests in entities that could create an appearance of impropriety in their dealings with the Company.
Additionally, the policy prohibits all Gartner employees from entering into agreements on behalf of Gartner with
any outside entity if the employee knows that the entity is a related party to a Gartner employee; i.e., that the
contract would confer a financial benefit, either directly or indirectly, on a Gartner employee or his or her relatives.
All potential conflicts of interest and related party transactions involving Gartner employees must be reported to,
and pre-approved by, the General Counsel.

Since January 1, 2018, there were no related party transactions in which any director, executive officer or a
greater than 5% owner of our stock, or immediate family member of any of them, had or will have a direct or
indirect material interest.

2019 Proxy Statement | 52

PROPOSAL THREE:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed KPMG LLP (“KPMG”) to serve as the Company’s
independent registered public accounting firm for the 2019 fiscal year. Additional information concerning the Audit
Committee and its activities with KPMG can be found in the Audit Committee Report and the Principal Accountant
Fees and Services below.

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation and
oversight of the Company’s independent registered public accounting firm. Ratification by the stockholders of the
appointment of KPMG is not required by law, the Company’s bylaws or otherwise. However, the Board of
Directors is submitting the appointment of KPMG for stockholder ratification to ascertain stockholders’ views on
the matter. Representatives of KPMG will attend the Annual Meeting to respond to appropriate questions and to
make a statement if they desire to do so.

Principal Accountant Fees and Services

The following table presents fees for professional services rendered by KPMG for the integrated audit of the
Company’s consolidated financial statements and internal control over financial reporting during the years ended
December 31, 2018 and 2017, and fees for other services rendered by KPMG during those periods:

Types of Fees
Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total Fees

Audit Fees

2017 ($)
5,125,000

235,000

836,000

-

2018 ($)
5,025,500

-

1,664,000

-

6,196,000

6,689,500

Audit fees relate to professional services rendered by KPMG for the audit of the Company’s annual consolidated
financial statements contained in its Annual Report on Form 10-K, audit of internal control over financial reporting,
and reviews of the Company’s quarterly financial information contained in its Quarterly Reports on Form 10-Q, as
well as services normally provided by the independent registered public accounting firm in connection with
statutory or regulatory filings or engagements and issuance of comfort letters.

Audit-Related Fees

Audit-related fees in 2017 related to professional services rendered by KPMG principally for certain attestation
services and consultations concerning financial accounting and reporting standards.

Tax Fees

Tax fees relate to professional services rendered by KPMG for permissible tax compliance, tax advice and tax
planning services.

All Other Fees

This category of fees covers all fees for any permissible service not included in the above categories.

2019 Proxy Statement | 53

Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm

Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit, audit-related and permissible non-audit services provided
by KPMG. These services may include domestic and international audit services, audit-related services, tax
services and other services. At the beginning of each fiscal year, the Audit Committee pre-approves aggregate
fee limits for specific types of permissible services (e.g., domestic and international tax compliance and tax
transfer pricing services, audit-related services and other permissible services) to allow
planning services;
management to engage KPMG expeditiously as needed as projects arise. At each regular quarterly meeting,
KPMG and management report to the Audit Committee regarding the services for which the Company has
engaged KPMG in the immediately preceding fiscal quarter in accordance with the pre-approved limits, and the
related fees for such services as well as year-to-date cumulative fees for KPMG services. Pre-approved limits
may be adjusted as necessary during the year, and the Audit Committee may also pre-approve particular services
on a case-by-case basis. All services provided by KPMG in 2018 were pre-approved by the Audit Committee.

AUDIT COMMITTEE REPORT

Pursuant to its responsibilities as set forth in the Audit Committee Charter, the Audit Committee has reviewed and
discussed with management and with KPMG Gartner’s audited consolidated financial statements for the year
ended December 31, 2018. The Audit Committee has discussed with KPMG the matters required to be discussed
under applicable Public Company Accounting Oversight Board (PCAOB) standards. The Audit Committee has
received the written disclosures and letter from KPMG required by applicable requirements of the PCAOB
regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with
KPMG that firm’s independence.

Based on the review and discussions noted above, as well as discussions regarding Gartner’s internal control
over financial reporting and discussions with Gartner’s Internal Audit function, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements for the year ended December 31,
2018 be included in Gartner’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 for filing
with the Securities and Exchange Commission.

Audit Committee of the Board of Directors

Richard J. Bressler
Karen E. Dykstra
James C. Smith

RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR ratification of the appointment of
KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2019.

2019 Proxy Statement | 54

MISCELLANEOUS

Stockholder Communications

Stockholders and other interested parties may communicate with any of our directors by writing to them c/o
Corporate Secretary, Gartner,
Inc., 56 Top Gallant Road, P.O. 10212, Stamford, CT 06904-2212. All
communications other than those which on their face are suspicious, inappropriate or illegible will be delivered to
the director to whom they are addressed.

Available Information

relations section of our website is located at
Our website address is www.gartner.com. The investor
https://investor.gartner.com and contains, under the “Governance Documents” link, which can be found on the
“Governance” tab, current electronic printable copies of our:

➢

➢

➢

➢

➢

➢

CEO & CFO Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer,
controller and other financial managers

Code of Conduct, which applies to all Gartner officers, directors and employees

Principles and Practices of the Board of Directors, the corporate governance principles that have
been adopted by our Board

Audit Committee Charter

Compensation Committee Charter

Governance/Nominating Committee Charter

This information is also available in print to any stockholder who makes a written request to Investor Relations,
Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212.

Process for Submission of Stockholder Proposals for our 2020 Annual Meeting

The Company has adopted advance notice requirements related to stockholder business, including director
nominations.
at
https://investor.gartner.com, under the “Governance Documents” link, which can be found on the “Governance”
tab, and are summarized below. This summary is qualified by reference to the full Bylaw provision.

Bylaws, which

requirements

contained

These

found

can

are

our

be

in

If you are a stockholder of record and you want to make a proposal for consideration at the 2020 Annual Meeting
without having it included in our proxy materials, we must receive your written notice not less than 90 days prior to
the 2020 Annual Meeting; provided, however, that if we fail to give at least 100 days prior notice of this meeting,
then we must receive your written notice not more than 10 days after the date on which notice of the 2020 Annual
Meeting is mailed.

A stockholder’s notice must set forth certain required information including: (i) a brief description of the business
the proposing
to be brought before the meeting and the reasons therefore; (ii) the name and address of
stockholder and certain associated persons; (iii) the number of shares of Common Stock held by such stockholder
and associated persons; (iv) a description of any hedging transactions entered into by such stockholder and
persons; (v) any material interest of such stockholder and associated persons in the business to be conducted;
and (vi) a statement as to whether a proxy statement and form of proxy will be delivered to other stockholders. In
addition, certain information in the notice must be supplemented as of the record date for the meeting. If the
the stockholder’s notice must also contain detailed
stockholder business involves director nominations,

2019 Proxy Statement | 55

Miscellaneous

information concerning the nominee, including name, age, principal occupation, interests in Common Stock, any
other information regarding the nominee that would be required to be included in a proxy statement under the
rules of the SEC had the proposal been made by management, and an acknowledgment by the nominee of the
fiduciary duties owed by a director to a corporation and its stockholders under Delaware law. If you do not comply
with all of the provisions of our advance notice requirements, then your proposal may not be brought before the
2020 Annual Meeting. All stockholder notices should be addressed to the Corporate Secretary, Gartner, Inc., 56
Top Gallant Road, P.O. Box 10212, Stamford, Connecticut 06904-2212.

Additionally, if you want to make a proposal for consideration at next year’s Annual Meeting and have it included
in our proxy materials for that meeting, we must receive your proposal no later than December 18, 2019, and it
must comply with the requirements of Exchange Act Rule 14a-8. All stockholder proposals submitted pursuant to
Exchange Act Rule 14a-8 should be addressed to the Corporate Secretary, Gartner, Inc., 56 Top Gallant Road,
P.O. Box 10212, Stamford, Connecticut 06904-2212.

Annual Report

A copy of our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”) has been
filed with the Securities and Exchange Commission and is available at www.sec.gov. You may also obtain a copy
at https://investor.gartner.com. A copy of the 2018 10-K is also contained in our 2018 Annual Report to
Stockholders, which accompanies this Proxy Statement. A copy of the 2018 10-K will be mailed, without
charge, to any stockholder who makes a written request to Investor Relations, Gartner, Inc., 56 Top
Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212.

By Order of the Board of Directors

Jules Kaufman
Corporate Secretary

Stamford, Connecticut
April 16, 2019

2019 Proxy Statement | 56

Across every 
business function, 
leaders turn to 
Gartner. 

2018 Annual Report

UNITED STATT TESAA
SECURITIES AND EXCHANGE COMMISSION

WW
WASHINGT

ON, D.C. 20549

FORM 10-K 
ANNUAL REPORTRR PURSUANT TO  SECTION 13  OR  15(d)  OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018

TRANSITION REPORTRR PURSUANT TO SECTION 13  OR  15(d)  OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number: 1-14443

OR 

GARTNER, INC.

RR

(Exact name of registrant as specified in its charter)  

Delaware

(State or other jurisdiction of incorporation or organization)
P.O. Box 10212

56 Top Gallant Road
Stamford, CT

(Address of principal executive offices)

ff

(203) 316-1111

(Registrant’s telephone number, including area code)

04-3099750

(I.R.S. Employer Identification No.)

06902-7700

(Zip Code)

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

Title of each class

Common Stock, $.0005 par value per share

Securities registered pursuant to Section 12(g) of the Act: None

Name of each exchange
on which registered

New York Stock Exchange

YY

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesYY

 No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
YesYY

 No 

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. YesYY

 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 of this chapter) during the preceding 12 months (or for such shorter period 
that the registrant was required to submit such files). YesYY

 No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will 
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in 
Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 
reporting company,yy or an emerging growth company as defined in Rule 12b-2 of the Exchange Act: 

Large accelerated filer 
Smaller reporting company

Accelerated filer 

Emerging growth company 

Non-accelerated filer 

If an emerging growth company, yy 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). YesYY

No

As of June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates 
$11,675,031,229, based on the closing sale price as reported on the New York YY

Stock Exchange.

ff

of the registrant was 

As of January 31, 2019, 89,711,737 shares of the registrant’s common shares were outstanding.

The definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 30, 2019 is incorporated by reference 
into Part III to the extent described therein.

Y
DOCUMENTS INCORPORATED BY

AA

 REFERENCE

RR

GARTNER, INC.
2018 ANNUAL REPOR
F
CONTENTS
TT
TABLE OF

L

TRR  ON FORM 10-K

PART I
ITEM 1.

BUSINESS

ITEM 1A.

RISK FACTORS

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 2.

ITEM 3.

ITEM 4.

PART II
ITEM 5.

ITEM 6.
ITEM 7.

ITEM 7A.

ITEM 8.

ITEM 9.

PROPERTIES

LEGAL PROCEEDINGS

MINE SAFETY DISCLOSURES (not applicable)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS 
AND ISSUER PURCHASES OF EQUITY SECURITIES

SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

ITEM 9A.

CONTROLS AND PROCEDURES

ITEM 9B.

OTHER INFORMATION

PART III
ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.

EXECUTIVE COMPENSATION

ITEM 12.

ITEM 13.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND 
RELATED STOCKHOLDER MATTERS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR 
INDEPENDENCE

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

PART IV
ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM 16.

10-K SUMMARY

SIGNATURES

3

4

7

15

15

16

16

16

18

20

38

39

39

40

40

41

41

41

41

41

42

44
45
46
47
48
49
50
51
52

90

91

PARPP

TRR I

ITEM 1. BUSINESS.

GENERAL

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

Gartner delivers its products and services globally through three business segments:

•

•

•

Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas 
of the enterprise through research and other reports, briefings, proprietary tools, access to our analysts and advisors, peer 
networking services and membership programs that enable our clients to make better decisions. Gartner's traditional strengths
in IT, marketing and supply chain research were enhanced in 2017 with Gartner's acquisition of CEB Inc., which added CEB's
best practice and talent management research insights across a range of business functions, to include human resources, 
finance, sales and legal.

Conferences (formerly called Events) provides business professionals across the organization the opportunity to learn, share 
and network. From our flagship CIO conference Gartner IT Symposium, to industry-leading conferences focused on specific 
enable attendees to experience the best of Gartner insight 
business roles and topics, to member-driven sessions, our offerings 
and advice live.

ff

Consulting provides customized solutions to unique client needs through on-site, day-to-day support, as well as proprietary 
tools for measuring and improving IT performance with a focus on cost, performance, efficiency 

and quality.

ff

References to “the Company,” yy “we,” “our,” and “us” are to Gartner, Inc. and its consolidated subsidiaries.

MARKET OVERVIEWRR

Technology 
increasingly drives organizational strategies rather than just supporting them, and three megaforces - technology-
TT
driven  industry disruption,  the  growing  pervasiveness of  technology  across every  part  of  the  enterprise,  and  sustained 
macroeconomic and political volatility (such as commodity price swings, exchange rate flux, Brexit) - are rapidly changing how 
businesses and other organizations plan and operate. 

ff

To TT remain viable and competitive, business leaders must deal with this unprecedented level of disruption and change. No enterprise 
unless it incorporates the right technology and related strategy and management decisions into every 
can be operationally effective 
heads of human resources, chief 
part of its business. This affects 
marketing officers 
and other executives and leaders across the enterprise are more reliant on technology than ever. Given this
critical need, business enterprises, governments and their agencies, and other organizations turn to Gartner for decision-making 
guidance to ensure they maximize their technology investments and meet their current and future needs.

all business levels, functions and roles. Chief financial officers, 

ff

ff

ff

Our legacy of expertise in IT has given way to a new position: Strategic research and advisory services operating across the entire 
organization. We WW believe our best-in-class Gartner content, combined with the CEB expertise in functional areas that we integrated 
during 2018, has strengthened our value proposition and increased our market opportunity to an all-time high.

OUR SOLUTION

WeWW believe our unmatched combination of expert-led, practitioner-sourced, data-driven research steers clients toward the right 
decisions on the issues that matter most. We WW employ a diversified business model that utilizes and leverages the breadth and depth 
of our intellectual capital. The foundation of our business model is our ability to create and distribute our proprietary research 
content as broadly as possible via published reports, interactive tools, facilitated peer networking, briefings, consulting and advisory 
services, and our conferences, including the Gartner Symposium/XpoTM series.

WeWW had 2,114 research analysts and expert advisors as of December 31, 2018 located around the world who create and deliver 
compelling, relevant, independent and objective research and fact-based analysis on virtually every function across the enterprise. 
4

Through our robust product portfolio, our global research and advisory team provides thought leadership and insights that CIOs
and  other  technology  practitioners,  HR, sales, legal, finance,  supply chain  and  marketing  executives need  to  make  the right 
decisions, every day.

In addition to our research analysts and expert advisors, as of December 31, 2018, we had 718 experienced consultants who
combine  our  objective,  independent  research  with  a practical  business perspective  focused  on the  IT industry. Finally, yy our 
conferences are some of the largest of their kind, gathering together highly qualified audiences that include CIOs and other IT and 
C-suite executives, frontline IT architects and professionals, purchasers and providers of technology and supply chain products
and services, business professionals, and other leaders across marketing, finance, legal, sales and HR.

PRODUCTS AND SERVICES

RR

Our diversified business model provides multiple entry points and sources of value for our clients that facilitate increased client 
spending on our research and advisory services, consulting services and conferences. A critical part of our long-term strategy is
to increase business volume and penetration with our most valuable clients, identifying relationships with the greatest sales potential 
strategically relevant research and advice. We WW also seek to extend the Gartner brand 
and expanding those relationships by offering 
name to develop new client relationships, augment our sales capacity and expand into new markets around the world. In addition, 
we seek to increase our revenue and operating cash flow through more effective 
pricing of our products and services. These 
initiatives have created additional revenue streams through more effective 
packaging, campaigning and cross-selling of our products
and services.

ff

ff

ff

Our principal products and services are delivered through our three business segments:

•  RESEARCH. Gartner delivers independent, objective advice to leaders across the enterprise, primarily through a subscription-
based digital media service. Gartner research is the fundamental building block for all Gartner services. We WW combine our 
proprietary research methodologies with extensive industry and academic relationships to create Gartner solutions that address
each role across the enterprise. Within W
Sales ("GTS") delivers products and services
to users and providers of technology,yy while Global Business Sales ("GBS") delivers products and services to all other functional 
leaders.

the Research segment, Global Technology

TT

Our research agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face every 
day. We WW are in steady contact with over 15,000 distinct organizations worldwide. We WW publish tens of thousands of pages of 
original research annually,yy and our analysts have over 380,000 client interactions every year. Our size and scale enable us to 
commit vast resources toward broader and deeper research coverage, and to deliver insight to our clients based on what they
need and where they are. The ongoing interaction of our research analysts and advisors with our clients enables us to identify 
the most pertinent topics to them and develop relevant product enhancements to meet the evolving needs of users of our 
research. Our proprietary research content, presented in the form of reports, briefings, updates and related tools, is delivered 
directly to the client’s desktop via our website and/or product-specific portals.

Clients normally sign subscription contracts that provide access to our research content and advisory services for individual 
users over a defined period of time. We WW typically have a minimum contract period of 12 months for our research and advisory 
subscription contracts and at December 31, 2018, a significant portion of our contracts were multi-year. 

•  CONFERENCES. Gartner attracts more than 80,000 business and technology professionals and industry-leading technology 
providers to its 70+ conferences worldwide each year. Attendees experience sessions led by Gartner analysts and advisors,
cutting-edge technology solutions, peer exchange workshops, one-on-one analyst and advisor meetings, consulting diagnostic
workshops, keynotes and more. They also provide attendees with an opportunity to interact with business executives from 
the world’s leading technology companies. In addition to role-specific summits and workshop-style seminars, Gartner holds
its unique, flagship IT Symposium/XpoTM in nine locations worldwide annually. Since the addition of CEB, we’ve expanded 
to host 700+ more intimate live meetings each year, as well as 250+ exclusive C-level meetings through the Evanta brand.

•  CONSULTING.

LL

Gartner Consulting deepens relationships with our largest research and advisory clients by extending the 
reach of our research through custom consulting engagements. Gartner Consulting brings together our unique research insight,
benchmarking data, problem-solving methodologies and hands-on experience to improve the return on a client’s IT investment.
Our consultants provide fact-based consulting services to help clients use and manage IT to optimize business performance.

Consulting solutions capitalize on  Gartner  assets that  are  invaluable  to IT decision making,  including:  (1) our  extensive
research, which ensures that our consulting analyses and advice are based on a deep understanding of the IT environment and 
the business of IT; (2) our market independence, which keeps our consultants focused on our clients' success; and (3) our 

5

market-leading benchmarking capabilities, which provide relevant comparisons and best practices to assess and improve 
performance. Gartner Consulting provides solutions to CIOs and other IT executives, and to those professionals responsible
for  IT applications, enterprise  architecture,  go-to-market  strategies, infrastructure  and  operations,  program  and  portfolio 
management,  and  sourcing  and  vendor  relationships. Gartner  Consulting  also provides targeted  consulting services to 
professionals in specific industries. Finally,yy we provide actionable solutions for IT cost optimization, technology modernization 
and IT sourcing optimization initiatives.

COMPETITION

WeWW believe that the principal factors that differentiate 

ff

us from our competitors are:

• 

Superior research content - WeWW believe that we create the broadest, highest-quality and most relevant research coverage across
all major functional roles in the enterprise. Our research analysis generates unbiased insight that we believe is timely, yy thought-
provoking and comprehensive, and that is known for its high quality,yy independence and objectivity.

•  Our leading brand name - We have provided critical, trusted insight under the Gartner name for nearly 40 years.

WW

•  Our global footprint and established customer base - WeWW have a global presence with clients in more than 100 countries on

six continents. A substantial portion of our revenue is derived from sales outside of the United States.

•  Experienced management team - Our management team is composed of research veterans and experienced industry executives

with long tenure at Gartner. 

• 

Substantial operating leverage in our business model - WeWW have the ability to distribute our intellectual property and expertise 
across multiple platforms, including research publications, consulting engagements, conferences and executive programs, to 
derive incremental revenue and profitability.

•  Vast VV network of analysts, advisors and consultants - As of December 31, 2018, we had 2,114 research analysts and expert 
advisors and 718 experienced consultants located around the world. Our analysts and advisors collectively speak 59 languages
and are located in 26 countries, enabling us to cover vast aspects of business and technology on a global basis.

ff

factors,  we face  competition  from  a  significant  number  of  independent  providers of 
Notwithstanding these differentiating 
information products and services. We WW compete indirectly with consulting firms and other data and information providers, including 
electronic and print media companies. These indirect competitors could choose to compete directly with us in the future. In addition,
we face competition from free sources of information that are available to our clients through the internet. Limited barriers to 
entry exist in the markets in which we do business. As a result, new competitors may emerge and existing competitors may start 
to provide additional or complementary services. While we believe the breadth and depth of our research positions us well versus
our competition, increased competition could result in loss of market share, diminished value in our products and services, reduced 
pricing, and increased sales and marketing expenditures.

INTELLECTUAL PROPER

TYRR

L

Our  success has resulted  in  part  from  proprietary methodologies, software,  reusable knowledge  capital and  other  intellectual 
property rights. We WW rely on a combination of patent, copyright, trademark, trade secret, confidentiality, yy non-compete and other 
contractual provisions to protect our intellectual property rights. WeWW have policies related to confidentiality, yy ownership, and the 
use and protection of Gartner’s intellectual property. We WW also enter into agreements with our employees as appropriate that protect 
our intellectual property, yy and we enforce these agreements if necessary. We WW recognize the value of our intellectual property in the 
marketplace and vigorously identify,yy create and protect it. Additionally, yy we actively monitor and enforce contract compliance by
our end users. 

EMPLOYEES

WeWW had a total of 15,173 employees as of December 31, 2018, a slight increase compared to 15,131 at December 31, 2017. The 
15,173 employees at December 31, 2018 is net of a reduction of 1,547 employees resulting from our 2018 business divestitures.
Adjusting for these divestitures, our total headcount increased by approximately 11% year-over-year.

We WW had 1,312 
WeWW had 8,802 employees, or 58% of our total employees, based in the U.S. at December 31, 2018 in 83 offices.
employees located at our headquarters facility in Stamford, Connecticut and nearby; 1,930 employees located at our Ft. Myers,

ff

6

Florida offices; 
ff
in the United States.

1,493 located in Arlington, VirVV ginia; 397 employees located in Irving, Texas;

TT

and 3,670 employees located elsewhere 

We WW had 6,371 employees, or 42% of our total employees, located outside of the United States at December 31, 2018 in 43 offices: 
1,135  employees were  located  in  Egham,  the United  Kingdom;  1,089  employees were  located  in  Gurgaon, India;  and  4,147 
employees were located elsewhere. 

ff

Our employees may be subject to collective bargaining agreements at a company or industry level, or works councils, in those
foreign countries where this is part of the local labor law or practice. We WW have experienced no work stoppages and consider our 
relations with our employees to be favorable.

GOVERNMENT CONTRACTS

Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting 
for our products and services. Additionally, yy our contracts at the state and local levels, as well as foreign government contracts, are 
subject to various governmental authorizations and funding approvals and mechanisms. In general, most if not all of these contracts 
may be terminated at any time by the government entity without cause or penalty. 

FINANCIAL INFORMATION

AA

The Company's financial information by business segment for the three-year period ended December 31, 2018 is provided in Note 
14 — Segment Information in the Notes to Consolidated Financial Statements. Additional information regarding revenues by 
business segment is located in Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial 
Statements.

AVAA AILABLE 

VV

INFORMATION

AA

and the Investor Relations section of our website is located at investor.gartner

. We WW make 
Our internet address is gartner.comrr
available free of charge, on or through the Investor Relations section of our website, printable copies of our annual reports on 
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished 
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as soon as reasonably 
practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).

.comrr

rr

rr

.comrr

, under the “Governance” link, are printable and current copies of our (i) CEO & CFO Code 
Also available at investor.gartner
, Controller and other financial managers, (ii) Global 
of Ethics which applies to our Chief Executive Officer
directors and employees, wherever located, (iii) Board Principles and 
Code of Conduct, which applies to all Gartner officers, 
Practices, the corporate governance principles that have been adopted by our Board and (iv) charters for each of the Board’s
standing committees: Audit, Compensation and Governance/Nominating. 

, Chief Financial Officer

ff

ff

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ITEM 1A. RISK FACT

FF

ORS

rr

In addition, we and our clients arerr affected by global economic conditions and trends.

risks and uncertainties, some of 
WeWW operate in a highly competitive and rapidly changing environment 
which arerr beyond our control. 
The following 
sections discuss many, yy but not all, of the various risks and uncertainties that may affect our futurerr performance, but is not intended 
to be all-inclusive. Any of the risks described below could have a material adverse impact on our business, prospects,
of 
operations, financial condition, and cash flows, and could therefor
err have a negative effect on the trading price of our common 
stock. Additional risks not currently 
known to us or that we now deem immaterial may also harm us and negatively affect your 
investment.

that involves numerous 

rr
results

rr

rr

rr

rr

rr

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Risks related to our business

rr

Our operating results
could be negatively impacted by global economic conditions. Our business is impacted by general economic 
, January 2019: Darkening 
conditions and trends, in the United States and abroad. In its recent report, Global Economics Prospects
Skies, the World WW Bank reported that global trade and investment have weakened and it reduced its growth outlook for both 2018
and 2019. Among the concerns cited were trade disputes, higher interest rates and lower liquidity as advanced-economy central 
banks continue to withdraw accommodative monetary policies, high corporate debt loads, and volatile financial markets. In the 
U.S., where growth has remained solid, the World WW Bank also cited concerns regarding the diminishing impact of the 2017 tax cuts
future demand for our products
and a volatile political environment. A downturn in growth could negatively and materially affect 

rr

ff

7

and services in general, in certain geographic regions, in particular countries, or industry sectors. Such difficulties 
could negatively 
impact our ability to maintain or improve the various business measurements we utilize (which are defined in this annual report), 
such as contract value and consulting backlog growth, client retention, wallet retention and consulting utilization rates, and the 
number  of  attendees and  exhibitors  to  our  conferences  and  other  meetings. Failure  to achieve  acceptable  levels of  these
measurements or improve them could negatively impact our financial condition, results of operations, and cash flows.

ff

of operations,
WeWW face significant competition and our failure rr to compete successfully could materially adversely affect our results
financial condition, and cash flows. We WW face direct competition from a significant number of independent providers of information 
products and services, including information available on the internet free of charge. We WW also compete indirectly against consulting
firms and other information providers, including electronic and print media companies, some of which may have greater financial, 
information gathering and marketing resources than we do. These indirect competitors could also choose to compete directly with 
us in the future. In addition, low barriers to entry exist in the markets in which we do business. As a result, new competitors may 
emerge and existing competitors may start to provide additional or complementary services. Additionally,yy technological advances
may provide increased competition from a variety of sources.

rr

There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to 
do so could result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing 
expenditures. Furthermore, we may not be successful if we cannot compete effectively 
on quality of research and analysis, timely 
delivery of information, customer service, the ability to offer 
products to meet changing market needs for information and analysis,
or price.

ff

ff

rr

WeWW may not be able to maintain the quality of our existing products
and services. We WW operate in a rapidly evolving market, and 
our success depends upon our ability to deliver high quality and timely research and analysis to our clients. Any failure to continue 
on future 
to provide credible and reliable information and advice that is useful to our clients could have a material adverse effect 
business and operating results. Further, if our published data, opinions or viewpoints prove to be wrong, lack independence, or 
and demand for our products and services may decline. 
are not substantiated by appropriate research, our reputation may suffer 
In addition, we must continue to improve our methods for delivering our products and services in a cost-effective 
manner via the 
internet and mobile applications. Failure to maintain state of the art electronic delivery capabilities could materially adversely 
ff
affect 

our future business and operating results.

ff

ff

ff

rr

rr

and services, or introduce 

and services that 
WeWW may not be able to enhance and develop our existing products
competitive. The  market  for  our  products and  services is characterized  by rapidly  changing needs for 
arerr needed  to  remain
information and analysis. The development of new products is a complex and time-consuming process. Nonetheless, to maintain 
our competitive position, we must continue to anticipate the needs of our client organizations, develop, enhance and improve our 
existing as well as new products and services to address those needs, deliver all products and services in a timely, yy user-friendly 
and state of the art manner, and appropriately position and price new products and services relative to the marketplace and our 
costs of developing them. Any failure to achieve successful client acceptance of new products and services could have a material 
on our business, results of operations and financial position. Additionally, yy significant delays in new product or 
adverse effect 
service releases or significant problems in creating new products or services could materially adversely affect 
our business, results
of operations and financial position.

the new products

rr

rr

ff

ff

is rapidly evolving, and if weff

do not continue to develop new product 

Technology 
to these changes,
TT
our  business  could suffer. rr Disruptive  technologies are  rapidly  changing  the environment  in which  we,  our  clients, and  our 
competitors operate. We WW will need to continue to respond to these changes by enhancing our product and service offerings 
in order 
to maintain our competitive position. However, we may not be successful in responding to these forces and enhance our products
on a timely basis, and any enhancements we develop may not adequately address the changing needs of our clients. Our future 
success will depend upon our ability to develop and introduce in a timely manner new or enhanced existing offerings 
that address
the changing needs of this constantly evolving marketplace. Failure to develop products that meet the needs of our clients in a 
timely manner could have a material adverse effect 

on our business, results of operations, and financial position.

and service offerings in response

rr

rr

ff

ff

ff

rr

rr

rr

rr
in our revenues.

business depends on renewals

rr
and our failure rr to renew

of subscription-based services and sales of new subscription-based services for a
Our Research 
at historical rates or generate new sales of such services could lead 
significant portion of our revenue, 
A large portion of our success depends on our ability to generate renewals of our subscription-based 
to a decrease 
research products and services and new sales of such products and services, both to new clients and existing clients. These products
and  services constituted  approximately  80% and  79% of  total revenues  from  our  on-going operations  for  2018 and  2017, 
respectively. Generating new sales of our subscription-based products and services, both to new and existing clients, is a challenging,
costly, yy and often time consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues 
will be adversely affected.

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ff

8

Our research subscription contracts are typically for 12-months or longer. Our ability to maintain contract renewals is subject to 
numerous factors, including the following:

• delivering high-quality and timely analysis and advice to our clients;

• understanding and anticipating market trends and the changing needs of our clients; and

• providing products and services of the quality and timeliness necessary to withstand competition.

Additionally,yy as we continue to adjust our products and service offerings 
to meet our clients’ continuing needs, we may shift the 
type and pricing of our products which may impact client renewal rates. While our Research client retention rate was 83% at both
December 31, 2018 and 2017, there can be no guarantee that we will continue to maintain this rate of client renewals.

ff

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and success of our conferences

The profitability 
and other meetings could be adversely affected by external factors beyond our 
control.rr Our Conferences business constituted approximately 11% of total revenues from our on-going operations in both 2018
and 2017. The market for desirable dates and locations for our activities is highly competitive. If we cannot secure desirable dates 
and suitable venues for our conferences their profitability could suffer
, and our financial condition and results of operations may 
In addition, because our conferences are scheduled in advance and held at specific locations, the success
be adversely affected. 
of these activities can be affected 
by circumstances outside of our control, such as labor strikes, transportation shutdowns and 
travel restrictions, economic slowdowns, reductions in government spending, geopolitical crises, terrorist attacks, war, weather, 
natural disasters, communicable diseases, and  other  occurrences  impacting  the global,  regional,  or  national  economies, the 
occurrence of any of which could negatively impact the success of the activity. We WW also face the challenge of procuring venues
that are sizeable enough at a reasonable cost to accommodate some of our major activities.

ff

ff

ff

engagements and our failurerr to secure rr new engagements could lead to a
Our Consulting business depends on non-recurring 
decrease 
Consulting segment revenues constituted approximately 9% and 10% of total revenues from our on-
rr
going operations in 2018 and 2017, respectively. Consulting engagements typically are project-based and non-recurring. Our 
ability to replace consulting engagements is subject to numerous factors, including the following:

rr
in our revenues.

rr

• delivering consistent, high-quality consulting services to our clients;

• tailoring our consulting services to the changing needs of our clients; and

• our ability to match the skills and competencies of our consulting staff ff to the skills required for the fulfillment of existing or 

potential consulting engagements.

Any material decline in our ability to replace consulting engagements could have an adverse impact on our revenues and our 
financial condition. In addition, revenue from our contract optimization business can fluctuate significantly from period to period 
and is not predictable. 

rr

and may be terminated. We WW derive significant revenues from research and 
Our sales to governments are rr subject to appropriations
consulting contracts with the United States government and its respective agencies, numerous state and local governments and 
their respective agencies, and foreign governments and their agencies. At December 31, 2018 and 2017, approximately $555.0
million and $435.0 million, respectively,yy of our revenue contracts were attributable to government entities. Our U.S. government 
contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our services.
Additionally,yy our contracts at the state and local levels, as well as foreign government contracts, are subject to various governmental 
authorizations and funding approvals and mechanisms. In general, most if not all of these contracts may be terminated at any time 
by the government entity without cause or penalty (“termination for convenience”). In addition, contracts with U.S. federal, state
and local, and foreign governments and their respective agencies are subject to increasingly complex bidding procedures and 
compliance requirements, as well as intense competition. While terminations by governments have not been significant historically, yy
should appropriations for the various governments and agencies that contract with us be curtailed, or should our government 
contracts be terminated for convenience, we may experience a significant loss of revenues.

rr

rr

qualified personnel which could jeopardize

and services and 
WeWW may not be able to attract and retain 
our future rr growth 
plans. Our success is based on attracting and retaining talented employees and we depend heavily upon the 
quality of our senior management, research analysts, consultants, sales and other key personnel. The market for highly skilled 
workers and leaders in our industry is extremely competitive. Maintaining our brand and reputation are important to our ability 
to recruit and retain employees. WeWW face competition for qualified professionals from, among others, technology companies, market 
research firms, consulting firms, financial services companies and electronic and print media companies, some of which have a 
9

the quality of our products

rr

rr

greater ability to attract and compensate these professionals. Additionally, yy some of the personnel that we attempt to hire are subject 
to non-compete agreements that could impede our short-term recruitment efforts.
We WW may also be limited in our ability to recruit 
internationally by restrictive domestic immigration laws, and changes to policies that restrain the flow of technical and professional
talent could inhibit our ability to adequately staff ff our research and development and other efforts.
An inability to retain key personnel 
or to hire and train additional qualified personnel could materially adversely affect 
the quality of our products and services, as
well as our future business and operating results. In addition, effective 
succession planning is important to our long-term success,
transfer of knowledge and smooth transitions involving key employees could hinder our strategic 
ff
and failure to ensure effective 
planning and execution.

ff

ff

ff

ff

ff

WeWW may not be able to maintain the equity in our brand name. WeWW believe that our “Gartner” brand, in particular our independence, 
to attract and retain clients and top talent, and that the importance of brand recognition will increase as
is critical to our efforts
competition increases. We WW may also discover that our brand, though recognized, is not perceived to be relevant by new market 
segments we have targeted. WeWW may expand our marketing activities to promote and strengthen the Gartner brand and may need 
to increase our marketing budget, hire additional marketing and public relations personnel, and expend additional sums to protect 
our brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail to effectively 
promote, maintain, 
and protect the Gartner brand, or incur excessive expenses in doing so, our future business and operating results could be materially 
adversely impacted.

ff

rr

Our international operations expose us to a variety of operational and other risks which could negatively impact our financial 
of operations, and cash flows. WeWW have clients in more than 100 countries and a substantial amount of our revenue 
condition, results
is earned outside of the United States. Our operating results are subject to all of the risks typically inherent in international business
activities, including  general  political  and  economic conditions in each  country, yy challenges in  staffing 
and  managing  foreign
operations, changes in regulatory requirements, compliance with numerous and complex foreign laws and regulations, currency 
of enforcing client agreements, collecting accounts receivable and protecting intellectual 
restrictions and fluctuations, the difficulty 
property rights or against economic espionage in international jurisdictions.

ff

ff

ff
ff

trade barriers and restrictions, and other acts by governments to protect 
Our business could also be negatively impacted by tariffs, 
and restrictions of other nations. In addition, the withdrawal of nations
domestic markets or to retaliate against the trade tariffs 
from existing common markets or trading blocs, such as the possible exit of the United Kingdom from the European Union (EU), 
commonly referred to as Brexit, could be potentially disruptive and could negatively impact our business and our clients. Brexit 
could lead to legal uncertainty and potentially divergent national laws and regulations in the United Kingdom and EU. We, WW as well
as our clients who have significant operations in the United Kingdom, may incur additional costs and expenses as we adapt to 
potentially divergent regulatory frameworks from the rest of the EU and as a result, our contractual commitments in the United 
our operations in Europe.  This and other Brexit-
Kingdom and the rest of the EU may be impacted, which could negatively affect 
related issues may require changes to our legal entity structure in the United Kingdom and the EU. Any of these effects 
of Brexit,
among others, could harm our business and financial results.

ff

ff

WeWW rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our 
agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local distributor 
or sales agent may not want to continue to do business with us or our new agent.

Our business and operations may be conducted in countries where corruption has historically penetrated the economy. It is our 
policy to comply, yy and to require our local partners, distributors, agents, and those with whom we do business to comply,yy with all 
applicable anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, and with applicable local 
laws of the foreign countries in which we operate. There can be no assurance that all of our employees, contractors and agents 
will comply with the Company’s policies that mandate compliance with these laws. Any failure to comply with these laws, even 
if inadvertent could be costly and disrupt our business, which could have a material adverse effect 
on our business, results of 
operations, financial condition, liquidity and cash flows, as well as on our reputation. For example, during the second half of 2018
we cooperated fully with a South African government commission established to review a wide range of issues related to the 
country’s revenue service, including the procurement and fulfillment of consulting agreements we entered into with the revenue 
service through a sales agent from late 2014 through early 2017. With W respect to Gartner, the commission recommended that the 
revenue service explore lawful options to invalidate the agreements, in whole or in part, and attempt to recover certain payments
it made to us. In parallel with our cooperation in South Africa, we commenced an internal investigation regarding this matter and 
voluntarily disclosed to the SEC and Department of Justice (“DOJ”) in November 2018 that the commission was reviewing our 
procurement of these agreements. WeWW intend to fully cooperate with any SEC or DOJ inquiries into this matter. At this time, we 
do not believe the ultimate outcome of these matters will have a material effect 
on our financial results, however, an unexpected 
adverse resolution of these matters could negatively impact our financial condition, results of operations, and liquidity.

ff

ff

10

rr

rr
currency

WeWW are rr exposed to volatility in foreign 
our international operations. A significant portion of our 
revenues are typically derived from sales outside of the United States. Revenues earned outside the U.S. are typically transacted 
in local currencies, which may fluctuate significantly against the U.S. dollar. While we may use forward exchange contracts to a 
limited extent to seek to mitigate foreign currency risk, our revenues and results of operations could be adversely affected 
by 
unfavorable foreign currency fluctuations. Additionally,yy our effective 
tax rate is increased as the U.S. dollar strengthens against 
ff
foreign currencies, which could impact our operating results.

exchange rates from 

rr

ff

rr

acts, war, rr actions by governments, and other geopolitical activities could disrupt our operations. We WW
Natural disasters, terrorist 
operate in numerous U.S. and international locations, and we have offices
in a number of major cities across the globe. A major 
weather  event,  earthquake,  flood,  drought,  volcanic  activity,yy disease, or  other  natural  disaster  could  significantly  disrupt  our 
operations. In addition, acts of civil unrest, failure of critical infrastructure, terrorism, armed conflict, war, and abrupt political 
change, as well as responses by various governments and the international community to such acts, can have a negative effect 
on 
our business. Such events could cause delays in initiating or completing sales, impede delivery of our products and services to 
our clients, disrupt or shut down the internet or other critical client-facing and business processes, impede the travel of our personnel 
and clients, dislocate our critical internal functions and personnel, and in general harm our ability to conduct normal business
operations, any of which can negatively impact our financial condition and operating results. Such events could also impact the 
timing and budget decisions of our clients, which could materially adversely affect 

our business.

ff

ff

ff

rr

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rr

and deter current 

and potential clients fromrr

Privacy concerns could damage our reputation 
and services or 
Concerns relating to global data privacy have the potential to damage our reputation and deter current 
attending our conferences.
and prospective clients from using our products and services or attending our conferences. In the ordinary course of our business
and in accordance with applicable laws, we collect personal information (i) from our employees (ii) from the users of our products
and services, including conference attendees; and (iii) from prospective clients. We WW collect only basic personal information from 
our clients and prospects. While we believe our overall data privacy procedures are adequate, the theft or loss of such data, or 
concerns about our practices, even if unfounded, with regard to the collection, use, disclosure, or security of this personal information 
or other data protection related matters could damage our reputation and materially adversely affect 
our operating results. Any
systems failure or compromise of our security that results in the disclosure of our users’ personal data could seriously limit the 
consumption of our products and services and the attendance at our conferences, as well as harm our reputation and brand and,
therefore, our business.

using our products

rr

ff

ff

in May 2018), and the new California Consumer Privacy Act (“CCPA”), 

In addition, continuously evolving data protection laws and regulations, such as the European Union General Data Protection 
in 
Regulation (“GDPR”) (effective 
January 2020, pose increasingly complex compliance challenges. WeWW have implemented a GDPR compliance program and are 
working towards CCPAPP compliance. In the meantime, Gartner will continue to maintain and rely upon our comprehensive global 
data protection compliance program, which includes administrative, technical, and physical controls to safeguard our associates’
and clients' personal data. The interpretation and application of these laws in the United States, the European Union and elsewhere 
are often uncertain, inconsistent and ever changing. Complying with these various laws could cause us to incur substantial costs
or require us to change our business practices in a manner adverse to our business.

which takes effect 

PP

ff

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cyber-attacks,

rr
or compromises

Internet and critical internal computer system failures,
of our systems or security could damage 
and harm our business. A significant portion of our business is conducted over the internet and we rely heavily on 
our reputation
computer systems to conduct our operations. Individuals, groups, and state-sponsored organizations may take steps that pose 
threats to our operations, our computer systems, our employees, and our customers. They may develop and deploy malicious
software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service attacks,
or attempt other coordinated disruptions. These threats are constantly evolving and becoming more sophisticated, thereby increasing
the difficulty
of detecting and successfully defending against them. A cyber-attack, widespread internet failure or internet access
ff
limitations, or disruption of our critical information technology systems through denial of service, viruses, or other events could 
cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical 
client-facing or business processes, or dislocate our critical internal functions. Such events could significantly harm our ability to 
conduct normal business operations and negatively impact our financial results.

ff

WeWW take steps to secure our management information systems, including our computer systems, intranet, proprietary websites,
email and other telecommunications and data networks, and we carefully scrutinize the security of outsourced website and service 
providers prior to retaining their services. However, the security measures implemented by us or by our outside service providers 
may not be effective 
and our systems (and those of our outside service providers) may be vulnerable to theft, loss, damage and 
interruption from a number of potential sources and events, including unauthorized access or security breaches, cyber-attacks,
computer viruses, power loss, or other disruptive events. Our reputation, brand, financial condition and operating results could be
materially adversely affected 
if, as a result of a significant cyber event or other technology-related catastrophe, our operations are 
disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; we incur costs or are required to pay fines 
11

ff

in connection with stolen customer, employee, or other confidential information; we are required to dedicate significant resources
to system repairs or increase cyber security protection; or we otherwise incur significant litigation, regulatory action and scrutiny
or other costs as a result of these occurrences.

ff

WeWW may experience outages and disruptions of our online services if we fail to maintain an adequate operations infrastructure.rr
Our increasing user traffic 
and complexity of our products and services demand more computing power. We WW have spent and expect 
to continue to spend substantial amounts to maintain data centers and equipment and to move more of our workload into cloud 
on our websites, and to deliver our 
services, to upgrade our technology and network infrastructure to handle increased traffic 
products and services through emerging channels, such as mobile applications. However, any inefficiencies
or operational failures 
could diminish the quality of our products, services, and user experience, resulting in damage to our reputation and loss of current 
and potential users, subscribers, and advertisers, potentially harming our financial condition and operating results.

ff

ff

Our outstanding debt obligations could negatively impact our financial condition and futurerr operating results.
As of December 
31, 2018, the Company had outstanding debt of $1.5 billion under its 2016 term loan and revolving credit facility,yy as amended 
(the "2016 Credit Agreement") and $800.0 million of Senior Notes Due 2025 ("Senior Notes"). Additional information regarding 
the 2016 Credit Agreement and the Senior Notes is included in Note 5 — Debt in the Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K.

rr

ff

The debt service requirements of these borrowings could impair our future financial condition and operating results. In addition, 
negative and financial covenants of the 2016 Credit Agreement, as amended, as well as the covenants related to 
the affirmative, 
the Senior Notes, could limit our future financial flexibility. A failure to comply with these covenants could result in acceleration 
of all amounts outstanding, which could materially impact our financial condition unless accommodations could be negotiated 
with our lenders and Noteholders. No assurance can be given that we would be successful in doing so, or that any accommodations
that we were able to negotiate would be on terms as favorable as those currently. The outstanding debt may limit the amount of 
cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to 
competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.

In addition, variable rate borrowings under our 2016 Credit Agreement typically use LIBOR as a benchmark for establishing the 
rate of interest. LIBOR is the subject of recent national and international regulatory scrutiny which may result in changes that 
cause LIBOR to disappear entirely after 2021 or to cause it to perform differently 
than in the past. The consequences of these
LIBOR developments on our variable rate borrowings, including the possible transition to other rates such as the Secured Overnight 
Financing Rate (SOFR), cannot be predicted at this time, but could include an increase in the cost of our variable rate indebtedness
and volatility in our earnings.

ff

rr

rr

rr
e rr additional cash resour
ces

WeWW may requir
which may not be available on favorable terms or at all. We WW may require additional 
cash resources  due  to changed  business conditions, implementation  of  our  strategy and  stock  repurchase  program,  to  repay 
indebtedness  or  to  pursue  future  business opportunities requiring  substantial investments of  additional  capital, including 
to satisfy our requirements, we may seek additional borrowings or 
acquisitions. If our existing financial resources are insufficient 
issue debt. Prevailing credit and debt market conditions may negatively affect 
debt availability and cost, and, as a result, financing 
may not be available in amounts or on terms acceptable to us, if at all. In addition, the incurrence of additional indebtedness would 
result in increased debt service obligations and could require us to agree to operating and financial covenants that would further 
restrict our operations.

ff

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and protect 

our intellectual property

If we are rr unable to enforce 
rights our competitive position may be harmed. We WW rely on a 
combination of copyright, trademark, trade secret, patent, confidentiality, yy non-compete and other contractual provisions to protect 
our intellectual property rights. Despite our efforts
to protect our intellectual property rights, unauthorized third parties may obtain 
and use technology or other information that we regard as proprietary. Our intellectual property rights may not survive a legal 
challenge to their validity or provide significant protection for us. The laws of certain countries, particularly in emerging markets, 
do not protect our proprietary rights to the same extent as the laws of the United States. Accordingly,yy we may not be able to protect 
our intellectual property against unauthorized third-party copying or use, which could adversely affect 
our competitive position. 
Additionally,yy there can be no assurance that another party will not assert that we have infringed its intellectual property rights.

ff

ff

Our employees are subject to restrictive covenant agreements (which include restrictions on employees' ability to compete and 
solicit customers and employees) and assignment of invention agreements, to the extent permitted under applicable law. When 
the period expires relating to the particular restriction, former employees may compete against us. If a former employee violates
the provisions of his/her restrictive covenant agreement, we seek to enforce the restrictions but there is no assurance that we will 
be successful in our efforts.

ff

12

rr

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, ww through

and may continue to growrr

acquisitions and strategic investments, which could involve substantial risks.
WeWW have grown, 
WeWW have made and may continue to make acquisitions of, or significant investments in, businesses that offer 
complementary 
products and services or otherwise support our growth objectives. The risks involved in each acquisition or investment include 
the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our current stockholders
should we issue stock in the acquisition, decreased working capital, increased indebtedness, the assumption of undisclosed liabilities 
and unknown and unforeseen risks, the ability to retain key personnel of the acquired company,yy the inability to integrate the 
business of the acquired company and increase sales, the time to train the sales force to market and sell the products of the acquired 
business, the potential disruption of our ongoing business and the distraction of management from our day to day business. The 
realization of any of these risks could adversely affect 
our business. Additionally,yy we face competition in identifying acquisition
targets and consummating acquisitions.

ff

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rr

to leased office space. WithW the 2017 CEB acquisition we assumed a significant amount of additional leased 
WeWW face risks related 
space, in particular in Arlington, VirVV ginia, which formerly served as CEB's headquarters location. WeWW have largely completed 
office
ff
all the office
space consolidations necessitated by the CEB acquisition as well as the divestiture of certain former CEB businesses
that  we  completed  during 2018.  In Arlington  we have consolidated  all our  businesses into  a  single new building  and  have 
substantially sublet the excess space in all of our other properties. Similarly, yy in Chicago we have also consolidated into a single
new office
legacy spaces. Through all the consolidations we have tried to secure quality sub-
ff
tenants with appropriate sub-lease terms. However, if subtenants default on their sublease obligation with us or otherwise terminate 
the subleases with us, we may experience a loss of planned sublease rental income, which could result in a material charge against 
our operating results.

space consolidating four different 

ff

WeWW are also in the process of adding new leased spaces to support our continued growth. If the new spaces are not completed on 
schedule, or if the landlord defaults on its commitments and obligations pursuant to the new leases, we may incur additional 
in initiating operations in a new space, including construction delays, IT system
expenses. In addition, unanticipated difficulties 
interruptions, or other infrastructure support problems, could result in a delay in moving into the new space, resulting in a loss of 
employee and operational productivity and a loss of revenue and/or additional expenses, which could also have an adverse, material 
impact on our operating results.

ff

rr

WeWW face risks related 
to litigation. We WW are, and in the future may be, subject to a variety of legal actions, such as employment, 
breach of contract, intellectual property-related, and business torts, including claims of unfair trade practices and misappropriation 
of trade secrets. Given the nature of our business, we are also subject to defamation (including libel and slander), negligence, or 
to defend any such claim 
other claims relating to the information we publish. Regardless of the merits and despite vigorous efforts
our reputation, and responding to any such claim could be time consuming, result in costly litigation and require us to 
can affect 
ff
enter into settlements, royalty and licensing agreements which may not be offered 
or available on reasonable terms. If a claim is
made against us which we cannot defend or resolve on reasonable terms, our business, brand, and financial results could be
materially adversely affected.

ff

ff

ff

rr

to taxation. We WW are a global company and a substantial amount of our earnings is generated outside of the 
WeWW face risks related 
tax rate, financial position and 
ff
United States and taxed at rates less than the U.S. statutory federal income tax rate. Our effective 
results of operations could be adversely affected 
by earnings being higher than anticipated in jurisdictions with higher statutory 
tax rates and, conversely, yy lower than anticipated in jurisdictions that have lower statutory tax rates, by changes in the valuation of 
our deferred tax assets and/or by changes in tax laws or accounting principles and their interpretation by relevant authorities.

ff

At the present time, the United States and other countries where we do business have either changed or are actively considering 
changes in their tax, accounting and other related laws. In the United States, tax reform has introduced numerous new complicated 
tax laws which could unfavorably impact our future effective 
provisions of the U.S. TaxTT Cuts and Jobs Act of 
2017 ("the Act") are highly complex and remain unclear in certain respects. Additional guidance in the form of notices and proposed 
regulations have been issued, and further guidance is expected to be issued. Changes could be made to the proposed regulations, 
future legislation could be enacted, and more regulations and notices could be issued. We WW will continue to monitor and will reflect 
impacts in future financial statements as appropriate. In addition, many state and local tax jurisdictions are still determining how 
they will interpret the Act. Final state and local governments’ legislation or guidance relating to the Act may impact our financial 
results.

VV
tax rate. Various 

ff

During 2015, the Organization for Economic Cooperation and Development (“OECD”) released final reports on various action
items associated with its initiative to prevent Base Erosion and Profit Shifting (“BEPS”). Numerous countries have and continue 
to propose tax law changes intended to address BEPS. The future enactment by various governments of these and other proposals
could significantly increase our tax obligations in many countries where we do business. These actual, potential, and other changes,
both individually and collectively, yy could materially increase our effective 
tax rate and negatively impact our financial position, 
results of operations, and cash flows. 

ff

13

In addition, our tax filings for various years are subject to examination by domestic and international taxing authorities and, during
the ordinary course of business, we are under audit by various tax authorities. Recent and future actions on the part of the OECD 
and various governments have increased scrutiny of our tax filings. Although we believe that our tax filings and related accruals 
from what is reflected in our historical tax provisions
are reasonable, the final resolution of tax audits may be materially different 
and accruals and could have a material adverse effect 
tax rate, financial position, results of operations, and cash
flows, particularly in major taxing jurisdictions including, but not limited to: the United States, Ireland, India, Canada, United 
Kingdom, Japan, and France. 

ff
on our effective 

ff

ff

As of December 31, 2018, we had approximately $171.0 million of accumulated undistributed earnings in our non-U.S. subsidiaries.
Our cash and cash equivalents are held in numerous locations throughout the world. At December 31, 2018, 79% of our cash and 
cash equivalents was held overseas, with a substantial portion representing accumulated undistributed earnings of our non-U.S. 
subsidiaries. Under U.S. GAAP, PP no provision for income taxes that may result from the remittance of accumulated undistributed 
foreign  earnings is required  if  the  Company  intends to reinvest  such earnings overseas indefinitely.  Our  current  liquidity
requirements do not demonstrate a need to repatriate accumulated undistributed foreign earnings to fund our U.S. operations or 
otherwise satisfy the liquidity needs of our U.S. operations. Accordingly,yy the Company intends to continue to reinvest substantially
all of its accumulated undistributed foreign earnings, except in instances in which the repatriation of those earnings would result 
in minimal additional tax. As a result, we have not recognized income tax expense on the amounts deemed permanently reinvested. 
However, under the provisions of the U.S TaxTT Cuts and Jobs Act of 2017, we envision that the income tax that would be payable 
if such earnings were repatriated would be minimal. 

rr

cannot guarantee that we arerr in compliance with all applicable laws and regulations.

Our corporate compliance program 
We WW
operate in a number of countries, including emerging markets, and as a result we are required to comply with numerous, and in 
many cases, changing international and U.S. federal, state and local laws and regulations.As a result, we have a corporate compliance 
program which includes the creation of appropriate policies defining employee behavior that mandate adherence to laws, employee 
training,  annual  affirmations, 
monitoring  and  enforcement.  However, if  any employee fails to  comply  with,  or  intentionally
disregards, any of these laws, regulations or our policies, a range of liabilities could result for the employee and for the Company, yy
including, but not limited to, significant penalties and fines, sanctions and/or litigation, and the expenses associated with defending 
and resolving any of the foregoing, any of which could have a negative impact on our reputation and business.

rr

ff

Risks related to our common stock

rr

y y

fre  omrr

may fluctuate 

period to period and/or the financial 

Our operating results
guidance we have given may not meet the expectations
e
of investors, which may cause the price of our common stock to decline. Our quarterly and annual operating results may fluctuate 
in the future as a result of many factors, including the timing of the execution of research contracts, the extent of completion of 
consulting engagements, the timing of our conferences, the amount of new business generated, the mix of domestic and international 
business, currency  fluctuations,  changes in  market  demand  for  our  products and  services, the timing  of  the development, 
introduction and marketing of new products and services, competition in our industry,yy the impact of our acquisitions, and general 
economic conditions. An inability to generate sufficient 
earnings and cash flow,ww and achieve our forecasts, may impact our operating 
and other activities. The potential fluctuations in our operating results could cause period-to-period comparisons of operating 
results not to be meaningful and may provide an unreliable indication of future operating results. Furthermore, our operating results
may not meet the expectations of investors or the financial guidance we have previously provided. If this occurs, the price of our 
common stock could decline.

ff

of our common stock 
Our stock price may be impacted by factors outside of our control rr and you may not be able to resell 
at or above the price you paid. The price of our common stock is subject to significant fluctuations in response to, among other 
factors, developments in the industries in which we do business, general economic conditions, general market conditions, geo-
political events, changes in the nature and composition of our stockholder base, changes in securities analysts’ recommendations 
regarding our securities and our performance relative to securities analysts’ expectations for any quarterly period, as well as other 
factors outside of our control including any and all factors that move the securities markets generally. These factors may materially 
adversely affect 

the market price of our common stock.

sharesrr

rr

ff

Future rr sales or issuances of our common stock in the public market could lower our stock price. Sales of a substantial number of 
shares of common stock in the public market by our current stockholders, or the threat that substantial sales may occur, could 
cause the market price of our common stock to decrease significantly or make it difficult 
for us to raise additional capital by selling 
stock. The issuance of additional shares of our common stock could also lower the market price of our common stock. Furthermore, 
we have various equity incentive plans that provide for awards in the form of stock appreciation rights, restricted stock, restricted 
stock units and other stock-based awards which have the effect 
of adding shares of common stock into the public market. We WW have
a board-approved share repurchase program and at December 31, 2018, approximately $871.0 million remained available for share 
14

ff

ff

purchases under this program. No assurance can be given that we will continue these share repurchase activities in the future when
the program is completed, or in the event that the price of our common stock reaches levels at which repurchases are not accretive.

grants and awardsrr

Future rr sales of our common stock fromrr
could lower our stock price. As of December 31, 2018, the aggregate 
number of shares of our common stock issuable pursuant to outstanding grants and awards under our equity incentive plans was
approximately 2.6 million shares (approximately 0.5 million of which have vested). In addition, at the present time, approximately 
4.9 million shares may be issued in connection with future awards under our equity incentive plans. Shares of common stock 
issued  under  these plans are  freely  transferable  and  have  been  registered  under  the Securities Act  of  1933,  as amended  (the 
(as that term is defined in Rule 144 under the Securities Act) which are 
“Securities Act”), except for any shares held by affiliates
subject to certain limitations. We WW cannot predict the size of future issuances of our common stock or the effect, 
if any, yy that future 
issuances and sales of shares of our common stock will have on the market price of our common stock.

ff

ff

Interests 
of certain of our significant stockholders may conflict with yours. ToTT our knowledge, as of the date hereof, and based 
rr
upon publicly-available SEC filings, five institutional investors each presently hold over 5% of our common stock. While no 
stockholder or institutional investor individually holds a majority of our outstanding shares, these significant stockholders may
be able,  either  individually  or  acting  together,  to  exercise significant  influence  over  matters  requiring  stockholder  approval, 
including the election of directors, amendment of our certificate of incorporation, adoption or amendment of equity plans and 
approval of significant transactions such as mergers, acquisitions, consolidations and sales or purchases of assets. In addition, in 
the event of a proposed acquisition of the Company by a third party,yy this concentration of ownership may delay or prevent a change 
of control in us. Accordingly, yy the interests of these stockholders may not always coincide with our interests or the interests of other 
stockholders, or otherwise be in the best interests of us or all stockholders.

rr

rr

may discourage or prevent 

Our anti-takeover protections
even if a change in control rr would be beneficial to 
for 
our stockholders. Provisions of our restated certificate of incorporation and bylaws and Delaware law may make it difficult 
any party to acquire control of us in a transaction not approved by our Board of Directors. These provisions include: (i) the ability 
of our Board of Directors to issue and determine the terms of preferred stock; (ii) advance notice requirements for inclusion of 
stockholder proposals at stockholder meetings; and (iii) the anti-takeover provisions of Delaware law. These provisions could 
discourage or prevent a change of control or change in management that might provide stockholders with a premium to the market 
price of their common stock.

a change of control,rr

ff

ITEM 1B. UNRESOLVEDLL

STAFFTT

COMMENTS.

None. 

ITEM 2. PROPERTIES.

RR

As of December 31, 2018, we leased 83 domestic and 43 international active properties. These offices 
support our executive and 
administrative activities, research and consulting, sales, systems support, operations, and other functions. We WW have a significant 
presence in Stamford, Connecticut; Ft. Myers, Florida; Arlington, VirVV ginia; Egham, the United Kingdom; Gurgaon, India; and 
TT
Irving, Texas. 

The Company does not own any real properties.

ff

Our Stamford corporate headquarters are located in 213,000 square feet of leased office 
space in three buildings located on the 
same campus. The Company's lease on the Stamford headquarters facility expires in 2027 and contains three five-year renewal 
options at fair value. In 2017 we leased an additional 57,000 square feet of space in a fourth building adjacent to our Stamford 
headquarters facility under a lease designed to be co-terminus with our headquarters, and we also have options for further space
in this building.

ff

In Ft. Myers, we lease 257,795 square feet in two buildings located on the same campus and we also have an additional 41,590
square feet of leased space in two separate but nearby buildings that house staff ff training and other facilities. Our Ft. Myers leases
expire in 2030. To TT accommodate future growth in Ft. Myers, we also signed a lease (20 year lease with a termination option at 15 
years) with a new multi-building development just south of our current campus for an additional 250,000 square feet to be delivered 
in phases. We WW occupied the first phase of the south campus in 2018 and expect to occupy the rest in 2019. This site also offers 
us
options for further growth as necessary.

ff

In Arlington, we have largely completed our strategy to consolidate multiple heritage CEB and Gartner offices
439,354 square feet across four different 
that expires at the end of 2032. 

that occupied 
locations into 290,215 square feet of space in a single new building for a 15 year term 

ff

ff

15

In Egham, most of our operations are housed in a 107,540 square foot building that opened in September 2017. The Egham lease
has a term of 15 years. We WW also continue to maintain some operations in an adjacent legacy building. 

In Gurgaon,  we occupy 125,358  square feet  across five  locations that  are  a  mix of  serviced  and  traditional  office 
space. ToTT
accommodate future growth in Gurgaon and consolidate our operations, we signed an agreement to lease approximately 250,000
square feet in a new development to be delivered in 2019. This development, which is close to our current locations, also offers 
us potential for further growth as necessary.

ff

ff

In Irving, we have begun a phased occupancy in our new Center of Excellence. To TT support the growth of this site, we signed a 
lease (15 year lease with termination option at 10 years) for 152,000 square feet that will be occupied in a phased manner from 
2018 through 2020. 

WeWW expect to continue to invest in our business by adding headcount, and as a result, we may need additional office 
ff
various locations. Should additional space be necessary,yy we believe that it will be available and at reasonable terms.

space in 

ITEM 3. LEGAL PROCEEDINGS.

L

WeWW are involved in various legal and administrative proceedings and litigation arising in the ordinary course of business. The 
outcome of these individual matters is not predictable at this time. However, we believe that the ultimate resolution of these matters,
on our financial position, 
after considering amounts already accrued and insurance coverage, will not have a material adverse effect 
results of operations, or cash flows in future periods.

ff

ITEM 4. MINE SAFETY DISCLOSURES.

Y

Not applicable.

PARPP

TRR  II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,YY RELATED 
PURCHASES OF EQUITY SECURITIES.

AA

STOCKHOLDER MATTERS 

AA

AND ISSUER 

Our common stock is listed on the New York YY
Stock Exchange under the symbol "IT". As of January 31, 2019, there were 1,189 
holders of record of our common stock. Our 2019 Annual Meeting of Stockholders will be held on May 30, 2019 at the Company’s
corporate headquarters in Stamford, Connecticut. We WW did not submit any matter to a vote of our stockholders during the fourth
quarter of 2018.

AA
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSA

Y

TION PLANS

The equity compensation plan information set forth in Part III, Item 12 of this Form 10-K is hereby incorporated by reference into 
this Part II, Item 5.

SHARE REPURCHASES

The Company has a $1.2 billion board authorization adopted in May 2015 to repurchase the Company's common stock. 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 from cash on hand and borrowings under our 2016 Credit Agreement. 
Repurchases may also be made from time-to-time in connection with the settlement of the Company's share-based compensation
awards.

16

The following table summarizes the repurchases of our outstanding common stock during the three months ended December 31,
2018 pursuant to our $1.2 billion share repurchase authorization and the settlement of share-based compensation awards:

Period

October

November

December

TT
Total for the quarter

Total 
TT
Number of 
r
Shares
Purchased
(#)

Average
AA
Price Paid 
Per Shar
e
($)

r

Total Number
 ofr
TT
Shares Purchased
Under Announced
Program
(#)

Maximum Approximate 

Dollar Value of Shar
VV
May Yet Be Pur

YY

es That 
chased Under
ograms

the Plans or Prr

(in billions) 

1.0

1.0

0.9

424,708

$

80,944

733,365

1,239,017

$

145.46

143.50

133.68

138.36

424,400

71,011

733,044

$

$

1,228,455

17

ITEM 6. SELECTED FINANCIAL DAL

TAA ATT

The fiscal years presented below are for the respective twelve-month period from January 1 through December 31. Data for all 
years was derived or compiled from our audited consolidated financial statements included herein or from submissions of our 
Form 10-K in prior years. The selected consolidated financial data should be read in conjunction with our consolidated financial 
statements and related notes contained in this Annual Report on Form 10-K.

(In thousands, except per share data)
STATEMENT

 OPERATIONS DA

 OFT

AA

AA

TAA A:TT

Revenues:

Research

Conferences

Consulting

Other

Total revenues

Operating income (loss)

Net income

PER SHARE DATA:TT

Basic income per share

Diluted income per share

Weighted average shares outstanding:

Basic

Diluted

OTHER DATAA A:TT

Cash and cash equivalents

Total assets

Long-term debt

Stockholders’ equity (deficit)

2018

2017

2016

2015

2014

$3,105,764

$2,471,280

$1,857,001

$1,614,904

$1,479,976

337,903

327,661

174,650

268,605

318,934

—

251,835

296,317

—

227,707

313,758

—

$3,311,494

$2,444,540
(6,329) $ 305,141
$ 193,582
3,279

$2,163,056

$2,021,441

$ 287,997

$ 286,162

$ 175,635

$ 183,766

410,461

353,667

105,562

$3,975,454

$ 259,715

$ 122,456

$

$

1.35

1.33

$

$

$

$

0.04

0.04

$

$

2.34

2.31

$

$

2.09

2.06

$

$

2.06

2.03

90,827

92,122

88,466

89,790

82,571

83,820

83,852

85,056

89,337

90,719

$ 156,368

538,908

$ 474,233

$ 372,976

$ 365,302

6,201,474

7,283,173

2,367,335

2,168,517

1,904,351

2,146,514

2,943,341

850,757

983,465

672,500

60,878

790,000
(132,400)
$ 345,561

385,000

161,171

$ 346,779

Cash provided by operating activities

$ 471,158

254,517

$ 365,632

The following items impact the presentation and comparability of our consolidated data: 

• 

• 

• 

• 

• 

• 

In 2017 the Company acquired CEB Inc. The operating results of CEB have been included in the Company's operating results
since  the acquisition date.  The  Company  also made acquisitions in the  other  periods  presented  in  the table. Note  2  — 
Acquisitions and Divestitures in the Notes to Consolidated Financial Statements provides additional information. 

In 2018 the Company divested all three of the non-core businesses that comprised its Other segment. Note 2 –Acquisitions
and Divestitures in the Notes provides additional information.

In 2018 and 2017 we had $107.2 million and $158.5 million, respectively, yy of acquisition and integration charges related to 
our acquisitions. Note 2 –Acquisitions and Divestitures in the Notes provides additional information.

In 2017 we recorded a $59.6 million tax benefit related to the U.S. Tax TT Cuts and Jobs Act of 2017, which increased our diluted 
earnings per share by $0.66 per share. Note 10 — Income Taxes

in the Notes provides additional information.

TT

In 2017 the Company borrowed approximately $2.8 billion. In 2018, the Company reduced its outstanding debt by $1.0 billion. 
Note 5 — Debt in the Notes provides additional information. 

In 2017 the Company issued 7.4 million shares of its common stock in connection with the CEB acquisition. Note 7 — 
Stockholders' Equity in the Notes provides additional information. 

18

• We WW repurchased 2.1 million, 0.4 million, 0.6 million, 6.2 million and 5.9 million shares of our common stock in 2018, 2017, 
2016, 2015 and 2014, respectively. We WW used $260.8 million, $41.3 million, $59.0 million, $509.0 million and $432.0 million 
in cash for share repurchases in 2018, 2017, 2016, 2015 and 2014, respectively. Note 7 — Stockholders’ Equity in the Notes
provides additional information. 

19

ITEM 7.  MANAGEMENT’S DISCUSSION AND  ANALYSIS
AA
OPERATIONS.

LL

OF FINANCIAL CONDITION AND  RESULTS LL

OF

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

Business Divestituresrr

During 2018, the Company divested all three of the non-core businesses that comprised its Other segment, each of which were 
acquired as part of the acquisition of CEB Inc. in April 2017. As a result of these divestitures and the movement of a small residual 
product in the Other segment into the Research business, the Company is no longer recording any additional operating activity in 
September  1,  2018. Additional information  regarding  the  divestitures is included  in  Note  2 –
the  Other  segment  effective 
Acquisitions and Divestitures in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. 

ff

FORWRR ARD-LOOKING

WW

STATT TEMENTS

AA

In addition to historical information, this Annual Report on Form 10-K 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,”yy “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” 
“estimate,” “predict,” “potential,” “continue” or other words of similar meaning.

WeWW operate in a very competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which
are beyond our control. Additionally,yy our quarterly and annual revenues, operating income, and cash flows fluctuate as a result of 
many factors, including: the timing of our Symposium/ITxpo series that normally occurs during the fourth quarter, as well as our 
other conferences and meetings; the amount of new business generated, including from acquisitions; the mix of domestic and 
international business; domestic and international economic conditions; changes in market demand for our products and services;
changes  in foreign  currency  rates; the  timing  of  the development, introduction  and  marketing  of  new  products and  services;
competition in the industry; the payment of performance compensation; and other factors. 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 Item 1A. of this Annual Report on Form 10-K, which is incorporated herein by reference.

ff materially 
Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ 
from those discussed in, or implied by, yy the forward-looking statements. Factors that might cause such a difference 
include, but 
are not limited to, those discussed in “Risk Factors” in Item 1A. of this Annual Report on Form 10-K. Readers should not place 
undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were 
made. Except as required by law, ww we disclaim any obligation to review or update these forward-looking statements to reflect events
or circumstances as they occur.

ff

BUSINESS OVERVIEWRR

Gartner, Inc. (NYSE: IT) is the world’s leading research and advisory company and a member of the S&P 500. We WW equip business
leaders with indispensable insights, advice and tools to achieve their goals and build the successful organizations of tomorrow. 
WeWW believe we have an unmatched combination of expert-led, practitioner-sourced and data-driven research that steers clients
toward the right decisions on the issues that matter most. We’re WW a trusted advisor and an objective resource for more than 15,000
organizations in more than 100 countries — across all major functions, in every industry and enterprise size. Gartner is headquartered 
in Stamford, Connecticut, and as of December 31, 2018, we had more than 15,000 associates.

Gartner currently delivers its products and services globally through three business segments:

•  Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas 
of the enterprise through research and other reports, briefings, proprietary tools, access to our analysts and advisors, peer 
networking services and membership programs that enable our clients to make better decisions. Gartner's traditional strengths

20

in IT, marketing and supply chain research were enhanced in 2017 with Gartner's acquisition of CEB Inc., which added CEB's
best practice and talent management research insights across a range of business functions, to include human resources, 
finance, sales and legal.

Conferences (formerly called Events) provides business professionals across the organization the opportunity to learn, share 
and network. From our flagship CIO conference Gartner IT Symposium, to industry-leading conferences focused on specific 
enable attendees to experience the best of Gartner insight 
business roles and topics, to member-driven sessions, our offerings 
and advice live.

ff

Consulting provides customized solutions to unique client needs through on-site, day-to-day support, as well as proprietary 
tools for measuring and improving IT performance with a focus on cost, performance, efficiency 

and quality.

ff

•

•

BUSINESS MEASUREMENTS 

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

BUSINESS SEGMENT BUSINESS MEASUREMENTS
contract value represents the value attributable to all of our subscription-related contracts. It 
Total 
TT
Research
at a specific point in time, without 
is calculated as the annualized value of all contracts in effect 
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. Our total contract value
consists of Global Technology
Sales contract value, which includes sales to users and providers of 
technology, yy and Global Business Sales contract value, which includes sales to all other functional 
leaders.

TT

TT

ff

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 WW
retention rate represents a measure of the amount of contract value we have retained with 
clients over a twelve-month period. Wallet WW retention is calculated on a percentage basis by dividing 
the contract value of clients, who were clients one 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 WW 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 conferences 
completed during the period. Single day,yy local meetings are excluded.

Number of destination conferences attendees represents the total number of people who attend 
destination conferences. Single day, yy 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.

annualized revenue per billable headcount represents a measure of the revenue generating 
AA
Average 
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.

21

F
EXECUTIVE SUMMARYRR  OFY

AA
 OPERA

TIONS

AND FINANCIAL POSITION

L

WeWW have executed a consistent growth strategy since 2005 to drive revenue and earnings growth. The fundamentals of our strategy 
include  a focus  on creating  extraordinary  research  insight, delivering  innovative  and  highly  differentiated 
ff
product  offerings, 
building  a  strong  sales capability, yy providing  world  class client  service  with  a  focus on client  engagement  and  retention,  and 
continuously improving our operational effectiveness.

ff

ff

WeWW continue to focus on maximizing shareholder value. During 2018, we repurchased 2.1 million shares of our outstanding common 
stock, reduced the Company's outstanding debt by $1.0 billion, and divested all three of the non-core businesses that comprised 
the Company's Other segment, each of which were acquired as part of the acquisition of CEB Inc. ("CEB") in 2017. 

WeWW had total revenues of $4.0 billion in 2018, an increase of 20% compared to 2017 on a reported basis and 19% excluding the 
foreign currency impact. Net income increased to $122.5 million in 2018 from $3.3 million in 2017 and, as a result, diluted earnings 
per share was $1.33 in 2018 compared to $0.04 in 2017.

Research revenues increased to $3.1 billion during 2018, or 26% compared to 2017 on a reported basis and 25% excluding the 
foreign currency impact. The Research gross contribution margin improved by two points in 2018, to 69%. TotalTT
contract value 
was $3.2 billion at December 31, 2018, an increase of 11% compared to December 31, 2017 on a foreign currency neutral basis.

Conferences revenues increased to $410.5 million in 2018, or 21% compared to 2017 on a reported basis and 22% excluding the 
foreign currency impact. The Conferences gross contribution margin was 50% and 48% in 2018 and 2017, respectively. We WW held 
70 and 69 destination conferences in 2018 and 2017, respectively. 

Consulting revenues increased to $353.7 million in 2018, or 8% compared to 2017 on a reported basis and 7% excluding the 
foreign currency impact. The Consulting gross contribution margin was 29% for both 2018 and 2017. Backlog was $110.7 million 
at December 31, 2018. 

Cash provided by operating activities was $471.2 million and $254.5 million during 2018 and 2017, respectively. As of December 
31, 2018, we had $156.4 million of cash and cash equivalents and $1.0 billion of available borrowing capacity on our revolving 
credit facility.

CRITICAL ACCOUNTING POLICIES AND ESTIMATESAA

The preparation of our consolidated financial statements requires the application of appropriate accounting policies and the use
of estimates. Our significant accounting policies are described in Note 1 — Business and Significant Accounting Policies in the 
Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K. Management considers the policies
discussed below to be critical to an understanding of our financial statements because their application requires complex and 
subjective management judgments and estimates. Specific risks for these critical accounting policies are also described below.

The preparation of our consolidated financial statements requires us to make estimates and assumptions about future events. We WW
develop our  estimates using both current  and  historical  experience,  as well  as other  factors,  including  the general  economic 
environment and actions we may take in the future. We WW adjust such estimates when facts and circumstances dictate. However, our 
estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates
ff materially from actual results. Ongoing 
are based on our best judgment at a point in time and, as such, they may ultimately differ 
changes in our estimates could be material and would be reflected in the Company’s consolidated financial statements in future 
periods.

Our critical accounting policies pertaining to the years presented in the consolidated financial statements included in this Annual 
Report on Form 10-K are described below.

Revenue recognition — On January 1, 2018, the Company adopted Financial Accounting Standards Board ("FASB")
Accounting 
Standards Update No. 2014-09, "Revenue from Contracts with Customers" ("ASU No. 2014-09"). ASU No. 2014-09 and related 
amendments required changes in revenue recognition policies as well as enhanced disclosures. Among other things, ASU No. 
2014-09 requires a five-step evaluative process that consists of:

FF

(1) Identifying the contract with the customer;
(2) Identifying the performance obligations in the contract;
(3) Determining the transaction price for the contract;

22

(4) Allocating the transaction price to the performance obligations in the contract; and
(5) Recognizing revenue when (or as) performance obligations are satisfied.

ff

The Company adopted ASU No. 2014-09 on January 1, 2018 using the modified retrospective method of adoption. Under this
method of adoption, the cumulative effect 
of applying the new standard is recorded at the date of initial application, with no 
restatement of the comparative prior periods presented. The adoption of ASU No. 2014-09 did not have a material impact on the 
Company’s consolidated financial statements. However, the adoption of the new standard required reclassifications of certain 
amounts presented in the Company’s consolidated balance sheet. Prior to January 1, 2018, the Company recognized revenue in 
accordance with then-existing generally accepted accounting principles in the United States of America and SEC Staff ff Accounting 
Bulletin No. 104, "Revenue Recognition" (“prior GAAP”). Under both ASU No. 2014-09 and prior GAAP,PP revenue can only be
recognized when all of the required criteria are met. Note 1 — Business and Significant Accounting Policies in the Notes to 
Consolidated Financial Statements provides additional information regarding our adoption of ASU No. 2014-09 and its impact 
on the Company's consolidated financial statements and related disclosures.

Our revenue by significant source is accounted for as follows:

•  Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred 
and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right 
business software for their needs are recognized when the leads are provided to vendors.

•  Conferences revenues are deferred and recognized upon the completion of the related conference or meeting. 

•  Consulting revenues are principally generated from fixed fee and time and material engagements. Revenues from fixed fee 
contracts are recognized as we work to satisfy our performance obligations. Revenues from time and materials engagements
are recognized as work is delivered and/or services are provided. Revenues related to contract optimization contracts are 
contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.

The majority of Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time.
Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation 
or fiscal funding clauses. It is our policy to record the amount of a subscription contract that is billable as a fee receivable at the 
time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable 
claim.

Uncollectible fees receivable — At December 31, 2017, the Company maintained an allowance for losses that was comprised of 
a bad debt allowance and a revenue reserve. In connection with the adoption of ASU No. 2014-09 on January 1, 2018, management 
concluded that the revenue reserve was a refund liability rather than a contra-receivable due to the nature of the account activity. 
As a result, the Company reclassified the revenue reserve of $6.2 million on January 1, 2018 from the allowance for losses to 
Accounts payable and accrued liabilities and will consistently present the revenue reserve in this manner in all future consolidated 
balance sheets. Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements provides
additional information regarding our adoption of ASU No. 2014-09 and its impact on the Company's allowance for losses. Increases
and decreases in the allowance for losses are charged to earnings, either to expense (i.e., the bad debt allowance) or revenues (i.e., 
the revenue reserve).

The determination of the bad debt allowance is based on historical loss experience, an assessment of current economic conditions,
the aging of outstanding receivables, the financial health of specific clients and probable losses. This evaluation is inherently 
judgmental and requires estimates. The Company's bad debt allowance is periodically re-evaluated and adjusted as more information 
about the ultimate collectability of fees receivable becomes available. Circumstances that could cause our bad debt allowance to 
increase include changes in our clients’ liquidity and credit quality, yy other factors negatively impacting our clients’ ability to pay
their obligations as they come due, and the effectiveness

of our collection efforts.

ff

ff

The following table presents our total fees receivable and the related allowance for losses (in thousands):

Total fees receivable (1)

Allowance for losses (2)

Fees receivable, net

23

December 31,

2018

$

$

1,262,818
(7,700)
1,255,118

$

$

2017

1,189,543
(12,700)
1,176,843

TT
fees receivable at December 31, 2017 included $26.7 million of contract assets. As a result of the Company's adoption 
(1) Total 
of ASU No. 2014-09 on January 1, 2018, contract assets are now included in Prepaid expenses and other current assets on
the Company's consolidated balance sheet at December 31, 2018.

(2) The allowance for losses at December 31, 2017 included $6.2 million that was attributable to the Company's revenue reserve. 
As a result of the Company's adoption of ASU No. 2014-09 on January 1, 2018, the revenue reserve balance is now included 
in Accounts payable and accrued liabilities on the Company's consolidated balance sheet at December 31, 2018.

Goodwill and other intangible assets — When we acquire a business, we determine the fair value of the assets acquired and 
liabilities  assumed  on  the  date  of  acquisition, which  may  include  a significant  amount  of  intangible  assets such as customer 
relationships, software and content, as well as resulting goodwill. When determining the fair values of the acquired intangible 
assets, we consider, among other factors, analyses of historical financial performance and an estimate of the future performance 
of the acquired business. The fair values of the acquired intangible assets are primarily calculated using an income approach that 
relies on discounted cash flows. This method starts with a forecast of the expected future net cash flows for the asset and then 
adjusts the forecast to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash
flow streams. We WW consider this approach to be the most appropriate valuation technique because the inherent value of an acquired 
intangible asset is its ability to generate future income. In a typical acquisition, we engage a third-party valuation expert to assist 
us with the fair value analyses for acquired intangible assets.

Determining the fair values of acquired intangible assets requires us to exercise significant judgment. We WW select reasonable estimates
and  assumptions based  on evaluating  a  number  of  factors,  including, but  not  limited  to, marketplace  participants, consumer 
awareness and brand history. Additionally,yy there are significant judgments inherent in discounted cash flows such as estimating
the amount and timing of projected future cash flows, the selection of appropriate discount rates, hypothetical royalty rates and 
contributory asset capital charges. Specifically, yy the selected discount rates are intended to reflect the risk inherent in the projected 
future cash flows generated by the underlying acquired intangible assets.

Determining an acquired intangible asset's useful life also requires significant judgment and is based on evaluating a number of 
factors, including, but not limited to, the expected use of the asset, historical client retention rates, consumer awareness and trade 
name history,yy as well as any contractual provisions that could limit or extend an asset's useful life.

The Company evaluates recorded goodwill in accordance with FASBFF
350, 
which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate 
that the carrying value of goodwill may not be recoverable. In addition, an impairment evaluation of our amortizable intangible 
assets may also be performed if events or circumstances indicate potential impairment. Among the factors that could trigger an
impairment review are current operating results that do not align with our annual plan or historical performance; changes in our 
strategic plan or the use of our assets; restructuring charges or other changes in our business segments; competitive pressures and 
changes in the general economy or in the markets in which we operate; and a significant decline in our stock price and our market 
capitalization relative to our net book value.

Accounting Standards Codification ("ASC") TopicTT

TT
ASC Topic 

FASBFF
350 requires an annual assessment of the recoverability of recorded goodwill, which can be either quantitative 
or qualitative in nature, or a combination of the two approaches. Both methods utilize estimates which, in turn, require judgments
and assumptions regarding future trends and events. As a result, both the precision and reliability of the resulting estimates are 
subject to uncertainty. If our goodwill impairment evaluation determines that the fair value of a reporting unit is less than its related 
carrying amount, we may recognize an impairment charge. Among the factors that we consider in a qualitative assessment are 
general economic conditions and the competitive environment; actual and projected reporting unit financial performance; forward-
looking business measurements; and external market assessments. A quantitative analysis requires management to consider each
of the factors relevant to a qualitative assessment, as well as the utilization of detailed financial projections, to include the rate of 
revenue growth, profitability and cash flows, as well as assumptions regarding discount rates, the Company's weighted average 
cost of capital and other data, in order to determine a fair value for our reporting units.

WeWW conducted a quantitative assessment of the fair value of all of the Company's reporting units during the quarter ended September 
30, 2018. Our assessment determined that the fair values of the Company's reporting units continue to exceed their respective 
carrying values and, as a result, no goodwill impairment was indicated. Note 1 — Business and Significant Accounting Policies 
in the Notes to Consolidated Financial Statements provides additional information regarding goodwill and amortizable intangible 
assets.

Accounting for income taxes — The Company uses the asset and liability method of accounting for income taxes. We WW estimate
our income taxes in each of the jurisdictions where we operate. This process involves estimating our current tax expense or benefit 
together with assessing temporary differences 
treatment of items for tax and accounting purposes. These 
ff
result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. When assessing the 
differences 

resulting from differing 

ff

ff

24

realizability of deferred tax assets, we consider if it is more likely than not that some or all of the deferred tax assets will not be
realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities,
projected future taxable income, and ongoing prudent and feasible tax planning strategies. The Company recognizes the tax benefit 
from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits 
of the position.

TT
ASC Topics

Accounting for stock-based compensation — The Company accounts for stock-based compensation awards in accordance with 
FASB 
505 and 718 and SEC Staff ff Accounting Bulletins No. 107 and No. 110. The Company recognizes stock-based 
FF
compensation expense, which is based on the fair value of the award on the date of grant, over the related service period. Note 8
— Stock-Based Compensation in the Notes to Consolidated Financial Statements provides additional information regarding stock-
based compensation. Determining the appropriate fair value model and calculating the fair value of stock-based compensation
awards requires the use of certain subjective assumptions, including the expected life of a stock-based compensation award and 
the Company’s common stock price volatility. In addition, determining the appropriate periodic stock-based compensation expense
requires management  to  estimate the likelihood  of  the achievement  of  certain  performance  targets. The  assumptions used  in 
calculating the fair values of stock-based compensation awards and the related periodic expense represent management’s best 
estimates, which involve inherent uncertainties and the application of judgment. As a result, if circumstances change and the 
Company deems it necessary in the future to modify the assumptions it made or to use different 
assumptions, or if the quantity 
and nature of the Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and 
ff
future stock-based compensation expense could be materially different 

from what has been recorded in the current period.

ff

Restructuring and other accruals — We WW may record accruals for severance costs, costs associated with excess facilities that we 
have leased, contract terminations, asset impairments and other costs as a result of ongoing actions we undertake to streamline 
our organization, reposition certain businesses and reduce costs. Estimates of costs to be incurred to complete these actions, such
as future lease payments, sublease income, the fair value of assets, and severance and related benefits, are based on assumptions
at the time the actions are initiated. These accruals may need to be adjusted to the extent that actual costs differ 
from such estimates.
In addition, these actions may be revised due to changes in business conditions that we did not foresee at the time such plans were 
approved. We WW also record accruals during the year for our various employee cash incentive programs. Amounts accrued at the end 
of each reporting period are based on our estimates and may require adjustment as the ultimate amount paid for these incentives 
are sometimes not known with certainty until the end of our fiscal year.

ff

Accounting Standards Update No. 2016-02, "Leases," as amended ("ASU 
Accounting for leases — The Company adopted FASBFF
ASC TopicTT
No. 2016-02"), on January 1, 2019. Prior thereto, the Company recognized lease expense in accordance with FASBFF
840, Leases. Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements provides
additional information regarding our leases and the adoption of the new leasing standard. 

25

RESULTS LL OF OPERATIONS

AA

Consolidated Results

2018 VERSUS 2017

The table below presents an analysis of selected line items and year-over-year changes in our Consolidated Statements of Operations
for the years indicated (in thousands). The operating results of CEB are included beginning on April 5, 2017, the date of the 
acquisition.

Total revenues

Costs and expenses:

    Cost of services and product development

    Selling, general and administrative

    Depreciation

Amortization of intangibles

Acquisition and integration charges

r

Operating income (loss)

Interest expense, net

Gain from divested operations

Other income, net

Provision (benefit) for income taxes

Net income

r

YearYY  Ended
December 31,
r
2018

r

YearYY  Ended
December 31,
r
2017

Effect on
Net Income -
Increase
(Decrease)

Increase
(Decrease)
%

$

3,975,454

$

3,311,494

$

663,960

20%

1,468,800

1,884,141

68,592

187,009

107,197

259,715
(124,208)
45,447

167

58,665

$

122,456

$

1,320,198

1,599,004

63,897

176,274

158,450
(6,329)
(124,936)
—

3,448
(131,096)
3,279

$

(148,602)
(285,137)
(4,695)
(10,735)
51,253

266,044

728

45,447
(3,281)
(189,761)
119,177

(11)
(18)
(7)
(6)
32

>100

1

>100
(95)
>(100)

>100%

REVENUES for the year ended December 31, 2018 increased $664.0 million, to $4.0 billion, an increase of 20% compared 
TOTALTT
to the year ended December 31, 2017 on a reported basis and 19% excluding the foreign currency impact. A portion of the total 
revenue increase for 2018 compared to 2017 was due to the CEB acquisition.

The table below presents total revenues by geographic region for the years indicated (in thousands):

Geographic Region

United States and Canada

Europe, Middle East and Africa

Other International

TT
Totals

r

YearYY  Ended
December 31,
2018

r

YearYY  Ended
December 31,
2017

Increase
(Decrease)
$

Increase
(Decrease)
%

$

$

2,514,952

$

2,092,366

$ 422,586

1,000,490

460,012

855,421

363,707

145,069

96,305

3,975,454

$

3,311,494

$ 663,960

20%

17

26

20%

The table below presents our revenues by segment for the years indicated (in thousands):

Segment

Research
Conferences

Consulting

Other (1)

TT
Totals

r

YearYY  Ended
December 31,
2018
3,105,764
410,461

$

r

YearYY  Ended
December 31,
2017
2,471,280
337,903

$

353,667

105,562

327,661

174,650

$

3,975,454

$

3,311,494

Increase
(Decrease)
$
$ 634,484
72,558

26,006
(69,088)
$ 663,960

Increase
(Decrease)
%

26%
21

8
(40)
20%

(1) During 2018, the Company divested all three of the non-core businesses that comprised its Other segment.

26

Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

A

RR

AND PRODUCT DEVELOPMENT was $1.5 billion in 2018, an increase of $148.6 million compared to 
COST OF SERVICES 
2017, or 11% on both a reported basis and excluding the foreign currency impact. This increase was primarily due to higher payroll 
and related benefits costs resulting from increased headcount, as well as incremental payroll and related benefits costs resulting 
from the CEB acquisition. Cost of services and product development as a percent of revenues was 37% and 40% for 2018 and 
2017, respectively, yy with the improvement in 2018 primarily due to the negative impact on revenue from the deferred revenue fair 
value accounting adjustment, which was substantially less in 2018 compared to 2017. 

AA

SELLING, GENERAL AND ADMINISTRATIVE 
(“SG&A”) expense was $1.9 billion in 2018, an increase of $285.1 million 
compared to 2017, or 18% on a reported basis and 17% excluding the foreign currency impact. This increase was primarily due 
to: (i) higher commissions from increased sales bookings; (ii) incremental costs from the CEB acquisition; (iii) higher facilities 
and corporate costs; and (iv) more payroll and related benefits costs, which were driven mostly by increased headcount. These 
by a reduction in SG&A expense resulting from certain businesses that were divested during 2018. The 
items were partially offset 
overall headcount growth includes increases in quota bearing sales associates at Global Technology
Sales and Global Business
Sales to 3,104 and 790, respectively, yy at December 31, 2018. On a combined basis, the total number of quota-bearing sales associates
increased by 16% when compared to December 31, 2017. SG&A expense as a percent of revenues was 47% and 48% for 2018
and 2017, respectively.

TT

ff

DEPRECIATION 
leasehold improvements acquired with CEB and additional Gartner investments.

increased $4.7 million during 2018 when compared to 2017. Such increase was due to property,yy equipment and 

AA

AMORTIZA
AA
RR
additional amortization recorded in connection with our 2017 acquisitions.

OF INTANGIBLES 

TION 

TT

increased $10.7 million during 2018 when compared to 2017. Such increase was due to 

AA

ACQUISITION AND INTEGRATION 
CHARGES declined in 2018 compared to 2017 as the Company had two acquisitions in 
2017 and none in 2018. Acquisition and integration charges consist of additional costs and expenses resulting from our acquisitions
and include, among other items, professional fees, severance, stock-based compensation charges and accruals for exit costs for 
certain office 
space in Arlington, VirVV ginia related to our acquisition of CEB that the Company does not intend to occupy. During 
2018, exit costs represented the single largest component of our acquisition and integration charges.

ff

INCOME (LOSS) was operating income of $259.7 million in 2018 compared to an operating loss of $6.3 million 
AA
OPERATING 
in 2017. The improvement in profitability in 2018 reflects several factors, including (i) higher Research and Conferences segment 
contributions, and (ii) reduced acquisition and integration charges. These items were partially offset 
by higher cost of services and 
product development, SG&A expense and amortization of intangibles.

ff

INTEREST EXPENSE, NET declined slightly in 2018 compared to 2017. The weighted-average debt outstanding in 2018 was
approximately $2.5 billion compared to $2.8 billion in 2017. Offsetting 
the favorable impact of the lower weighted-average debt 
ff
outstanding in 2018 was a higher weighted-average annual effective 

interest rate during 2018 when compared to 2017.

ff

was $45.4 million in 2018 and was attributable to sales of certain business units and 
GAIN FROM DIVESTED OPERATIONS 
other  miscellaneous assets. Additional  information  is included  in  Note  2  — Acquisitions and  Divestitures in the Notes to 
Consolidated  Financial Statements while  additional information  regarding  our  segments is included  in  Note  14 —  Segment 
Information.

AA

OTHER INCOME, NET for 2018 and 2017 primarily reflects the net impact of foreign currency gains and losses from our hedging 
activities, as well as sales of certain state tax credits and the recognition of other tax incentives.

TT

in 2018 was an expense of $58.7 million on pretax income of $181.1 million 
PROVISION (BENEFIT) FOR INCOME TAXES 
compared to a benefit of $131.1 million on a pretax loss of $127.8 million in 2017. The effective 
income tax rate was 32.4% in 
ff
2018 compared to 102.6% in 2017. Both periods included favorable adjustments for the impact of the U.S. Tax TT Cuts and Jobs Act 
of 2017. The adjustment in 2017 was more significant than 2018 and had a larger favorable impact on the 2017 effective 
tax rate. 
The 2017 tax rate was also favorably impacted by the recognition of unrealized capital losses from a divested business. See Note 
10 - Income Taxes
in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for further 
information related to the Company’s effective 

tax rates.

TT

ff

ff

NET INCOME was $122.5 million and $3.3 million during 2018 and 2017, respectively. Additionally,yy our diluted income per 
share increased by $1.29 in 2018 when compared to 2017. These changes reflect an improvement in our 2018 operating profitability 

27

and the gain from divested operations, partially offset 
the favorable impacts from the U.S. TaxTT Cuts and Jobs Act of 2017. 

ff

by an increase in our income tax expense. Our 2017 income taxes included 

2017 VERSUS 2016

The table below presents an analysis of selected line items and year-over-year changes in our Consolidated Statements of Operations
for the years indicated (in thousands). The operating results of CEB are included beginning on April 5, 2017, the date of the 
acquisition.

Total revenues

Costs and expenses:

    Cost of services and product development

    Selling, general and administrative

    Depreciation

Amortization of intangibles
Acquisition and integration charges

r

Operating (loss) income

Interest expense, net

Other income, net

(Benefit) provision for income taxes

Net income

$

r

YearYY  Ended
r
December 31,
2017

r

YearYY  Ended
r
December 31,
2016

Effect on
Net Income -
Increase
(Decrease)

Increase
(Decrease)
%

$

3,311,494

$

2,444,540

$

866,954

35 %

1,320,198

1,599,004

63,897

176,274
158,450
(6,329)
(124,936)
3,448
(131,096)
3,279

945,648

1,089,184

37,172

24,797
42,598

305,141
(25,116)
8,406

94,849

$

193,582

$

(374,550)
(509,820)
(26,725)
(151,477)
(115,852)
(311,470)
(99,820)
(4,958)
225,945
(190,303)

(40)

(47)

(72)

>(100)
>(100)

>(100)

>(100)

(59)

>100

(98)%

TOTALTT
REVENUES for the year ended December 31, 2017 increased $867.0 million, to $3.3 billion, an increase of 35% compared 
to the  year  ended  December  31,  2016  on  both a  reported  basis and  excluding  the  foreign  currency  impact. CEB contributed 
approximately $522.9 million of the revenue increase.

The table below presents total revenues by geographic region for the years indicated (in thousands):

Geographic Region

United States and Canada

Europe, Middle East and Africa
Other International

TT
Totals

r

YearYY  Ended
December 31,
2017

r

YearYY  Ended
December 31,
2016

Increase
(Decrease)
$

Increase
(Decrease)
%

$

$

2,092,366

$

1,519,748

$ 572,618

855,421
363,707

616,721
308,071

238,700
55,636

3,311,494

$

2,444,540

$ 866,954

38%

39
18

35%

The table below presents our revenues by segment for the years indicated (in thousands):

Segment

Research

Conferences

Consulting

Other

TT
Totals

r

YearYY  Ended
December 31,
2017
2,471,280

$

r

YearYY  Ended
December 31,
2016
1,857,001

$

337,903

327,661

174,650

268,605

318,934

—

Increase
(Decrease)
$
$ 614,279

69,298

8,727

174,650

$

3,311,494

$

2,444,540

$ 866,954

Increase
(Decrease)
%

33%

26

3

100

35%

Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

A

28

RR

COST OF SERVICES 
AND PRODUCT DEVELOPMENT was $1.3 billion in 2017, an increase of $374.6 million compared to 
2016, or 40% on both a reported basis and excluding the foreign currency impact. Approximately $238.0 million of the increase 
was attributable to CEB. The additional increase of $136.6 million in cost of services and product development was primarily due 
to higher payroll and related benefits costs resulting from increased headcount, which increased 20% exclusive of incremental 
CEB personnel. Cost of services and product development as a percentage of revenues was 40% and 39% for 2017 and 2016, 
respectively.

AA

SELLING, GENERAL AND ADMINISTRATIVE 
(“SG&A”) expense was $1.6 billion in 2017, an increase of $509.8 million 
compared to 2016, or 47% on both a reported basis and excluding the foreign currency impact. Approximately $283.8 million of 
the increase was attributable to CEB. In addition to these incremental CEB-related costs, all other SG&A costs increased $226.0
million in 2017, primarily due to $107.4 million in higher payroll and related benefits costs, reflecting a 17% overall headcount 
increase; $33.8 million in higher commissions due to increased sales bookings; and $84.8 million in higher corporate costs and 
foreign exchange impact. Such overall headcount growth includes a 15% increase in non-CEB quota-bearing sales associates.
SG&A expense as a percent of revenues was 48% and 45% for 2017 and 2016, respectively.

DEPRECIATION 
improvements acquired with CEB and additional Gartner investments.

AA

increased  $26.7  million  during  2017 when  compared  to 2016,  due  to property,yy equipment  and  leasehold 

AMORTIZA
AA
RR
amortization from the intangibles recorded in connection with our 2017 acquisitions.

OF INTANGIBLES 

TION 

TT

increased  $151.5 million  during 2017 when  compared  to  2016  due  to additional 

AA

ACQUISITION AND INTEGRATION 
CHARGES increased $115.9 million during 2017 when compared to 2016. Acquisition
and integration charges reflect additional costs and expenses resulting from our acquisitions and include, among other items,
space in 
professional fees, severance, stock-based compensation charges and accruals for exit costs in 2017 for certain office 
Arlington, VirVV ginia related to our acquisition of CEB that the Company does not intend to occupy. Our acquisition and integration 
charges increased in 2017 because of the Company's acquisitions during that year.

ff

(LOSS) INCOME was an operating loss of $6.3 million during 2017 compared to operating income of $305.1
AA
OPERATING 
million in 2016. The decline reflects several factors. We WW had a lower segment contribution margin in our Research business resulting 
from a CEB deferred revenue fair value adjustment. WeWW also had higher SG&Aand acquisition-related costs, including depreciation, 
amortization of intangibles, and acquisition and integration charges.

INTEREST EXPENSE, NET increased $99.8 million during 2017 when compared to 2016. The increase was primarily due to 
higher borrowings during 2017.

OTHER INCOME, NET was $3.4 million during 2017, primarily reflecting the net impact of foreign currency gains and losses
from our hedging activities, as well as the sale of certain state tax credits and the recognition of other tax incentives. Other income,
net was $8.4 million in 2016, which included a gain of $2.5 million from the extinguishment of a portion of an economic development 
loan from the State of Connecticut, the sale of certain state tax credits and the recognition of other tax incentives, and the net 
impact of gains and losses from our foreign currency hedging activities.

(BENEFIT) PROVISION FOR INCOME TAXES 
compared to an expense of $94.8 million on pretax income of $288.4 million in 2016. The effective 
in 2017 compared to 32.9% in 2016. The change in the effective 
of U.S. tax reform, the recognition in 2017 of unrealized capital losses on the then-pending divestiture of the CEB Talent 
business, and increases in tax benefits associated with equity compensation.

in 2017 was a benefit of $131.1 million on a pretax loss of $127.8 million 
income tax rate was 102.6%
income tax rate was primarily attributable to the favorable impact 
Assessment 

TT

TT

ff

ff

NET INCOME was $3.3 million and $193.6 million during 2017 and 2016, respectively. The year-over-year change primarily 
by income tax benefits in 2017, including 
reflects declines in our operating profitability and higher interest expense, partially offset 
the impact of the Tax TT Cuts and Jobs Act of 2017. As a result of substantially lower net income and a 7% increase in the number 
of weighted average shares outstanding, diluted earnings per share declined to $0.04 in 2017 from $2.31 in 2016.

ff

29

SEGMENT RESULTSLL

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

Business Divestituresrr

During 2018, the Company divested all three of the non-core businesses that comprised its Other segment, each of which were 
acquired as part of the acquisition of CEB Inc. in April 2017. As a result of these divestitures and the movement of a small residual 
product in the Other segment into the Research business, the Company is no longer recording any additional operating activity in 
the  Other  segment  effective 
September  1,  2018. Additional information  regarding  the  divestitures is included  in  Note  2 –
Acquisitions and Divestitures in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.

ff

The Company's current reportable segments are as follows:

•  Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas 
of the enterprise through research and other reports, briefings, proprietary tools, access to our analysts and advisors, peer 
networking services and membership programs that enable our clients to make better decisions. Gartner's traditional strengths
in IT, marketing and supply chain research were enhanced in 2017 with Gartner's acquisition of CEB Inc., which added CEB's
best practice and talent management research insights across a range of business functions, to include human resources, 
finance, sales and legal.

•  Conferences (formerly called Events) provides business professionals across the organization the opportunity to learn, share 
and network. From our flagship CIO conference Gartner IT Symposium, to industry-leading conferences focused on specific 
business roles and topics, to member-driven sessions, our offerings 
enable attendees to experience the best of Gartner insight 
and advice live.

ff

•  Consulting provides customized solutions to unique client needs through on-site, day-to-day support, as well as proprietary 

tools for measuring and improving IT performance with a focus on cost, performance, efficiency 

ff

and quality.

The sections below present the results of the Company's three currently reportable business segments and its Other segment:

Researchrr

As Of And
For The
YearYY
Ended
December
31, 2018

As Of And
For The
YearYY
Ended
December
31, 2017

Increase
(Decrease)

Percentage
Increase
(Decrease)

As Of And
For The
YearYY
Ended
December
31, 2017

As Of And
For The
YearYY
Ended
December
31, 2016

Increase
(Decrease)

Percentage
Increase
(Decrease)

Financial Measurements:

Revenues (1)

$3,105,764

$2,471,280

Gross contribution (1)

$2,144,097

$1,653,014

Gross contribution margin

69%

67%

$

$

634,484

491,083

2 points

26% $2,471,280

$1,857,001

30% $1,653,014

$1,285,611

$

$

614,279

367,403

—

67%

69%

(2) points

Business Measurements:

Global Technology Sales (2):

Contract value (1), (3)

$2,556,000

$2,238,000

$

318,000

14% $2,238,000

$1,975,000

$

263,000

Client retention

Wallet retention

Global Business Sales (2):

83%

105%

83%

105%

—

—

—

—

83%

105%

82%

103%

1 point

2 points

Contract value (1), (3)

$607,000

$601,000

$

Client retention

WW
Wallet retention

82%

95%

81%

100%

6,000

1 point

(5) points

1%

$601,000

$568,000

—

—

81%

100%

76%

95%

33,000

5 points

5 points

33%

29%

—

13%

—

—

6%

—

—

(1) Dollars in thousands.

30

TT
(2) Global Technology 

Sales ("GTS") includes sales to users and providers of technology. Global Business Sales ("GBS") includes

sales to all other functional leaders.

(3) Contract values are on a foreign exchange neutral basis and exclude certain amounts related to divested businesses. Additional
information regarding our divestitures is included in Note 2 – Acquisitions and Divestitures in the Notes to Consolidated 
Financial Statements included in this Annual Report on Form 10-K. The contract values at December 31, 2016 include pre-
acquisition CEB amounts that were calculated using Gartner's methodology as well as 2018 foreign exchange rates.

2018 VERSUS 2017

Research revenues increased by $634.5 million during 2018 compared to 2017, or 26% on a reported basis and 25% excluding 
the foreign currency impact. Higher revenues in 2018 were primarily driven by (i) a double-digit increase in subscription revenues 
in 2018, a portion of which was due to the impact of the CEB acquisition, as 2018 included a full year of revenue compared to 
nine months in 2017; and (ii) the negative impact on revenue in 2017 from the deferred revenue fair value accounting adjustment 
resulting from the CEB acquisition, which had a significantly lesser impact in 2018. The gross contribution margin improved by
two points in 2018, primarily due to (i) a negative impact on margin in 2017 from the deferred revenue fair value accounting
adjustment, which had a significantly lesser impact in 2018; and (ii) improvement in margins for our premium services in 2018.

contract value increased to $3.2 billion at December 31, 2018, or 11%. Total 

TotalTT
contract value at December 31, 2018 increased 
by double-digits across almost all of the Company’s client sizes as well as about three-quarters of its industry segments when
compared to December 31, 2017. GTS and GBS contract values increased 14% and 1%, respectively,yy at December 31, 2018 when 
compared to December 31, 2017. The 14% increase in GTS contract value during 2018 reflects additional sales headcount and 
productivity improvements. The slower 1% growth in GBS contract value during 2018 reflects the Company's strategic decision
to discontinue new sales of the largest legacy enterprise products in favor of new seat-based GxL products (i.e., products for 
business leaders across an enterprise). 

TT

GTS client retention was 83% as of both December 31, 2018 and 2017, while wallet retention was 105% at both dates. GBS client 
retention was 82% and 81% as of December 31, 2018 and 2017, respectively,yy while wallet retention was 95% and 100%, respectively. 
The number of GTS client enterprises increased by 6% at December 31, 2018 when compared to December 31, 2017, while the 
corresponding number of GBS client enterprises decreased by 4% year-over-year.

2017 VERSUS 2016

Research revenues increased by $614.3 million during 2017 compared to 2016, or 33% on both a reported basis and excluding 
the foreign currency impact. On a reported basis, CEB contributed $309.6 million of the 2017 increase. The additional increase 
of $304.7 million in Research revenues represented a 16% increase in our non-CEB Research revenues on both a reported basis
and excluding the foreign currency impact, with approximately one point of the increase due to L2, Inc., which we acquired in 
the first quarter of 2017. The gross contribution margin declined by two points during 2017, primarily due to the impact of the 
deferred revenue fair value accounting adjustment resulting from the CEB acquisition.

Excluding the foreign currency impact, GTS and GBS contract values increased 13% and 6%, respectively,yy at December 31, 2017
contract 
when compared to December 31, 2016. Total 
value at December 31, 2017 increased by double-digits across all of the Company’s sales regions and client sizes and virtually 
every industry segment compared to December 31, 2016.

contract value increased to $2.8 billion at December 31, 2017, or 12%. Total 

TT

TT

GTS client retention was 83% and 82% as of December 31, 2017 and 2016, respectively,yy while wallet retention was 105% and 
103%, respectively. GBS client retention was 81% and 76% as of December 31, 2017 and 2016, respectively,yy while wallet retention 
was 100% and 95%, respectively. The number of GTS client enterprises increased by 7% at December 31, 2017 when compared 
to December 31, 2016, while the corresponding number of GBS client enterprises was flat year-over-year.

31

rr
Conferences

The Conferences segment was previously called Events.

As Of
And For
The YearYY
Ended
December
31, 2018

As Of
And For
The YearYY
Ended
December
31, 2017

Increase
(Decrease)

Percentage
Increase
(Decrease)

As Of
And For
The YearYY
Ended
December
31, 2017

As Of
And For
The YearYY
Ended
December
31, 2016

Increase
(Decrease)

Percentage
Increase
(Decrease)

Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin

Business Measurements:
Number of destination
conferences (2)
Number of destination
conferences attendees (2)

$410,461
$207,260
50%

$337,903
$163,480
48%

$
$

72,558
43,780
2 points

21% $337,903
27% $163,480
48%
—

$268,605
$136,655

$
$

69,298
26,825
51% (3) points

70

69

1

1%

69

66

3

78,136

67,401

10,735

16%

67,401

54,602

12,799

26%
20%
—

5%

23%

(1) Dollars in thousands.
(2) Single day, yy local meetings are excluded.

2018 VERSUS 2017

Conferences revenues increased by $72.6 million during 2018 compared to 2017, or 21% on a reported basis and 22% excluding 
the foreign currency impact. A portion of the revenue increase for 2018 was due to the CEB acquisition, as 2018 included a full 
year of revenue compared to nine months in 2017. Revenues from both attendees and exhibitors at our destination conferences, 
as well as revenues from our single day local meetings, increased by double-digits during 2018. WeWW held 70 destination conferences 
in 2018 with a 16% increase in the number of attendees and an 8% increase in exhibitors when compared to 2017, while the 
average revenue per attendee and exhibitor increased by 5% and 7%, respectively. The gross contribution margin improved by 
two points in 2018 compared to 2017 due to greater profitability at our ongoing conferences, which was primarily driven by 
increased attendee and exhibitor participation and improvements in our average revenue per attendee and exhibitor, as well as our 
continuing efforts

manage our conference-related expenses.

to efficiently 

ff

ff

2017 VERSUS 2016

Conferences revenues increased by $69.3 million during 2017 compared to 2016, or 26% on a reported basis and 25% excluding 
the foreign currency impact. On a reported basis, CEB contributed $38.6 million of the 2017 increase, including four destination
conferences with 3,578 attendees. The additional increase of $30.7 million in our segment revenues represented an 11% increase 
in our non-CEB Conferences revenues on a reported basis and 10% excluding the foreign currency impact, with such revenues 
for both attendees and exhibitors increasing by double-digits. Overall, we held 69 destination conferences in 2017 with a 23%
increase in the number of attendees and a 6% increase in exhibitors when compared to 2016, while the average revenue per exhibitor 
increased by 3% and the average revenue per attendee declined by 4%. The gross contribution margin declined by three points in 
2017 compared to 2016, primarily due to additional investment in headcount and higher program expenses and, to a lesser extent, 
a dilutive effect 

from the CEB destination conferences.

ff

32

Consulting

Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin

Business Measurements:
Backlog (1)
Billable headcount
Consultant utilization
Average annualized
AA
revenue per billable
headcount (1)

(1) Dollars in thousands.

2018 VERSUS 2017

As Of
And For
The YearYY
Ended
December
31, 2018

As Of
And For
The YearYY
Ended
December
31, 2017

Increase
(Decrease)

Percentage
Increase
(Decrease)

As Of
And For
The YearYY
Ended
December
31, 2017

As Of
And For
The YearYY
Ended
December
31, 2016

Increase
(Decrease)

Percentage
Increase
(Decrease)

$353,667
$102,541
29%

$327,661
$93,643
29%

$110,700
718
63%

$95,200
669
64%

$
$

$

26,006
8,898
—

15,500
49
(1) point

8%
10%
—

16%
7%
—

$327,661
$93,643
29%

$318,934
$89,734
28%

$
$

8,727
3,909
1 point

$95,200
669
64%

$

6,600
$88,600
628
41
66% (2) points

3 %
4 %
—

7 %
7 %
—

$

375

$

366

$

9

2% $

366

$

383

$

(17)

(4)%

Consulting revenues increased 8% during 2018 compared to 2017 on a reported basis and 7% excluding the foreign currency 
impact, with revenue improvements in labor-based core consulting and contract optimization of 9% and 2%, respectively, yy on a 
reported basis. The gross contribution margin was 29% for both 2018 and 2017. 

Backlog increased by $15.5 million, or 16%, from December 31, 2017 to December 31, 2018. The $110.7 million of backlog at 
December 31, 2018 represented approximately four months of backlog, which is in line with the Company's operational target.

2017 VERSUS 2016

Consulting revenues increased 3% during 2017 compared to 2016 on both a reported basis and excluding the foreign currency 
impact, with revenue improvements in both labor-based core consulting and contract optimization. The gross contribution margin
was 29% and 28% for 2017 and 2016, respectively. The margin improvement in 2017 was primarily due to additional contract 
optimization revenue, which has a higher contribution margin than our labor-based core consulting, partially offset 
by lower 
consultant utilization and our investment in additional managing partners. 

ff

Backlog increased by $6.6 million, or 7%, from December 31, 2016 to December 31, 2017. The $95.2 million of backlog at 
December 31, 2017 represented approximately four months of backlog, which is in line with the Company's operational target.

33

Other

Financial Measurements:
Revenues (1)
Gross contribution (1)
Gross contribution margin

(1) Dollars in thousands.

As Of And For The
YearYY  Ended
December 31, 2018

r

As Of And For The
YearYY  Ended
r
December 31, 2017

r

Increase
(Decrease)

Percentage
Increase
(Decrease)

$105,562
$65,075
62%

$174,650
$90,249
52%

$
$

(69,088)
(25,174)
10 points

(40)%
(28)%
—

During 2018, the Company divested all three of the non-core businesses that comprised its Other segment, each of which were 
acquired as part of the acquisition of CEB Inc. in April 2017. Both revenue and gross contribution declined in 2018 compared to 
2017 due to the divestitures.

As a result of the divestitures and the movement of a small residual product in the Other segment into the Research business, the 
Company is no longer recording any additional operating activity in the Other segment effective 
September 1, 2018. Additional
information regarding the divestitures is included in Note 2 –Acquisitions and Divestitures in the Notes to Consolidated Financial 
Statements included in this Annual Report on Form 10-K.

ff

34

LIQUIDITY AND CAPITALTT  RESOURCES

L

WeWW finance our operations through cash generated from our operating activities and borrowings. Note 5 — Debt in the Notes to 
Consolidated Financial Statements included in this Annual Report on Form 10-K provides additional information regarding the 
Company's outstanding debt obligations. At December 31, 2018, we had $156.4 million of cash and cash equivalents and $1.0 
billion of available borrowing capacity on the revolving credit facility under our 2016 Credit Agreement. We WW believe that the 
Company has adequate liquidity to meet its currently anticipated needs.

WeWW 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  the majority  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 
continuously strong operating cash flow. Cash flow generation has also benefited from our ongoing efforts
to improve the operating 
ff
efficiencies

of our businesses as well as a focus on the optimal management of our working capital as we increase sales.

ff

Our cash and cash equivalents are held in numerous locations throughout the world with 79% held overseas at December 31, 2018. 
The Company intends to reinvest substantially all of its accumulated undistributed foreign earnings, except in instances where 
repatriation would result in minimal additional tax. As a result of the U.S. Tax TT Cuts and Jobs Act of 2017, we believe that the 
income tax impact if such earnings were repatriated would be minimal.

The following table summarizes the changes in the Company's cash balances for the years indicated (in thousands):

r

YearYY  Ended
December 31,
r
2018

2018 vs. 2017
r
YearYY  Ended
December 31,
r
2017

Increase
(Decrease)

r

YearYY  Ended
December 31,
r
2017

2017 vs. 2016
r
YearYY  Ended
December 31,
r
2016

Increase
(Decrease)

$

471,158

$

254,517

$ 216,641

$

254,517

$

365,632

$ (111,115)

384,051

(2,752,545)

3,136,596

(2,752,545)

(98,059)

(2,654,486)

(1,257,115)

2,539,830

(3,796,945)

2,539,830

(174,686)

2,714,516

Cash provided by operating activities
Cash provided by (used in) investing
activities
Cash (used in) provided by financing
activities
Net (decrease) increase in cash and cash
equivalents

Effects of exchange rate changes

ff

(401,906)

(6,489)

41,802

25,902

(443,708)

(32,391)

41,802

25,902

92,887

(51,085)

(5,640)

31,542

87,247

Beginning cash and cash equivalents

567,058

499,354

67,704

499,354

412,107

Ending cash and cash equivalents (1)

$

158,663

$

567,058

$ (408,395) $

567,058

$

499,354

$

67,704

(1) The December 31, 2018 ending cash balance of $158.7 million consisted of $156.4 million of cash and cash equivalents and 

$2.3 million of restricted cash.

2018 VERSUS 2017

Operating

Cash provided by operating activities was $471.2 million in 2018 compared to $254.5 million in 2017, an increase of $216.6
million. The year-over-year increase was driven by net income of $122.5 million in 2018 compared to net income of $3.3 million 
in 2017, as well as substantially higher receivable collections during 2018. Partially offsetting 
these increases in 2018 were higher 
cash amounts paid for bonuses, taxes, and interest on our borrowings, as well as decreases in our other working capital accounts.

ff

Investing

Cash provided by investing activities was $384.1 million in 2018, with $510.9 million in net cash realized from business divestiture 
by approximately $126.8 million of capital expenditures. In 2017, cash used 
and acquisition activities, which was partially offset 
in investing activities was $2.8 billion, primarily due to business acquisitions.

ff

35

Financing

Cash used in financing activities was approximately $1.3 billion in 2018 compared to cash provided of $2.5 billion in 2017. During 
2018, the Company used $1.0 billion in cash to reduce its outstanding debt and used $260.8 million in cash for share repurchases.
During 2017, the Company borrowed approximately $3.0 billion and paid: $404.4 million in debt principal repayments; $51.2 
million for deferred financing fees on debt; and $41.3 million for share repurchases. 

2017 VERSUS 2016

Operating

Cash provided by operating activities was $254.5 million in 2017 compared to $365.6 million in 2016. The decline was due to: a 
decline in net income, which was $3.3 million in 2017 compared to $193.6 million in 2016; unfavorable changes in working capital 
in 2017 compared to 2016; and substantially higher cash payments for bonuses, commissions, interest on our borrowings, and 
acquisition and integration costs in 2017 compared to 2016. 

Investing

Cash used in investing activities was $2.8 billion in 2017 compared to $98.1 million of cash used in 2016. Cash used in 2017 was 
substantially higher primarily due to business acquisitions. WeWW also made additional investments in capital expenditures in 2017, 
with $110.8 million invested in 2017 compared to $49.9 million in 2016.

Financing

Cash provided by financing activities was $2.5 billion in 2017 compared to cash used of $174.7 million in 2016. During 2017, 
the Company borrowed a total of approximately $3.0 billion and paid: $404.4 million in debt principal repayments:  $51.2 million 
for deferred financing fees on debt; and $41.3 million for share repurchases. During 2016, the Company used $59.0 million in 
cash for share repurchases and $125.0 million for debt repayments. 

36

AA
OBLIGATIONS

AND COMMITMENTS

Debt 

As of December 31, 2018, the Company had $2.3 billion in principal amount of debt outstanding. Note 5 — Debt in the Notes to 
Consolidated Financial Statements included in this Annual Report on Form 10-K provides additional information regarding the 
Company's debt obligations.

Off-Balance Sheet Arrangements

Through December  31,  2018,  we have  not  entered  into  any material  off-balance
unconsolidated entities or other persons.

ff

sheet  arrangements  or  transactions with 

Contractual Cash Commitments

The Company has certain commitments that contractually require future cash payments. The table below summarizes the Company's
contractual cash commitments as of December 31, 2018 (in thousands):

Commitment Description:

Due In Less
Than
1 YearYY

Due In 2-3
YearsYY

Due In 4-5
YearsYY

Due In
More Than
5 YearsYY

TotalTT

Debt – principal and interest (1)

$

200,431

$

372,973

$ 1,327,960

$

884,030

$ 2,785,394

Operating leases (2)

Deferred compensation arrangements (3)

U.S. Tax Cuts and Job Act - transition tax (4)

Other (5)

TT
Totals

130,991

10,857

785

38,753

240,747

217,231

689,359

1,278,328

11,852

1,569

35,133

7,549

1,569

16,474

42,450

5,885

24,654

72,708

9,808

115,014

$

381,817

$

662,274

$ 1,570,783

$ 1,646,378

$ 4,261,252

(1) Principal repayments of the Company's debt obligations are classified in the above table based on the contractual repayment 
interest rates as of December 31, 2018. Note 5 — Debt in the Notes

dates. Interest payments due were based on the effective 
to Consolidated Financial Statements provides information regarding the Company's debt obligations.

ff

(2) The Company leases various facilities, furniture, computer equipment, automobiles and equipment under non-cancelable 
operating lease agreements expiring between 2019 and 2032. The total commitment excludes approximately $372.0 million
of estimated income from the subleasing of certain facilities. See Note 1 — Business and Significant Accounting Policies in 
the Notes to Consolidated Financial Statements for additional information on the Company's leases.

(3) The Company has supplemental deferred compensation arrangements with certain of its employees. Amounts payable with 
known payment dates have been classified in the above table based on those scheduled payment dates. Amounts payable 
category since the Company cannot 
whose payment dates are unknown have been included in the Due In More Than 5 Years 
determine when the amounts will be paid. See Note 13 — Employee Benefits in the Notes to Consolidated Financial Statements
for additional information regarding the Company's supplemental deferred compensation arrangements.

YY

(4) The amount due represents the Company's cash payable for the transition tax liability under the U.S. Tax TT Cut and Jobs Act 
of 2017 which is reduced by certain unrelated credits and attributes. The Company currently expects to pay the transition tax 
over approximately eight years.

(5) Other includes (i) contractual commitments for software, building maintenance, telecom and other services; (ii) amounts due 
for share repurchase transactions that occurred in late December 2018 but were settled in cash in January 2019; and (iii) 
projected cash contributions to the Company's defined benefit pension plans. See Note 13 — Employee Benefits in the Notes
to Consolidated Financial Statements for additional information regarding the Company's defined benefit pension plans.

In addition to the contractual cash commitments included in the above table, the Company has other payables and liabilities that 
may be legally enforceable but are not considered contractual commitments. Information regarding the Company's payables and 
liabilities  is included  in Note  4  — Accounts Payable, Accrued,  and  Other  Liabilities  in the Notes to  Consolidated  Financial 
Statements.

37

RR
QUARTERL

YLL  FINANCIAL

Y

DAL

TAA ATT

The following tables present our quarterly operating results for the two-year period ended December 31, 2018:

2018

(In thousands, except per share data)
Revenues

Operating (loss) income

Net (loss) income

Net (loss) income per share (1):

Basic

Diluted

2017

(In thousands, except per share data)
Revenues

Operating income (loss)

Net income (loss) (2)

Net income (loss) per share (1), (2):

Basic

Diluted

First

Second

Third

Fourth

963,565
(8,711)
(19,587)

$

1,001,336

$

921,674

$

1,088,878

86,096

46,270

52,724

11,753

129,606

84,020

(0.22) $
(0.22) $

0.51

0.50

$

$

0.13

0.13

$

$

0.93

0.92

$

$

$

First

Second

Third

Fourth

$

625,169

$

53,514

36,433

$

843,731
(98,388)
(92,281)

828,085
(24,349)
(48,180)

$

1,014,509

62,894

107,307

$

$

0.44

0.43

$

$

(1.03) $
(1.03) $

(0.53) $
(0.53) $

1.18

1.16

ff

amounts due to the effects

(1) The aggregate of the four quarters’ basic and diluted earnings per common share may not equal the reported full calendar year 
of share repurchases, dilutive equity compensation and rounding.
(2) In December 2017, the Company recorded a $59.6 million tax benefit related to the U.S. Tax TT Cuts and Jobs Act of 2017. The 
tax benefit increased our net income and our basic and diluted income per share for the fourth quarter of 2017 by approximately 
$0.66 per share and $0.65 per share, respectively. See Note 10 — Income Taxes
in the Notes to Consolidated Financial 
Statements for additional information regarding the impact of the U.S. Tax TT Cuts and Jobs Act of 2017. 

TT

Y
RECENTLYLL  ISSUED

ACCOUNTING STANDARDS

TT

has issued accounting standards that have not yet become effective 

The FASB 
and that may impact the Company’s consolidated 
FF
financial statements and related disclosures in future periods. Note 1 — Business and Significant Accounting Policies in the Notes
to Consolidated Financial Statements herein provides information regarding those accounting standards.

ff

ITEM 7A. QUANTITATT TIVE

AA

AND QUALITATT TIVE DISCLOSURES

AA

ABOUT MARKET RISK.

INTEREST RATE RISK

AA

At December 31, 2018, the Company had $2.3 billion in outstanding debt. Approximately $1.5 billion of the Company's total debt 
outstanding as of December 31, 2018 was based on a floating base rate of interest, which potentially exposes the Company to 
increases in interest rates. However, we partially reduce our overall exposure to changes in interest rates through our interest rate 
swap contracts, which effectively 
converts the floating base interest rate on a portion of these variable rate borrowings to fixed 
rates. Thus we are exposed to base interest rate risk on floating rate borrowings only in excess of any amounts that are not hedged. 
At December 31, 2018, we had unhedged interest rate risk on approximately $110.0 million of borrowings. As an indication of 
our potential exposure to changes in interest rates, a hypothetical 25 basis point increase or decrease in interest rates could change 
our annual pre-tax interest expense by approximately $0.3 million.

ff

38

 
FOREIGN CURRENCY RISK

Y

For both the years ended December 31, 2018 and 2017, a significant portion of our revenues were 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, YY the Australian dollar, and the Canadian dollar. The reporting currency of our 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 since the functional currencies 
T
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 (deficit). A measure of the potential impact 
of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At December 
31, 2018, we had $156.4 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 December 31, 2018 would have increased or decreased by approximately $12.0 
million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated 
earnings since 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, yy or when some or all of 
the major currencies in which we operate move in the same direction against the U.S dollar.

risk arises when we enter into a transaction that is denominated in a currency that may differ 

Transaction 
from the local functional 
T
currency. As these transactions are translated into the local functional currency, yy a gain or loss may result, which is recorded in 
current period earnings. We WW typically enter into foreign currency forward exchange contracts to mitigate the effects
of some of 
this foreign currency transaction risk. Our outstanding currency contracts as of December 31, 2018 had an immaterial net unrealized 
loss.

ff

ff

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, accounts receivable, interest rate swap contracts and foreign exchange contracts. 
The majority of the Company’s cash and cash equivalents, interest rate swap contracts, and its foreign exchange contracts are with 
large investment grade commercial banks. Accounts receivable balances deemed to be collectible from customers have limited 
concentration of credit risk due to our diverse customer base and geographic dispersion.

ITEM 8. FINANCIAL STL ATT TEMENTS

AA

AND SUPPLEMENTARTT YRR  DAY

TAA A.TT

Our consolidated financial statements for 2018, 2017 and 2016, together with the reports of KPMG LLP, PP our independent registered 
public accounting firm, are included herein in this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
DISCLOSURE.

TT

ACCOUNTING AND FINANCIAL

None. 

39

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Management conducted an evaluation, as of December 31, 2018, of the effectiveness
of the design and operation of our disclosure 
controls and procedures, (as such term is defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, 
and chief financial 
as amended (the “Exchange Act”)) under the supervision and with the participation of our chief executive officer 
officer
have concluded that our disclosure 
ff
controls and procedures are effective 
in alerting them in a timely manner to material Company information required to be disclosed 
ff
by us in reports filed or submitted under the Exchange Act.

. Based upon that evaluation, our chief executive officer 

and chief financial officer 

ff

ff

ff

ff

MANAGEMENT’S ANNUAL REPOR

L
TRR  ON INTERNAL CONTROL

L

L

L
 OVER FINANCIAL

RR
 REPOR

TING

Gartner management is responsible for establishing and maintaining adequate internal control over financial reporting as defined 
in Exchange Act Rules 13a-15(f) and 15d-15(f). Gartner’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with accounting principles generally accepted in the United States.

ff

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, 
to future periods are subject to the risk that controls may become inadequate because
projections of any evaluation of effectiveness
of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Management assessed 
the effectiveness
of our internal control over financial reporting as of December 31, 2018. In making this assessment, management 
used  the  criteria  set  forth  in  the  Internal  Control rr —  Integrated  Framework  (2013) issued  by the Committee  of  Sponsoring 
Commission (COSO). Management’s assessment was reviewed with the Audit Committee of the 
Organizations of the Treadway 
Board of Directors.

TT

ff

Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2018, 
of management’s internal control over financial 
Gartner’s internal control over financial reporting was effective. 
reporting as of December 31, 2018 has been audited by KPMG LLP,PP an independent registered public accounting firm, as stated 
in their report which is included in this Annual Report on Form 10-K in Part IV,VV Item 15.

The effectiveness

ff

ff

L
CHANGES IN INTERNAL CONTROL

L

L
 OVER FINANCIAL

RR
 REPOR

TING

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2018 that have
materially affected, 

our internal controls over financial reporting. 

or are reasonably likely to materially affect, 

ff

ff

ITEM 9B. OTHER INFORMATION

AA

Not applicable.

40

PARPP

TRR  III 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

AA

The information required to be furnished pursuant to this item will be set forth under the captions “The Board of Directors," 
“Corporate  Governance,”  “Section  16(a)  Beneficial  Ownership
"Proposal  One:  Election  of  Directors,”  “Executive  Officers,” 
Information” in the Company’s Proxy Statement to be filed with the 
Reporting Compliance” and “Miscellaneous — Available
SEC no later than April 30, 2019. If the Proxy Statement is not filed with the SEC by April 30, 2019, such information will be
included in an amendment to this Annual Report filed by April 30, 2019. See also Item 1. Business — Available 

Information.

AA

AA

ff

ITEM 11. EXECUTIVE COMPENSATION.

AA

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under 
and Narrative Disclosures,” “The Board of Directors 
the captions “Compensation Discussion & Analysis,” “Compensation Tables
- Compensation of Directors,” “The Board of Directors - Director Compensation Table,” 
“Corporate Governance - Risk Oversight 
- Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the 
Company’s Proxy Statement to be filed with the SEC no later than April 30, 2019. If the Proxy Statement is not filed with the 
SEC by April 30, 2019, such information will be included in an amendment to this Annual Report filed by April 30, 2019.

TT

TT

ITEM 12. SECURITY OWNERSHIP
STOCKHOLDER MATTERS.

Y
AA

F
 OFP

 CER

L
TRR AIN BENEFICIAL

TT

 OWNERS

AND MANAGEMENT AND RELATED 

AA

The information required to be furnished pursuant to this item will be set forth under the captions "Compensation Tables
and 
Narrative Disclosures — Equity Compensation Plan Information" and “Security Ownership of Certain Beneficial Owners and 
Management” in the Company’s Proxy Statement to be filed with the SEC by April 30, 2019. If the Proxy Statement is not filed 
with the SEC by April 30, 2019, such information will be included in an amendment to this Annual Report filed by April 30, 2019.

TT

AA
ITEM 13. CERTRR AIN RELA

TT

TIONSHIPS

AND RELATED 

AA

TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The information required to be furnished pursuant to this item will be set forth under the captions “Transactions
With W Related 
Persons” and “Corporate Governance — Director Independence” in the Company’s Proxy Statement to be filed with the SEC by
April 30, 2019. If the Proxy Statement is not filed with the SEC by April 30, 2019, such information will be included in an
amendment to this Annual Report filed by April 30, 2019.

TT

ITEM 14. PRINCIPALPP

ACCOUNTANT

TT

 FEES AND SERVICES.

RR

The information required to be furnished pursuant to this item will be set forth under the caption “Proposal Three: Ratification of 
Appointment  of  Independent  Registered  Public  Accounting Firm”  and  “Proposal Three:  Ratification  of  Appointment  of 
Independent Registered Public Accounting Firm — Principal Accountant Fees and Services” in the Company’s Proxy Statement 
to be filed with the SEC no later than April 30, 2019. If the Proxy Statement is not filed with the SEC by April 30, 2019, such
information will be included in an amendment to this Annual Report filed by April 30, 2019.

41

PARPP

TRR  IV

ITEM 15. EXHIBITS AND FINANCIAL STL ATT TEMENT

AA

 SCHEDULES.

(a) 1. and 2. Consolidated Financial Statements and Schedules

The reports of our independent registered public accounting firm and consolidated financial statements listed in the Index to 
Consolidated Financial Statements herein are filed as part of this report.

All financial statement schedules not listed in the Index have been omitted because the information required is not applicable or 
is shown in the consolidated financial statements or notes thereto.

3. Exhibits

EXHIBIT NUMBER DESCRIPTION OF DOCUMENT
2.1(1)

Agreement and Plan of Merger by and among the Company, Cobra 
dated as of January 5, 2017.

yy

Acquisition Corp. and CEB Inc.,

3.1(2)

3.2(3)

4.1(2)

4.2(4)

4.3(4)

4.4(1) 

4.5(5)

4.6(6)

4.7(7)

4.8(7)

4.9(8)

10.1(9)

10.2(9)

10.3(10)+

10.4(11)+

10.5+*

10.6+*

10.7(12)+

10.8(13)+

Restated Certificate of Incorporation of the Company.

Bylaws as amended through February 2, 2012.

Form of Certificate for Common Stock as of June 2, 2005.

Credit Agreement, dated as of June 17, 2016, among the Company, the several lenders from time to time 
parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent.

Guarantee and Collateral Agreement, dated as of June 17, 2016, among the Company and certain of its
subsidiaries, in favor of JPMorgan Chase Bank, N.A. as administrative agent.

Commitment Letter among the Company, JPMorgan Chase Bank, N.A. and Goldman Sachs Bank USA, 
dated January 5, 2017.

First Amendment to Credit Agreement, dated as of January 20, 2017, among the Company, the several 
lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent, filed 
as of January 24, 2017. 

Second Amendment, dated as of March 20, 2017, among the Company, each other Loan Party party 
thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Incremental Amendment, dated as of April 5, 2017, among the Company, each other Loan Party party 
thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

364-Day Bridge Credit Agreement, dated as of April 5, 2017, among the Company, each other Loan 
Party party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Indenture (including form of Notes), dated as of March 30, 2017, among the Company, the guarantors 
named therein and U.S. Bank National Association, as trustee, relating to the $800,000,000 aggregate 
principal amount of 5.125% Senior Notes due 2025. 

Amended and Restated Lease dated April 16, 2010 between Soundview Farms and the Company for 
premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, Connecticut.

First Amendment to Amended and Restated Lease dated April 16, 2010 between Soundview Farms and 
the Company for premises at 56 TopTT Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, 
Connecticut.

2011 Employee Stock Purchase Plan.

2003 Long -Term Incentive Plan, as amended and restated effective June 4, 2009.

ff

Gartner, Inc. Long-Term Incentive Plan, as amended and restated effective January 31, 2019.

ff

Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of 
February 14, 2019. 

Company Deferred Compensation Plan, effective January 1, 2009.

ff

Form of 2017 Stock Appreciation Right Agreement for executive officers.

ff

42

10.9(13)+

10.10(14)+

10.11(15)+

10.12(15)+

10.13+*

10.14+*

10.15(16)+

10.16(17)+

21.1*

23.1*

24.1*

31.1*

31.2*

32*

Form of 2017 Performance Stock Unit Agreement for executive officers.

ff

Form of 2017 Restricted Stock Unit Agreement for certain officers.

ff

Form of 2018 Stock Appreciation Right Agreement for executive officers.

ff

Form of 2018 Performance Stock Unit Agreement for executive officers.

ff

Form of 2019 Stock Appreciation Right Agreement for executive officers.

ff

Form of 2019 Performance Stock Unit Agreement for executive officers.

ff

Form of Restricted Stock Unit Agreement for non-employee directors.

Separation Agreement and Release of Claims, dated October 12, 2017, between the Company and Per
Anders Waern.WW

Subsidiaries of Registrant.

Consent of Independent Registered Public Accounting Firm.

Power of Attorney (see Signature Page).

Certification of chief executive officer under Section 302 of the Sarbanes-Oxley 

ff

Act of 2002.

Certification of chief financial officer under Section 302 of the Sarbanes-Oxley 

ff

Act of 2002.

Certification under Section 906 of the Sarbanes-Oxley Act of 2002.

*

Filed with this document.

+ Management compensation plan or arrangement.

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

(9)

Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 5, 2017.

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

Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 7, 2012.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 4, 2016.

Incorporated by reference from the Company’s Current Report on form 8-K filed on January 24, 2017.

Incorporated by reference from the Company’s Current Report on form 8-K filed on March 21, 2017.

Incorporated by reference from the Company’s Current Report on form 8-K filed on April 6, 2017.

Incorporated by reference from the Company’s Current Report on form 8-K filed on March 30, 2017.

Incorporated by reference from the Company’s Quarterly Report on form 10-Q filed on August 9, 2010.

(10) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 18, 2011.

(11) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 21, 2009

(12) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009.

(13) Incorporated by reference from the Company’s Current Report on Form 8-K dated on February 7, 2017.

(14) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 2, 2017. 

(15) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on May 8, 2018. 

(16) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018. 

(17) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2018. 

43

INDEX TO CONSOLIDATED FINANCIAL
GARTNER, INC.
CONSOLIDATED FINANCIAL

AND SUBSIDIARIES

 STL ATT TEMENTS

AA

RR

AA

AA

 STL ATT TEMENTS

AA

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2018 and 2017

Consolidated Statements of Operations for the Three Year Period Ended December 31, 2018

Consolidated Statements of Comprehensive Income for the Three Year Period Ended December 31, 2018
Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Year Period Ended December 31, 2018

Consolidated Statements of Cash Flows for the Three Year Period Ended December 31, 2018

Notes to Consolidated Financial Statements

45

46

47

48

49

50

51

52

All financial statement  schedules have  been  omitted  because the  information  required  is not  applicable  or  is shown in the 
consolidated financial statements or notes thereto.

44

Report of Independent Registered Public Accounting Firm

TT
To the Stockholders and Board of Directors 
Gartner, Inc.:

Opinion on the Consolidated Financial Statements

WeWW have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of December 31, 
2018 and 2017, the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash
flows for each of the years in the three year period ended December 31, 2018, and the related notes (collectively,yy the consolidated 
financial statements). In our opinion, the consolidated financial statements present fairly,yy in all material respects, the financial 
position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the 
years in the three year period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

WeWW also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in 
-  Integrated  Framework  (2013) issued  by  the  Committee of  Sponsoring Organizations of  the  Treadway 
Internal  Control rr
TT
Commission, and our report dated February 22, 2019 expressed an unqualified opinion on the effectiveness
of the Company’s
internal control over financial reporting.

ff

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We WW are a public accounting firm registered with the PCAOB
and  are required  to  be  independent  with  respect  to the  Company  in accordance  with the  U.S. federal  securities laws and  the 
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeWW conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether 
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included 
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the 
overall presentation of the consolidated financial statements. WeWW believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

WW
We have served as the Company’

s auditor since 1996.

YY

New York, New 
February 22, 2019

YorkYY

45

Report of Independent Registered Public Accounting Firm

To TT the Stockholders and Board of Directors
Gartner, Inc.:

Opinion on Internal Control rr Over Financial Reporting

WeWW have audited Gartner, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, 
-  Integrated  Framework  (2013) issued  by the  Committee  of  Sponsoring 
based  on criteria  established  in  Internal  Control rr
Organizations of the Treadway 
internal 
control over financial reporting as of December 31, 2018, based on criteria established in Internal Control rr
- Integrated Framework 
(2013) issued by the Committee of Sponsoring Organizations of the Treadway 

Commission. In our opinion, the Company maintained, in all material respects, effective 

Commission.

TT

TT

ff

WeWW also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) 
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements
of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the three-year period 
ended December 31, 2018, and the related notes (collectively, yy the consolidated financial statements), and our report dated February 
22, 2019 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion 

ff

internal control over financial reporting and for its assessment 
The Company’s management is responsible for maintaining effective 
of the effectiveness
of internal control over financial reporting, included in the accompanying Management’s Annual Report on 
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over 
financial reporting based on our audit. We WW are a public accounting firm registered with the PCAOB and are required to be independent 
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the 
Securities and Exchange Commission and the PCAOB.

ff

WeWW conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the 
internal control over financial reporting was maintained in all material 
audit to obtain reasonable assurance about whether effective 
respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial 
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of 
internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary
in the circumstances. We WW believe that our audit provides a reasonable basis for our opinion.

ff

ff

Definition and Limitations of Internal Control rr Over Financial Reporting 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability 
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted 
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain 
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are 
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable 
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that 
could have a material effect 

on the financial statements.

ff

Because of  its  inherent  limitations, internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements. Also,
projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

ff

/s/ KPMG LLP

YY

New York, New 
February 22, 2019

YorkYY

46

RR

GARTNER, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATAA A)TT

AA

ASSETS

Current assets:

Cash and cash equivalents

Fees receivable, net of allowances of $7,700 and $12,700, respectively

Deferred commissions

Prepaid expenses and other current assets

Assets held-for-sale

Total current assets

Property, equipment and leasehold improvements, net

Goodwill

Intangible assets, net

Other assets

Total Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued liabilities

Deferred revenues

Current portion of long-term debt

Liabilities held-for-sale

Total current liabilities

Long-term debt, net of deferred financing fees

Other liabilities

Total Liabilities

Stockholders’ Equity:

Preferred stock:

$.01 par value, authorized 5,000,000 shares; none issued or outstanding

Common stock:

$.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both
periods

Additional paid-in capital

Accumulated other comprehensive (loss) income, net

Accumulated earnings

T
Treasury stock, at cost, 73,899,977 and 72,779,205 common shares, respectively

TT
Total Stockholders’

 Equity

TT
Total Liabilities and Stockholders’

 Equity

See Notes to Consolidated Financial Statements.

December 31,

2018

2017

$

156,368

$

538,908

1,255,118

1,176,843

235,016

165,237

—

205,260

124,632

542,965

1,811,739

2,588,608

267,665

2,923,136

1,042,565

156,369

221,507

2,987,294

1,292,022

193,742

$ 6,201,474

$ 7,283,173

$

710,113

$

666,821

1,745,244

1,630,198

165,578

—

2,620,935

2,116,109

613,673

379,721

145,845

2,822,585

2,899,124

577,999

5,350,717

6,299,708

—

82

—

82

1,823,710
(39,867)
1,755,432
(2,688,600)
850,757

1,761,383

1,508

1,647,284
(2,426,792)
983,465

$ 6,201,474

$ 7,283,173

47

RR

GARTNER, INC.
CONSOLIDATED ST
AA
 OPERA
(IN THOUSANDS, EXCEPT PER SHARE DATAA A)TT

AND SUBSIDIARIES
F
ATT TEMENTS OF

AA

AA

TIONS

Revenues:

Research

Conferences

Consulting

Other

Total revenues

Costs and expenses:

Cost of services and product development

Selling, general and administrative

Depreciation

Amortization of intangibles

Acquisition and integration charges

Total costs and expenses

Operating income (loss)

Interest income

Interest expense

Gain from divested operations

Other income, net

Income (loss) before income taxes

Provision (benefit) for income taxes

Net income

Net income per share:

Basic

Diluted

WW
Weighted average shares outstanding:

Basic
Diluted

See Notes to Consolidated Financial Statements.

r
YearYY  Ended December
 31,

r

2018

2017

2016

$

3,105,764

$

2,471,280

$

1,857,001

410,461

353,667

105,562

337,903

327,661

174,650

268,605

318,934

—

3,975,454

3,311,494

2,444,540

1,468,800

1,884,141

68,592

187,009

107,197

3,715,739

259,715

2,566
(126,774)
45,447

167

181,121

58,665

122,456

$

1,320,198

1,599,004

63,897

176,274

158,450

3,317,823
(6,329)
3,011
(127,947)
—

3,448
(127,817)
(131,096)
3,279

1.35

1.33

$

$

90,827

92,122

0.04

0.04

88,466

89,790

$

$

$

945,648

1,089,184

37,172

24,797

42,598

2,139,399

305,141

2,449
(27,565)
—

8,406

288,431

94,849

193,582

2.34

2.31

82,571

83,820

$

$

$

48

RR

GARTNER, INC.
CONSOLIDATED ST
(IN THOUSANDS)

AA

AND SUBSIDIARIES
F
ATT TEMENTS OF

AA

 COMPREHENSIVE INCOME

Net income

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

Interest rate swaps - net change in deferred gain or loss

Pension plans - net change in deferred actuarial loss

Other comprehensive (loss) income, net of tax

Comprehensive income

See Notes to Consolidated Financial Statements.

r
YearYY  Ended December
 31,

r

2018

2017

2016

$

122,456

$

3,279

$

193,582

(31,245)
(10,844)
123
(41,966)
80,490

$

47,363

3,892
(64)
51,191

$

54,470

$

(5,986)
1,670
(965)
(5,281)
188,301

49

RR

GARTNER, INC.
CONSOLIDATED ST
(IN THOUSANDS)

AA

AND SUBSIDIARIES
ATT TEMENTS OF

AA

 STF OCKHOLDERS’ EQUITY (DEFICIT)

Y

Commo
n
Stock

Additiona
l
Paid-In
Capital

Accumulated
Other
Comprehensiv
e
(Loss) Income,
Net

Accumulate
d
Earnings

TrTT easury
Stock

TotalTT
Stockholders
’
Equity 
(Deficit)

(44,402) $ 1,450,684
(261)
193,582

—

$(2,357,306) $

—

—

—

12,419
(51,762)

—
(2,396,649)
—

—

11,129
(41,272)

—
(2,426,792)
—

—

—

—

14,026
(275,834)

(132,400)
(261)
193,582
(5,281)
10,339
(51,762)

46,661

60,878

3,279

51,191

830,446
(41,272)

78,943

983,465

—
(13,717)
122,456
(41,966)
10,181
(275,834)

—

—

—

—

1,644,005

3,279

—

—

—

—

1,647,284
(591)
(13,717)
122,456

—

—

—

—
(5,281)
—

—

—
(49,683)
—

51,191

—

—

—

1,508

591

—

—
(41,966)
—

—

—

—
(39,867) $ 1,755,432

—

66,172

$(2,688,600) $

850,757

Balance at December 31, 2015

$

Adoption of ASU No. 2016-09

Net income

Other comprehensive loss

Issuances under stock plans

Common share repurchases
Stock-based compensation
expense

Balance at December 31, 2016

Net income

Other comprehensive income

Issuances under stock plans and
for acquisition

Common share repurchases

Stock-based compensation
expense

Balance at December 31, 2017

Adoption of ASU No. 2018-02

Adoption of ASU No. 2016-16

Net income

Other comprehensive loss

Issuances under stock plans

Common share repurchases

Stock-based compensation
expense

Balance at December 31, 2018

$

78

—

—

—

—

—

—

78

—

—

4

—

—

82

—

—

—

—

—

—

—

82

$ 818,546

$

—

—

—

(2,080)

—

46,661

863,127

—

—

819,313

—

78,943

1,761,383

—

—

—

—

(3,845)

—

66,172

$1,823,710

$

See Notes to Consolidated Financial Statements.                          

50

RR

GARTNER, INC.
CONSOLIDATED ST
(IN THOUSANDS)

AA

AND SUBSIDIARIES
F
ATT TEMENTS OF

AA

 CASH FLOWS

r
YearYY  Ended December
 31,

r

2018

2017

2016

$

122,456

$

3,279

$

193,582

255,601

66,172

1,524

—
(45,447)
13,815

(115,003)
(31,247)
(50,551)
11,456

187,147

55,235

471,158

(126,873)
(15,855)
526,779

384,051

14,689

—

—
(1,010,972)
(260,832)
(1,257,115)
(401,906)
(6,489)
567,058

240,171

78,943
(217,414)
—

—

15,062

(368,516)
(61,393)
13,251
(18,529)
382,852

186,811

254,517

(110,765)
(2,641,780)
—
(2,752,545)

11,711

3,025,000
(51,171)
(404,438)
(41,272)
2,539,830

41,802

25,902

499,354

61,969

46,661
(2,648)
(2,500)
—

3,082

(68,661)
(18,673)
(21,604)
20,005

97,979

56,440

365,632

(49,863)
(48,196)
—
(98,059)

9,250

715,000
(4,975)
(835,000)
(58,961)
(174,686)
92,887
(5,640)
412,107

$

$
$

158,663

$

567,058

$

499,354

117,500
95,800

$
$

98,500
76,100

$
$

23,400
86,300

Operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation and amortization

Stock-based compensation expense

Deferred taxes

Gain on extinguishment of debt

Gain from divested operations

ff
Amortization and write-off of deferred financing fees

Changes in assets and liabilities, net of acquisitions and divestitures:

Fees receivable, net

Deferred commissions

Prepaid expenses and other current assets

Other assets

Deferred revenues

Accounts payable, accrued, and other liabilities

Cash provided by operating activities

Investing activities:

Additions to property, equipment and leasehold improvements

Acquisitions - cash paid (net of cash acquired)

Divestitures - cash received (net of cash transferred)

Cash provided by (used in) in investing activities

Financing activities:

Proceeds from employee stock purchase plan

Proceeds from borrowings

Payments for deferred financing fees

Payments on borrowings

Purchases of treasury stock

Cash (used in) provided by financing activities

Net (decrease) increase in cash and cash equivalents and restricted cash

Effects of exchange rates on cash and cash equivalents and restricted cash

ff

Cash and cash equivalents and restricted cash, beginning of period

Cash and cash equivalents and restricted cash, end of period

Supplemental disclosures of cash flow information:
Cash paid during the period for:

Interest
Income taxes, net of refunds received

See Notes to Consolidated Financial Statements.

51

RR

GARTNER, INC.
NOTES TO CONSOLIDATED FINANCIAL

AND SUBSIDIARIES

AA

 STL ATT TEMENTS

AA

1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

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

Segments. Gartner currently delivers its products and services globally through three business segments: Research, Conferences 
(formerly called Events) and Consulting. Our revenues by business segment are discussed below under the heading "Adoption of 
new accounting standardsrr
." When used in these notes, the terms “Gartner,” “Company,”yy “we,” “us” or “our” refer to Gartner, Inc. 
and its consolidated subsidiaries.

During 2018, the Company divested all three of the non-core businesses that comprised its Other segment, each of which were 
acquired as part of the acquisition of CEB Inc. in April 2017. As a result of these divestitures and the movement of a small residual 
product in the Other segment into the Research business, the Company is no longer recording any additional operating activity in 
September  1,  2018. Additional information  regarding  the  divestitures is included  in  Note  2 –
the  Other  segment  effective 
Acquisitions and Divestitures.

ff

Basis of presentation.
The accompanying consolidated financial statements have been prepared in accordance with generally 
rr
accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting Standards 
Board  (“FASB”) 
270  for  financial  information  and  with the  applicable
FF
instructions of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The fiscal year of Gartner is the twelve-month 
period from January 1 through December 31. All references to 2018, 2017 and 2016 herein refer to the fiscal year unless otherwise 
indicated.

Accounting  Standards  Codification  (“ASC”)  TopicTT

Principles of consolidation. The accompanying 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 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 the accompanying consolidated financial statements
to be reasonable.

ff

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.

ff

Business acquisitions. The Company had business acquisitions in both 2017 and 2016 and information related to those acquisitions
is included in Note 2 – Acquisitions and Divestitures. The Company accounts for business acquisitions in accordance with the 
acquisition method of accounting as prescribed by FASBFF
805, Business Combinations. The acquisition method of 
ASC TopicTT
accounting requires the Company to record the net assets and liabilities acquired based on their estimated fair values as of the 
acquisition date, with any excess of the consideration transferred over the estimated fair value of the net assets acquired, including 
identifiable intangible assets, to be recorded to goodwill. Under the acquisition method, the operating results of acquired companies
are included in the Company's consolidated financial statements beginning on the date of acquisition.

The determination of the fair values of intangible and other assets acquired in acquisitions requires management judgment and 
the consideration of a number of factors, significant among them the historical financial performance of the acquired businesses
and projected performance, estimates surrounding customer turnover, as well as assumptions regarding the level of competition
and the cost to reproduce certain assets. Establishing the useful lives of the intangible assets also requires management judgment 
52

and the evaluation of a number of factors, among them the expected use of the asset, historical client retention rates, consumer 
awareness and trade name history, yy as well as any contractual provisions that could limit or extend an asset's useful life.

The Company classifies charges that are directly-related to its acquisitions in the line Acquisition and integration charges in the 
Consolidated Statements of Operations. The Company recorded $107.2 million, $158.5 million and $42.6 million of such charges
in 2018, 2017 and 2016, respectively. Information related to those charges is included in Note 2 – Acquisitions and Divestitures.

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2014-09, "Revenue 
Revenue recognition.
rr
from 
Contracts with Customers" ("ASU No. 2014-09"). ASU No. 2014-09 and related amendments required changes in our revenue 
rr
recognition policies as well as enhanced disclosures. The Company adopted ASU No. 2014-09 using the modified retrospective 
of applying the new standard is recorded at the date of 
method of adoption. Under this method of adoption, the cumulative effect 
initial application, with no restatement of the comparative prior periods presented. The adoption of ASU No. 2014-09 did not have 
a material impact on the Company’s consolidated financial statements. Prior to January 1, 2018, the Company recognized revenue 
in accordance with then-existing U.S. GAAP and SEC Staff ff Accounting Bulletin No. 104, "Revenue Recognition" (“prior GAAP”). 
Under both ASU No. 2014-09 and prior GAAP, PP revenue can only be recognized when all of the required criteria are met. Information
regarding  our  adoption  of ASU  No.  2014-09 and  its impact  on the  Company's  consolidated  financial  statements and  related 
disclosures is provided below under the heading "Adoption of new accounting standardsrr

."

ff

Allowance for losses. The Company maintains an allowance for losses that is comprised of a bad debt allowance and, through 
December 31, 2017, a revenue reserve. Because the adoption of ASU No. 2014-09 on January 1, 2018 discussed above affected 
the allowance for losses, information regarding the allowance is provided below under the heading "Adoption of new accounting 
standardsrr

."

ff

Cost of services and product 
of our products and services. These costs primarily relate to personnel.

development (“COS”

rr

((

).” COS expense includes the direct costs incurred in the creation and delivery 

Selling, general and administrative (“SG&A”
((
costs, and charges against earnings related to uncollectible accounts.

).” SG&Aexpense includes direct and indirect selling costs, general and administrative 

Commission expense. The Company records deferred commissions upon the signing of customer contracts and amortizes the 
deferred amount as commission expense over a period that considers various relevant factors. Commission expense is included 
in SG&A expense in the Consolidated Statements of Operations. Additional information regarding deferred commissions and the 
amortization of such costs is provided below under the heading "Adoption of new accounting standardsrr

."

ASC
Stock-based compensation expense. The Company accounts for stock-based compensation awards in accordance with FASBFF
505 and 718 and SEC Staff ff Accounting Bulletins No. 107 and No. 110. Stock-based compensation expense for equity 
TT
Topics
awards is based on the fair value of the award on the date of grant. The Company recognizes stock-based compensation expense
over the period that the related service is performed, which is generally the same as the vesting period of the underlying award. 
During 2018, 2017 and 2016, the Company recognized $66.2 million, $78.9 million and $46.7 million, respectively, yy of stock-
based compensation expense.

ff

January  1,  2016,  the Company  adopted  ASU  No. 2016-09, "Improvements

Effective 
Payment 
Accounting" ("ASU No. 2016-09"), which mandated certain changes in accounting for stock-based compensation. Among other 
things, ASU No. 2016-09 permits companies to make an entity-wide accounting policy election to recognize forfeitures of share-
based compensation awards as they occur or make an estimate by applying a forfeiture rate each quarter. The Company previously
estimated forfeitures but elected to change its accounting policy and account for forfeitures as they occur. ASU No. 2016-09
requires this change in accounting policy to be applied using a cumulative effect 
adjustment to accumulated earnings as of the 
beginning of the period in which the rule is adopted. Accordingly,yy the Company recorded a $0.3 million decrease to its opening 
accumulated earnings effective 

to Employee  Share-Based 

January 1, 2016. 

rr

rr

ff

ff

ff

resulting from differing 

Income taxes. The Company uses the asset and liability method of accounting for income taxes. We WW estimate our income taxes in 
each of the jurisdictions where we operate. This process involves estimating our current tax expense or benefit together with 
treatment of items for tax and accounting purposes. These differences 
assessing temporary differences 
result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. When assessing the realizability 
of deferred tax assets, we consider if it is more likely than not that some or all of the deferred tax assets will not be realized. In
making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected 
future taxable income, and ongoing prudent and feasible tax planning strategies. The Company recognizes the tax benefit from 
an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of 
the position.

ff

ff

53

The Company adopted ASU No. 2016-16, "Intra-Entity Transfers
Other Than Inventory," on January 1, 2018. Information
regarding our adoption of this new accounting standard and its impact on the Company's consolidated financial statements is
provided below under the heading "Adoption of new accounting standardsrr

ff
of Assets

."

TT

Cash and cash equivalents. Includes cash and all highly liquid investments with original maturities of three months or less, which
are considered cash equivalents. The carrying value of cash equivalents approximates fair value due to their short-term maturity. 
Investments with maturities of more than three months are classified as marketable securities. Interest earned is classified in Interest 
income in the Consolidated Statements of Operations. 

On January 1, 2018, the Company adopted ASU No. 2016-18, "Restricted Cash" ("ASU No. 2016-18"). ASU No. 2016-18 requires 
that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents
when reconciling the beginning-of-period and end-of-period total amounts presented on an entity's statement of cash flows. A
table presenting the beginning-of-period and end-of-period cash amounts from the Company's Consolidated Balance Sheets and 
the total cash amounts presented in the accompanying Consolidated Cash Flow Statements is provided below under the heading 
"Adoption of new accounting standardsrr

."

rr

The Company leases all of its facilities and certain equipment. These leases are 
Property
,yy equipment and leasehold improvements.
all classified as operating leases in accordance with FASBFF
840, Leases. The cost of these operating leases, including 
ASC TopicTT
any contractual rent increases, rent concessions and landlord incentives, is recognized ratably over the life of the related lease
agreement. Lease expense was $93.5 million, $87.9 million and $38.0 million in 2018, 2017 and 2016, respectively.

rr

Equipment, leasehold  improvements  and  other  fixed  assets owned  by  the  Company  are  recorded  at  cost  less accumulated 
depreciation.  Except  for  leasehold  improvements,  these fixed  assets are  depreciated  using the straight-line  method  over  the 
estimated useful life of the underlying asset. Leasehold improvements are amortized using the straight-line method over the shorter 
of the estimated useful life of the improvement or the remaining term of the related lease. The Company's total depreciation expense
was $68.6 million, $63.9 million and $37.2 million in 2018, 2017 and 2016, respectively. The Company's total fixed assets, less
accumulated depreciation and amortization, consisted of the following (in thousands):

Category

Computer equipment and software

Furniture and equipment

Leasehold improvements

Less — accumulated depreciation and amortization

Property, equipment and leasehold improvements, net

yy

Useful Life

December 31,

YY
(Years)

2018

2017

2-7

3-8

2-15

$

210,955

$

189,015

85,002

218,405

514,362
(246,697)
267,665

$

67,288

175,716

432,019
(210,512)
221,507

$

TT
ASC Topic 

The Company incurs costs to develop internal-use software used in its operations, and certain of those costs meeting the criteria 
outlined in FASBFF
350, "Intangibles - Goodwill and Other," are capitalized and amortized over future periods. Net 
capitalized development costs for internal-use software were $37.4 million and $26.9 million at December 31, 2018 and 2017, 
respectively, yy which is included in the Computer equipment and software category above. Amortization expense for capitalized 
internal-use software development costs, which is classified in Depreciation in the Consolidated Statements of Operations, totaled 
$13.2 million, $9.9 million and $8.8 million in 2018, 2017 and 2016, respectively.

54

Finite-lived intangible assets. The Company has finite-lived intangible assets that are amortized against earnings using the straight-
line method over the expected useful life of the underlying asset. Changes in intangible assets subject to amortization during the 
two-year period ended December 31, 2018 were as follows (in thousands):

r
December 31, 2018

Gross cost at December 31, 2017 (1)

Divestitures (2)

ff
Write-of
f of fully amortized intangible assets
WW

Foreign currency translation impact and other (3)

Gross cost

Accumulated amortization (4)

Balance at December 31, 2018

Customer
Relationships

$

$

1,200,316
(45,175)
(303)
(23,182)
1,131,656
(184,918)
946,738

$

$

Software

Content

Other

TotalTT

123,424
(321)
(11,715)
(687)
110,701
(38,901)
71,800

$ 104,313
(473)
(669)
(4,329)
98,842
(92,717)
6,125

$

$

$

54,929
(160)
(3,311)
204

51,662
(33,760)
17,902

$ 1,482,982
(46,129)
(15,998)
(27,994)
1,392,861
(350,296)
$ 1,042,565

r
December 31, 2017

Gross cost at December 31, 2016

Additions due to acquisitions (5)

ff
Write-of
f of fully amortized intangible assets
WW

Reclassified as held-for-sale (6)

Foreign currency translation impact

Gross cost (1)

Accumulated amortization (4)

Balance at December 31, 2017 (1)

$

Customer
Relationships

Software

Content

Other

TotalTT

$

63,369

$

16,025

$

3,728

$

33,645

$

116,767

1,253,312

—
(140,156)
23,791

1,200,316
(92,983)
1,107,333

$

180,787

—
(69,012)
(4,376)
123,424
(26,344)
97,080

$

141,707
(4,227)
(38,593)
1,698

104,313
(47,475)
56,838

$

24,384

—
(2,711)
(389)
54,929
(24,158)
30,771

1,600,190
(4,227)
(250,472)
20,724

1,482,982
(190,960)
$ 1,292,022

(1) Excludes certain amounts related to held-for-sale operations.
(2) Represents amounts related to divested businesses. See Note 2 — Acquisitions and Divestitures for additional information.
(3) Includes the foreign currency translation impact and certain other adjustments.
(4) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships

—4 to 13 years; Software—3 to 7 years; Content—1.5 to 5 years; and Other —2 to 5 years.

(5) The additions were primarily due to the Company's acquisitions of CEB Inc. and L2, Inc. during April 2017 and March 2017, 

respectively. See Note 2 — Acquisitions and Divestitures for additional information.
(6) Represents amounts reclassified (net) as held-for-sale assets related to the CEB Talent 

TT

Assessment business. See Note 2 — 

Acquisitions and Divestitures for additional information.

Amortization expense related to finite-lived intangible assets was $187.0 million, $176.3 million and $24.8 million in 2018, 2017
and  2016, respectively. The  estimated  future  amortization  expense by year  for  finite-lived  intangible  assets is as follows (in 
thousands):

2019

2020

2021

2022

2023 and thereafter

$

129,394

122,756

102,338

92,801

595,276

$

1,042,565

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 
350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and 
FF
whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The annual 
assessment of the recoverability of recorded goodwill can be based on either a qualitative or quantitative assessment or a combination 

TT
ASC Topic 

55

of the two approaches. Both methods utilize estimates which, in turn, require judgments and assumptions regarding future trends
and events. As a result, both the precision and reliability of the resulting estimates are subject to uncertainty. If our annual goodwill 
impairment evaluation determines that the fair value of a reporting unit is less than its related carrying amount, we may recognize 
an impairment charge. In connection with our most recent annual impairment test of goodwill during the quarter ended September 
30, 2018, which indicated no impairment of recorded goodwill, the Company utilized the quantitative approach in assessing the 
fair values of its reporting units relative to their respective carrying values.

The following table presents changes to the carrying amount of goodwill by segment, including the Company's Other segment,
during the two-year period ended December 31, 2018 (in thousands):

Research

Conferences Consulting

Other

TotalTT

Balance at December 31, 2016 (1)

$

595,450

$

46,523

$

96,480

$

— $

738,453

Additions due to acquisitions (2)

Reclassified as held-for-sale (3)

Foreign currency translation impact

Balance at December 31, 2017

Divestitures (4)

Foreign currency translation impact and other (5)
Balance at December 31, 2018

2,042,514

140,914

—
(18,287)
2,619,677
(2,500)
21,241
$ 2,638,418

$

—

483

187,920

—
(266)
187,654

$

—

—

1,318

97,798

—
(734)
97,064

274,363
(212,994)
20,530

81,899
(90,078)
8,179

$

— $

2,457,791
(212,994)
4,044

2,987,294
(92,578)
28,420
2,923,136

(1) The Company does not have any accumulated goodwill impairment losses.
(2) The  2017  goodwill  additions are  due  to  the acquisitions of  CEB Inc.  and  L2,  Inc.  during April  2017 and  March  2017, 

respectively. See Note 2 – Acquisitions and Divestitures for additional information.
(3) Represents amounts reclassified  as held-for-sale assets related  to the  CEB Talent 

TT

Assessment  business. See  Note  2 – 

Acquisitions and Divestitures for additional information.

(4) Represents amounts related to divested businesses. See Note 2 – Acquisitions and Divestitures for additional information.
(5) Includes the foreign currency translation impact and certain measurement period adjustments related to the acquisition of 

CEB Inc.

Impairment of long-lived assets. The Company's long-lived assets primarily consist of intangible assets other than goodwill and 
property, yy equipment and leasehold improvements. The Company reviews its long-lived asset groups for impairment whenever 
events or changes in circumstances indicate that the carrying amount of the respective asset may not be recoverable. Such evaluation 
may be based on a number of factors, including current and projected operating results and cash flows, and changes in management’s
strategic direction as well as external economic and market factors. The Company evaluates the recoverability of these assets by 
determining whether  their  carrying  values can be recovered  through  undiscounted  future  operating  cash flows.  If  events  or 
circumstances indicate that the carrying values might not be recoverable based on undiscounted future operating cash flows, an
impairment loss would be recognized. The amount of impairment, if any, yy is measured based on the difference 
between the projected 
discounted future operating cash flows, using a discount rate reflecting the Company’s average cost of funds, and the carrying 
value of the asset. The Company did not record any impairment charges for long-lived asset groups during the three-year period 
ended December 31, 2018.

ff

Pension obligations. The Company has defined benefit pension plans in several of its international locations (see Note 13 — 
Employee Benefits). Benefits earned under these plans are generally based on years of service and level of employee compensation.
The Company accounts for its defined benefit plans in accordance with the requirements of FASBFF
715. The Company 
determines the periodic pension expense and related liabilities for these plans through actuarial assumptions and valuations. The 
Company recognized $3.9 million, $3.6 million and $3.5 million of pension expense in 2018, 2017 and 2016, respectively.

TT
ASC Topic 

Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets at amortized cost, net of deferred financing 
fees. Interest accrued on amounts borrowed is classified as Interest expense in the Consolidated Statements of Operations. The 
Company had $2.3 billion of principal amount of debt outstanding at December 31, 2018 compared to $3.3 billion at December 
31, 2017, which reflects the Company's significant principal repayments on its debt subsequent to the completion of the CEB Inc. 
acquisition. Note 5 — Debt provides information regarding the Company's debt. 

rr
currency

Foreign 
rr
exposure.rr The functional currency of our foreign subsidiaries is typically the local currency. All assets and 
at the balance sheet date. Income and 
liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect 
expense items are translated at average exchange rates for the year. The resulting translation adjustments are recorded as foreign

ff

56

currency translation adjustments, a component of Accumulated other comprehensive (loss) income, net within the Stockholders’
Equity section of the Consolidated Balance Sheets.

Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a 
subsidiary are recognized in results of operations in Other income, net within the Consolidated Statements of Operations. The 
Company had net currency transaction gains (losses) of $9.2 million, $(5.5) million and $(0.4) million in 2018, 2017 and 2016, 
of adverse fluctuations 
respectively. The Company enters into foreign currency forward exchange contracts to mitigate the effects 
in foreign currency exchange rates on certain transactions. Those contracts generally have short durations and are recorded at fair 
value with both realized and unrealized gains and losses recorded in Other income, net. The net gain (loss) from foreign currency 
forward exchange contracts was $(10.4) million, $0.8 million and $(0.3) million in 2018, 2017 and 2016, respectively.

ff

rr

Comprehensive
income. The Company reports comprehensive income in a separate statement called the Consolidated Statements
of Comprehensive Income, which is included herein. The Company's comprehensive income disclosures are included in Note 7
— Stockholders' Equity.

Fair value disclosures.
sheet date. The Company’s fair value disclosures are included in Note 12 — Fair ValueVV

The Company has a limited number of assets and liabilities that are adjusted to fair value at each balance 

Disclosures.

rr

rr

Concentrations of credit 
risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-term, 
highly liquid  investments classified  as cash equivalents, fees receivable,  contract  assets, interest  rate  swaps and  a pension
reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contracts are with investment 
grade  commercial  banks. Fees receivable  and  contract  asset  balances deemed  to  be  collectible  from  customers have  limited 
concentration of credit risk due to our diverse customer base and geographic dispersion. The Company’s pension reinsurance asset 
(see Note 13 — Employee Benefits) is maintained with a large international insurance company that was rated investment grade 
as of December 31, 2018 and 2017.

rr
programs.

Stock repur
The Company records the cost to repurchase its own common shares as treasury stock. During 2018, 
rr
chase
rr
2017 and 2016, the Company used $260.8 million, $41.3 million and $59.0 million, respectively,yy in cash for stock repurchases 
(see Note 7 — Stockholders’ Equity for additional information). Shares repurchased by the Company are added to treasury shares
and are not retired.

Adoption of new accounting standardsrr

. The Company adopted the accounting standards described below during 2018:

rr

Income — On April 1, 2018, the Company early adopted ASU
Certain Tax TT Effects Stranded In Accumulated Other Comprehensive
Income" ("ASU No. 2018-02").
No. 2018-02, "Reclassification of Certain Tax TT Effects from 
from items that have been 
ff
ASU No. 2018-02 provides an entity with the option to reclassify to retained earnings the tax effects
stranded in accumulated other comprehensive income as a result of the U.S. Tax TT Cuts and Jobs Act of 2017 (the “Act”). Entities 
can adopt ASU No. 2018-02 using one of two transition methods: (i) retrospective to each period wherein the income tax effects 
of the Act related to items remaining in accumulated other comprehensive income are recognized or (ii) at the beginning of the 
period of adoption. Gartner elected to early adopt ASU No. 2018-02 as of the beginning of the second quarter of 2018, which
resulted in a reclassification of $0.6 million of stranded tax amounts related to the Act from Accumulated other comprehensive 
(loss) income, net to Accumulated earnings. ASU No. 2018-02 had no impact on the Company's operating results in 2018.

Accumulated Other Comprehensive

rr

rr

ff

Stock Compensation Award rr Modifications — On January 1, 2018, the Company adopted ASU No. 2017-09, "Compensation—
Accounting" ("ASU No. 2017-09"). ASU No. 2017-09 provides guidance about which
Stock Compensation - Scope of Modification 
changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The adoption 
of ASU No. 2017-09 had no impact on the Company's consolidated financial statements.

ff

rr

 —  On January 1,  2018,  the Company adopted ASU No.  2017-07, "Compensation—
Benefits  Cost  Presentation
rr
Retirement 
Retirement 
Benefits" ("ASU No. 2017-07"). ASU No. 2017-07 improves the reporting of net benefit cost in the financial statements,
rr
provides additional guidance on the presentation of net benefit cost in the income statement and clarifies the components eligible 
for capitalization. The adoption of ASU No. 2017-07 had an immaterial impact on the classification of benefit expense on the 
Company's Consolidated Statements of Operations.

Partial Sales of Non-financial Assets — On January 1, 2018, the Company adopted ASU No. 2017-05, "Clarifying the Scope of 
Asset Derecognition 
Assets" ("ASU No. 2017-05"). ASU No. 2017-05
ff
Partial Sales of Non-financial 
rr
s guidance on non-financial asset derecognition as well as the accounting for partial sales of non-
clarifies the scope of the FASB’
financial assets. It conforms the derecognition guidance on non-financial assets with the model for revenue transactions. The 
adoption of ASU No. 2017-05 had no impact on the Company's consolidated financial statements.

Guidance and Accounting for 

g g

FF

57

Definition of  a  Business — On  January 1,  2018,  the Company  adopted ASU  No. 2017-01, "Clarifying  the Definition  of  a
Business" ("ASU No. 2017-01"). ASU No. 2017-01 changes the U.S. GAAP definition of a business. Such change can impact the 
accounting for asset purchases, acquisitions, goodwill impairment and other assessments. The adoption of ASU No. 2017-01 had 
no impact on the Company's consolidated financial statements.

rr

Presentation
of Restricted Cash — On January 1, 2018, the Company adopted ASU No. 2016-18, "Restricted Cash" ("ASU No.
2016-18"). ASU  No.  2016-18 requires  that  amounts generally  described  as restricted  cash and  restricted  cash equivalents be
presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on 
an entity's statement of cash flows. ASU No. 2016-18 must be applied using a retrospective transition method to each comparative 
period presented in an entity's financial statements.

As a result of the adoption of ASU No. 2016-18, the Company's restricted cash balances are now included in the beginning-of-
period and end-of-period total amounts presented on the accompanying Consolidated Statements of Cash Flows. When compared 
to the Company's previously issued statement of cash flows for 2017, the adoption of ASU No. 2016-18 resulted in: (i) an increase 
of $7.0 million in cash used in investing activities; (ii) an increase of $18.2 million in the end-of-period total cash amount; and 
on the statement of cash
(iii) an increase of $25.1 million in the beginning-of-period total cash amount. The corresponding effects 
flows for 2016 were: (i) an increase of $14.0 million in cash used in investing activities; (ii) an increase of $25.1 million in the 
end-of-period total cash amount; and (iii) an increase of $39.1 million in the beginning-of-period total cash amount.

ff

Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company's Consolidated Balance
Sheets and the total cash amounts presented in the accompanying Consolidated Cash Flow Statements (in thousands).

Cash and cash equivalents
Restricted cash classified in (1), (2):

Prepaid expenses and other current assets
Other assets

Cash classified as held-for-sale (3)
Cash and cash equivalents and restricted cash per the Consolidated
Statements of Cash Flows

December 31,

2018
$ 156,368

2017
$ 538,908

2016
$ 474,233

2015
$ 372,976

2,295
—
—

15,148
3,002
10,000

25,121
—
—

13,505
25,626
—

$ 158,663

$ 567,058

$ 499,354

$ 412,107

(1) Restricted cash consists of escrow accounts established in connection with certain of the Company's business acquisitions.
Generally,yy such cash is restricted to use due to provisions contained in the underlying asset purchase agreement. The Company 
will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies described in such
agreements (e.g., potential indemnification claims, etc.).

(2) Restricted cash is recorded in Prepaid expenses and other current assets and Other assets in the Company's consolidated 
balance sheets with the short-term or long-term classification dependent on the projected timing of disbursements to the 
sellers.

(3) Represents cash classified as a held-for-sale asset for the CEB Talent 

TT

Assessment business that was acquired as part of the 

CEB Inc. acquisition. See Note 2 — Acquisitions and Divestitures for additional information.

TT

— On January 1, 2018, the Company adopted ASU No. 2016-16, "Intra-Entity Transfers

Income Taxes
of Assets Other Than
Inventory" ("ASU No. 2016-16"). ASU No. 2016-16 accelerates the recognition of taxes on certain intra-entity transactions. U.S. 
GAAP previously required deferral of the income tax implications of an intercompany sale of assets until the assets were sold to 
and the buyer’s deferred taxes on asset 
a third party or recovered through use. Under ASU No. 2016-16, the seller’s tax effects
transfers are immediately recognized upon the sale.

TT

ff

Pursuant to the transition rules in ASU No. 2016-16, any taxes attributable to pre-2018 intra-entity transfers that were previously
deferred should be accelerated and recorded to accumulated earnings on the date of adoption. As a result of this transition rule, 
certain of the Company's balance sheet income tax accounts pertaining to pre-2018 intra-entity transfers, which aggregated $13.7 
million, were reversed against accumulated earnings on January 1, 2018. Pursuant to the provisions of ASU No. 2016-16, the 
Company recorded an income tax benefit of $6.8 million in 2018 related to intra-entity transfers upon the merger of certain foreign
subsidiaries. ASU No. 2016-16 could have a material impact on the Company's consolidated financial statements in the future, 
depending on the nature, size and tax consequences of intra-entity transfers, if any.

58

Statement of Cash Flows — On January 1, 2018, the Company adopted ASU No. 2016-15, "Classification of Certain Cash Receipts
and  Cash  Payments" ("ASU No.  2016-15"). ASU  No.  2016-15 sets forth classification requirements  for  certain  cash flow 
transactions. The adoption of ASU No. 2016-15 had no impact on the Company's consolidated financial statements.

t On January 1, 2018, the Company adopted ASU No. 2016-01, "Financial 
— 
Financial Instruments Recognition and Measurement
Instruments Overall - Recognition and Measurement 
Assets and Liabilities" ("ASU No. 2016-01"), to address certain 
ff
of Financial 
aspects of recognition, measurement, presentation and disclosure of financial instruments. Among the significant changes required 
by ASU No. 2016-01 is that equity investments are to be measured at fair value with changes in fair value recognized in net income.
The adoption of ASU No. 2016-01 had no impact on the Company's consolidated financial statements.

rr
rr

Contracts with Customers,"
Revenue Recognition — On January 1, 2018, the Company adopted ASU No. 2014-09, "Revenue fromrr
as amended ("ASU No. 2014-09"). The adoption of the standard did not have a material impact on the Company's consolidated 
financial statements. However, as required by ASU No. 2014-09, the Company's disclosures around revenue recognition have 
been significantly expanded. Additionally, yy the Company's accounting policies have been updated to reflect the adoption of ASU
No. 2014-09.

The following sections provide an overview of the Company's revenues by segment along with the required disclosures under the 
new revenue recognition standard.

Our business and our revenues

rr

Gartner  currently  delivers  its products and  services globally through three business segments: Research, Conferences  and 
Consulting. Our revenues from those business segments are discussed below.

Researchrr

Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas of 
an enterprise through research and other reports, briefings, proprietary tools, access to our analysts and advisors, peer networking 
services and membership programs that enable our clients to make better decisions. Gartner's traditional strengths in information 
technology (“IT”), marketing and supply chain research were enhanced in 2017 with Gartner's acquisition of CEB Inc., which
added CEB's best practice and talent management research insights across a range of business functions, to include human resources, 
finance, sales and legal.

Research revenues are mainly derived from subscription contracts for research products, representing approximately 90% of the 
segment’s revenue. The related revenues are deferred and recognized ratably over the applicable contract term (i.e., as we provide
services over the contract period). Fees derived from assisting organizations in selecting the right business software for their needs
are recognized at a point in time (i.e., when the lead is provided to the vendor).

The  Company  enters into  subscription contracts  for  research  products that  generally  are  for  twelve-month  periods  or  longer.
Approximately 75% to 80% of our annual and multi-year Research subscription contracts provide for billing of the first full service 
period upon signing. In subsequent years, multi-year subscription contracts are normally billed prior to the contract’s anniversary 
date. Our other Research subscription contracts are usually invoiced in advance, commencing with the contract signing, on (i) a 
quarterly,yy monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule. Research contracts are 
generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses,
which historically have not produced material cancellations. It is our policy to record the amount of a subscription contract that 
is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the 
contract represents a legally enforceable claim.

rr
Conferences

Conferences (formerly called Events) provides business professionals across the organization the opportunity to learn, share and 
network. From our flagship CIO conference Gartner IT Symposium, to industry-leading conferences focused on specific business
enable attendees to experience the best of Gartner insight and advice 
roles and topics, to member-driven sessions, our offerings 
live.

ff

We WW earn revenues from both the attendees and exhibitors at our conferences and meetings. Attendees are generally invoiced for 
the full attendance fee upon their completion of an online registration form or their signing of a contract, while exhibitors typically 
make several individual payments commencing with the signing of a contract. We WW collect almost all of the invoiced amounts in 

59

advance of the related activity, yy resulting in the recording of deferred revenue. We WW recognize both the attendee and exhibitor revenue 
as we satisfy our related performance obligations (i.e., when the related activity is held).

The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period 
during which the related activity occurs. The Company's policy is to defer only those costs that are incremental and directly 
attributable to a specific activity,yy primarily prepaid site and production services costs. Other costs of organizing and producing 
our activities, primarily Company personnel and non-conference specific expenses, are expensed in the period incurred. At the 
end of each fiscal quarter, the Company assesses whether the expected direct costs of producing a scheduled activity will exceed 
the  projected  revenues.  If  such costs are  expected  to exceed  revenues, the  Company records  the  expected  loss in  the  period 
determined.

Consulting 

Consulting provides customized solutions to unique client needs through on-site, day-to-day support, as well as proprietary tools
for measuring and improving IT performance with a focus on cost, performance, efficiency 
and quality, yy and contract optimization 
services.

ff

Consulting revenues, primarily derived from custom consulting and measurement services, are principally generated from fixed 
fee or time and materials engagements. Revenues from fixed fee engagements are recognized as we work to satisfy our performance 
obligations, while revenues from time and materials engagements are recognized as work is delivered and/or services are provided.
In both of these circumstances, we satisfy our performance obligations and control of the services are passed to our customers 
over time (i.e., during the duration of the contract or consulting engagement). On a contract-by-contract basis, we typically use
actual labor hours incurred compared to total expected labor hours to measure the Company’s performance in respect of our fixed 
fee engagements. If our labor and other costs on an individual contract are expected to exceed the total contract value or the 
contract’s funded ceiling amount, the Company reflects an adjustment to the contract’s overall profitability in the period determined. 
Revenues related to contract optimization engagements are contingent in nature and are only recognized at the point in time when
all of the conditions related to their payment have been satisfied.

Consulting customers are invoiced based on the specific terms and conditions in their underlying contracts. We WW typically invoice 
our Consulting customers after we have satisfied some or all of the related performance obligations and the related revenue has
been recognized. We WW record fees receivable for amounts that are billed or billable. We WW also record contract assets, which represent 
amounts for which we have recognized revenue but lack the unconditional right to payment as of the balance sheet date due to 
our required continued performance under the relevant contract, progress billing milestones or other billing-related restrictions. 
The Company’s contract assets are discussed below.

Overview of ASU 

ff

No. 2014-09

ASU No. 2014-09 requires a five-step evaluative process that consists of:

(1) Identifying the contract with the customer;
(2) Identifying the performance obligations in the contract; 
(3) Determining the transaction price for the contract; 
(4) Allocating the transaction price to the performance obligations in the contract; and 
(5) Recognizing revenue when (or as) performance obligations are satisfied.

ASU No. 2014-09 is intended to clarify the principles for recognizing revenue by removing inconsistencies and weaknesses in 
previously existing revenue recognition rules; provide a more robust framework for addressing revenue recognition issues; improve 
comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets; and provide more 
useful information to users of financial statements through improved disclosures.

ff

The Company adopted ASU No. 2014-09 using the modified retrospective method of adoption. Under this method of adoption, 
of applying the new standard is recorded at the date of initial application, with no restatement of the comparative 
the cumulative effect 
adjustment to the Company's
prior periods presented. The adoption of ASU No. 2014-09 did not result in a cumulative effect 
Accumulated earnings in its consolidated financial statements. However, the adoption of the new standard required reclassifications
of  certain amounts presented  in  the  Company’s consolidated  balance sheet. As of  January 1,  2018,  these items were  (i)  the 
reclassification of certain fees receivable that met the definition of a contract asset, aggregating $26.7 million, from Fees receivable, 
net to Prepaid expenses and other current assets; and (ii) the reclassification of a refund liability,yy aggregating $6.2 million, from 
the allowance for fees receivable to Accounts payable and accrued liabilities.

ff

60

Related to our adoption of ASU No. 2014-09, we elected to (i) apply the provisions of this new accounting guidance only to 
contracts that were not completed at the date of initial application and (ii) utilize a practical expedient whereby we reflected the 
of all contract modifications that occurred prior to January 1, 2018 (rather than retrospectively restating the affected 
aggregate effect 
contracts) when identifying our satisfied and unsatisfied performance obligations, determining the transaction prices with our 
customers, and allocating such transaction prices to our satisfied and unsatisfied performance obligations. These two elections 
had no financial impact.

ff

ff

Prior to January 1, 2018, the Company recognized revenue in accordance with then-existing U.S. GAAP and SEC Staff ff Accounting 
Bulletin No. 104, "Revenue Recognition" (“prior GAAP”). Under both ASU No. 2014-09 and prior GAAP,PP revenue can only be
recognized when all of the required criteria are met. Although there were certain changes to the Company’s revenue recognition 
January 1, 2018 with the adoption of ASU No. 2014-09, there were no material differences 
policies and procedures effective 
between the pattern and timing of revenue recognition under ASU No. 2014-09 and prior GAAP.PP The accompanying Consolidated 
Statements of Operations present revenues net of any sales or value-added taxes that we collect from customers and remit to 
government authorities.

ff

ff

ASU No. 2014-09 requires that we assess at inception all of the promises in a customer contract to determine if a promise is a 
separate performance obligation. ToTT identify our performance obligations, we consider all of the services promised in a customer 
contract, regardless of whether they are explicitly stated or implied by customary business practices. If we conclude that a service 
is separately identifiable and distinct from the other offerings 
in a contract, we account for such a promise as a separate performance 
obligation.

ff

If a customer contract has more than one performance obligation, then the total contract consideration is allocated among the 
separate deliverables based on their stand-alone selling prices, which are determined based on the prices at which the Company 
discretely sells the stand-alone services. If a contract includes a discount or other pricing concession, the transaction price is
allocated among the performance obligations on a proportionate basis using the relative stand-alone selling prices of the individual 
deliverables being transferred to the customer, unless the discount or other pricing concession can be ascribed to specifically
identifiable performance obligations.

The contracts with our customers delineate the final terms and conditions of the underlying arrangements, including product 
descriptions, subscription periods, deliverables, quantities and the price of each service purchased. Since the transaction price of 
almost all of our customer contracts is typically agreed upon upfront and generally does not fluctuate during the duration of the 
contract, variable consideration is insignificant. The Company may engage in certain financing transactions with customers but 
these arrangements have been limited in number and not material.

Required 

rr Disclosuresrr

under ASU No. 2014-09

ASU No. 2014-09 requires significantly expanded disclosures around the nature, amount, timing and uncertainty of revenue and 
cash flows arising from contracts with customers. These additional disclosures are provided below.

rr
Disaggregated 

Revenues

WeWW believe  that  disaggregating  the  Company’s revenues by primary  geographic  location  and  the timing of  when  revenue is
recognized achieves the disclosure objectives in ASU No. 2014-09. Our disaggregated revenue information by reportable segment,
including our Other segment, is presented for the years indicated in the tables below (in thousands).

YearYY

Ended December 31, 2018

Primary Geographic Markets: (2)

United States and Canada

Europe, Middle East and Africa

Other International

TT
Total revenues

Research Conferences Consulting Other (1)

TotalTT

$ 1,994,016 $

256,219 $

205,874 $

58,843 $ 2,514,952

737,129

374,619

105,909

48,333

119,258

28,535

38,194

1,000,490

8,525

460,012

$ 3,105,764 $

410,461 $

353,667 $

105,562 $ 3,975,454

61

YearYY

Ended December 31, 2017

Primary Geographic Markets: (2)

United States and Canada

Europe, Middle East and Africa

Other International
TT
Total revenues

YearYY

Ended December 31, 2016

Primary Geographic Markets: (2)

United States and Canada

Europe, Middle East and Africa

Other International

TT
Total revenues

Research Conferences Consulting Other (1)

TotalTT

$ 1,600,847 $

210,698 $

188,022 $

92,799 $ 2,092,366

597,943

86,567

111,792

59,119

855,421

272,490
$ 2,471,280 $

40,638
337,903 $

27,847
327,661 $

22,732
363,707
174,650 $ 3,311,494

Research Conferences Consulting

Other

TotalTT

$ 1,178,575 $

162,162 $

179,011 $

— $ 1,519,748

434,753

243,673

72,926

33,517

109,042

30,881

—

—

616,721

308,071

$ 1,857,001 $

268,605 $

318,934 $

— $ 2,444,540

(1) The decline in Other segment revenues in 2018 compared to 2017 was due to divestitures. Information regarding the divestitures

is included in Note 2 – Acquisitions and Divestitures.
(2) Revenues are reported based on where the sale is fulfilled.

The Company’s revenues are 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 revenues by geographic 
location. Accordingly, yy revenue information presented in the above tables is based on internal allocations, which involve certain 
management estimates and judgments.

YearYY

Ended December 31, 2018

TT
Timing of Revenue Recognition:

Transferred over time (1)

Transferred at a point in time (2)

TT
Total revenues

YearYY

Ended December 31, 2017

TT
Timing of Revenue Recognition:

Transferred over time (1)

Transferred at a point in time (2)

TT
Total revenues

YearYY

Ended December 31, 2016

TT
Timing of Revenue Recognition:

Transferred over time (1)
Transferred at a point in time (2)

TT
Total revenues

Research

Conferences Consulting

Other

TotalTT

2,851,176 $

— $

294,397 $

86,667 $ 3,232,240

254,588

410,461

59,270

18,895

743,214

3,105,764 $

410,461 $

353,667 $

105,562 $ 3,975,454

Research

Conferences Consulting

Other

TotalTT

2,275,377 $

— $

269,720 $

141,331 $ 2,686,428

195,903

337,903

57,941

33,319

625,066

2,471,280 $

337,903 $

327,661 $

174,650 $ 3,311,494

Research

Conferences Consulting

Other

TotalTT

1,710,786 $
146,215

— $

268,605

267,809 $
51,125

1,857,001 $

268,605 $

318,934 $

— $ 1,978,595
465,945
—

— $ 2,444,540

62

$

$

$

$

$

$

(1) These Research revenues were recognized in connection with performance obligations that were satisfied over time using a 
time-elapsed output method to measure progress. The corresponding Consulting revenues were recognized over time using
labor hours as an input measurement basis. Other revenues in this category were recognized using either a time-elapsed output 
method, performance-based milestone approach or labor hours, depending on the nature of the underlying customer contract.
(2) The revenues in this category were recognized in connection with performance obligations that were satisfied at the point in 

time the contractual deliverables were provided to the customer.

Determining  a  measure of  progress for  performance  obligations that  are  satisfied  over  time  and  when  control  transfers  for 
performance obligations that are satisfied at a point in time requires us to make judgments that affect 
the timing of when revenue 
is recognized. A key factor in this determination is when the customer is able to direct the use of, and can obtain substantially all 
of the benefits from, the deliverable.

ff

For performance obligations recognized in accordance with a time-elapsed output method, the Company’s efforts
are expended 
consistently throughout the contractual period and the Company transfers control evenly by providing stand-ready services. For 
performance obligations satisfied under our Consulting fixed fee and time and materials engagements, we believe that labor hours 
are the best measure of depicting the Company’s progress because labor output corresponds directly to the value of the Company’s
performance to date as control is transferred. In our Other segment, we selected a method to assess the completion of our performance 
obligations that best aligned with the specific characteristics of the individual customer contract. We WW believe that these methods
to measure progress provide a reasonable and supportable determination as to when we transfer services to our customers.

ff

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 December 31, 2018 was approximately $2.7 billion. 
The Company expects to recognize $1,620.4 million, $874.5 million and $186.5 million of this revenue (most of which pertains 
to Research) during the year ending December 31, 2019, the year ending December 31, 2020 and thereafter, respectively. The 
Company applies a practical expedient allowed in ASU No. 2014-09 and, accordingly,yy it does not disclose such performance 
obligation information for customer contracts that have original durations of one year or less. Our performance obligations for 
contracts meeting  this ASU  No.  2014-09 disclosure exclusion primarily  include:  (i)  stand-ready  services under  Research
subscription contracts; (ii) holding conferences 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.

ff

Customer Contract Assets and Liabilities

The timing of the recognition of revenues, and the amount and timing of our billings and cash collections, as well as upfront 
customer payments, result in the recording of both assets and liabilities on our Consolidated Balance Sheets.

The payment terms and conditions in our customer contracts vary. In some cases, customers prepay and, in other cases, after we 
conduct a credit evaluation, payment may be due in arrears. Because the timing of the delivery of our services typically differs 
from the timing of customer payments, the Company recognizes either a contract asset (we perform either fully or partially under 
the contract but a contingency remains) or a contract liability (upfront customer payments precede our performance, resulting in 
deferred revenue). Amounts recorded as contract assets are reclassified to fees receivable when all of the outstanding conditions
have been resolved and our right to payment becomes unconditional. Contracts with payments due in arrears are also recognized 
as fees  receivable. As our  contractual  performance  obligations are  satisfied  over  time or  at  a  point  in  time,  the  Company 
correspondingly relieves its contract liabilities and records the associated revenue.

ff

63

The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with 
customers, excluding held-for-sale businesses (in thousands):

Assets:

Fees receivable, gross (1)

Contract assets (2)

Contract liabilities:

Deferred revenues (current liability) (3)

Non-current deferred revenues (3)

TT
Total contract liabilities

December 31,

2018

2017

$

$

$

$

1,262,818

26,119

1,745,244

21,194

1,766,438

$

$

$

$

1,162,871

26,672

1,630,198

16,205

1,646,403

(1) Fees receivable represent the unconditional right of payment from our customers and include both billed and unbilled amounts.
(2) Contract assets represent recognized revenue for which we do 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.  In the 
accompanying Consolidated Balance Sheets, contract assets are recorded in Prepaid expenses and other current assets as of 
December 31, 2018 and Fees receivable, net as of December 31, 2017.

(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 performance obligation(s).

During 2018, the Company recognized $1,287.8 million of revenue that was attributable to deferred revenues that were recorded 
at December 31, 2017. That amount primarily consisted of (i) Research and Other revenues that were recognized ratably as control 
of the goods or services passed to the customer and (ii) Conferences revenue pertaining to conferences that occurred during the 
reporting period. In 2018, the Company recorded no material impairments related to its contract assets. In the normal course of 
business, the Company does not recognize revenues from performance obligations satisfied in prior periods.

Allowance for Losses and the Revenue Reserve

As of December 31, 2017, the Company maintained an allowance for losses that included a bad debt allowance and a revenue 
reserve. Provisions to the Company’s allowance for losses were charged against earnings as either a reduction in revenues or an
with the adoption of ASU No. 2014-09 on January 1, 2018, the allowance for losses, which is
increase in expense. Effective 
ff
classified as an offset 
to the gross amount of fees receivable, and the related charge against earnings (i.e., bad debt expense) is
now comprised solely of estimated uncollectible fees receivable due to credit and other associated risks. The revenue reserve 
previously reported as part of the allowance for losses has been reclassified and is now reported as a liability in accordance with 
ASU No. 2014-09.

ff

The revenue reserve is maintained for amounts deemed to be uncollectible for reasons other than bad debt. When determining the 
amount of the revenue reserve, the Company uses an expected-value method that is based on current estimates and a portfolio of 
data from its historical experience. Due to the common characteristics and similar attributes of our customers and contracts, which
provide  relevant  and  predictive  evidence about  our  projected  future  liability,yy an  expected-value  method  is reasonable and 
appropriate. However, the determination of the revenue reserve is inherently judgmental and requires the use of certain estimates.
Changes in estimates are recorded in the period that they are identified. As of December 31, 2018, the revenue reserve balance 
was $7.4 million and adjustments to the account in 2018 were not significant.

The allowance for losses for bad debts is based on historical loss experience, an assessment of current economic conditions, the 
aging of outstanding receivables, the financial health of specific clients and probable losses. This evaluation is inherently judgmental 
and requires the use of estimates. The allowance for losses for bad debts is periodically re-evaluated and adjusted as more information 
about the ultimate collectability of fees receivable becomes available. Circumstances that could cause such allowance for losses
to increase include changes in our clients’ liquidity and credit quality,yy other factors negatively impacting our clients’ ability to pay
their obligations as they come due, and the effectiveness

of our collection efforts.

ff

ff

64

Costs of obtaining and fulfilling a customer contract

Upon the signing of a customer contract, the Company capitalizes the related commission as a recoverable direct incremental cost 
of obtaining the underlying contract and records a corresponding commission payable. No other amounts are capitalized as a cost 
of obtaining or fulfilling a customer contract because no expenditures have been identified that meet the requisite capitalization 
criteria. For Research, Consulting and Other, we generally use the straight-line method of amortization for deferred commissions
over a period that is based on the projected recoverability for such costs, using factors such as the underlying contract period, the 
timing of when the corresponding revenues will be earned and the anticipated term of the engagement. For Conferences, deferred 
commissions are expensed during the period when the related conference occurs.

Under all circumstances, deferred commissions are amortized over a period that does not exceed one year. During 2018, 2017 and 
2016, such amortization expense was $304.8 million, $230.5 million and $180.2 million, respectively,yy and was included in SG&A
expense in the accompanying Consolidated Statements of Operations. The Company recorded no material impairments of its
deferred commissions during the three-year period ended December 31, 2018.

as
Accounting standardsrr
of December 31, 2018 and may impact the Company’s consolidated financial statements or related disclosures in future periods.
Those standards and their potential impact are discussed below.

has issued accounting standards that had not yet become effective 

issued but not yet adopted. The FASBFF

ff

Accounting standardsrr

effective in 2019

r

rr

gg

Improvements

to Accounting for 

TarTT geted 
issued ASU No. 2017-12, "Derivatives
Hedging Activities —  In August 2017, the FASBFF
and Hedging" ("ASU No. 2017-12"). ASU No. 2017-12 is intended to improve the financial reporting of hedging relationships to 
better portray the economic results of an entity’s risk management activities in its financial statements. In addition to that main
objective, the standard makes certain targeted improvements to simplify the application of hedge accounting guidance in current 
U.S. GAAP.PP On January 1, 2019, the Company adopted ASU No. 2017-12. The adoption of ASU No. 2017-12 had no impact on 
the Company's consolidated financial statements.

Leases — In February 2016, the FASBFF
issued ASU No. 2016-02, "Leases," as amended ("ASU No. 2016-02"), which substantively
modifies the accounting and disclosure requirements for lease arrangements. U.S. GAAP prior to the issuance of ASU No. 2016-02
provided  that  lease arrangements  meeting  certain  criteria  were  not  recorded  on an  entity's  balance sheet. ASU No. 2016-02
significantly changed the accounting for leases because a right-of-use ("ROU") model is now used whereby a lessee must record 
an ROU asset and a lease liability on its balance sheet for most of its leases. Under ASU No. 2016-02, leases are classified as
either operating or financing arrangements, with such classification affecting 
the pattern of expense recognition in an entity's 
income statement. ASU No. 2016-02 also requires significantly expanded disclosures to meet the objective of enabling users of 
financial statements to assess the amount, timing and uncertainty of cash flows related to leases.

ff

The Company adopted ASU No. 2016-02 on January 1, 2019 using a modified retrospective approach. We WW elected to use an
available practical expedient that is permitted under ASU No. 2016-02 to record the required cumulative effect 
adjustments to the 
opening balance sheet in the period of adoption rather than in the earliest comparative period presented. As such, the Company's
historical consolidated financial statements will not be restated. Certain other permitted practical expedients were used by the 
Company upon adoption of the standard, including: (i) combining lease and nonlease components as a single lease component for 
purposes of the recognition and measurement requirements under ASU No. 2016-02; (ii) not reassessing a lease arrangement to 
determine if its classification should be changed under ASU No. 2016-02; and (iii) not reassessing initial direct costs for leases
that were in existence on January 1, 2019.

ff

ff

On adoption effective 
January 1, 2019, ASU No. 2016-02 will materially impact our consolidated balance sheets in the future 
because application of the ROU model yields a significant increase in both our assets and liabilities from our lease arrangements 
(all of which are operating leases) that have not previously been recorded on the Company’s consolidated balance sheets. We WW
currently expect that the adoption of the standard will result in the recognition of operating lease liabilities ranging from $835.0
million to $855.0 million based on the present value of the Company’s remaining minimum lease payments, while the corresponding 
ROU assets will range from $637.0 million to $657.0 million. The Company’s consolidated statements of operations, stockholders' 
equity and cash flows will not be materially impacted by the adoption of the standard. The Company will provide the required 
disclosures under the standard in its Form 10-Q filing for the quarterly period ending March 31, 2019.

65

Accounting standardsrr

effective in 2020

issued ASU No. 2018-15, "Customer’s
Implementation Costs in a Cloud Computing Arrangement — In August 2018, the FASBFF
Accounting  for  Implementation  Costs Incurred 
in a  Cloud  Computing Arrangement  That  Is a  Service Contract"  ("ASU  No. 
rr
2018-15"). ASU  No. 2018-15 aligns the requirements  for  capitalizing implementation  costs incurred  in  a  cloud  computing
arrangement that is a service contract with the requirements 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. ASU No. 2018-15 is effective 
for Gartner on January 1, 2020, with early adoption permitted. ASU No. 2018-15 may 
be adopted using either a retroactive or prospective method. The adoption of ASU No. 2018-15 is currently not expected to have
a material impact on the Company's consolidated financial statements.

ff

rr

issued ASU No. 2018-14, "Disclosure rr Framework—Changes to 
Defined Benefit Plan Disclosuresrr — In August 2018, the FASBFF
the Disclosure rr 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 for the year ending December 
31, 2020, with early adoption permitted. ASU No. 2018-14 must be adopted on a retroactive basis and applied to each comparative 
period presented in an entity's financial statements. We WW are evaluating the potential impact of adopting ASU No. 2018-14; however, 
we do not currently expect it to have a material impact on the Company's consolidated financial statements.

FF

ff

rr

rr
Measurement 

Disclosuresrr — In August 2018, the FASBFF

issued ASU No. 2018-13, "Disclosure rr Framework—Changes
VV
Fair Value 
to the Disclosure rr Requirements
("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. ASU No. 2018-13 is effective 
for 
Gartner on January 1, 2020, with early adoption permitted. The adoption of ASU No. 2018-13 is currently not expected to have 
a material impact on the Company's consolidated financial statements.

rr
Measurement" 

for Fair Value 

VV

FF

ff

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

ff

rr

Losses —  In June 2016, the FASBFF

Financial  Instrument  Credit 
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,
for Gartner on January 1, 2020, with early adoption permitted. We WW are 
ff
including trade receivables. ASU No. 2016-13 is effective 
currently evaluating the potential impact of ASU No. 2016-13 on our consolidated financial statements.

rr

The FASB 
FF
Company's accounting policies and disclosures in future periods. As these standards have not yet been issued, the effective 
and potential impact are unknown.

continues to work on a number of other significant accounting standards which, if issued, could materially impact the 
dates 

ff

2 — ACQUISITIONS AND DIVESTITURES

The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASBFF
ASC Topic 
805, Business Combinations. The acquisition method of accounting requires the Company to record the net assets and 
TT
liabilities acquired based on their estimated fair values as of the acquisition date, with any excess of the consideration transferred 
over the estimated fair value of the net assets acquired, including identifiable intangible assets, to be recorded to goodwill. Under 
the acquisition method, the operating results of acquired companies are included in the Company's consolidated financial statements
beginning on the date of acquisition.

The Company recognized $107.2 million, $158.5 million and $42.6 million of acquisition and integration charges in 2018, 2017
and 2016, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from our acquisitions
and include, among other items, professional fees, severance, stock-based compensation charges and accruals for exit costs for 
certain acquisition-related office 
space in Arlington, VirVV ginia that the Company does not intend to occupy. During 2018, exit costs
represented the single largest component of our acquisition and integration charges.

ff

66

The table below presents a summary of the activity related to our accrual for exit costs at all of our facilities for the years ended 
December 31, 2018 and 2017 (in thousands). There was no such activity in 2016.

Liability balance at beginning of the period
Charges and adjustments, net (1)

Payments, net of $2,515 in sublease rent during 2018

Liability balance at end of the period (2)

2018

2017

$

$

12,961
69,790
(26,087)
56,664

$

$

—
13,087
(126)
12,961

(1) During 2018, the Company recognized $7.5 million of expense for changes in the original estimates of its exit cost obligations.

The corresponding amount for 2017 was a benefit of $10.1 million.

(2) In total, we estimate that the Company will make net cash payments of approximately $90.6 million for exit costs in connection
with the activities described herein. Through December 31, 2018, in the aggregate, we have expensed $82.9 million and had 
net cash outlays of $26.2 million related to such activities.

Acquisitions 

The Company did not have any business acquisitions in 2018.

2017

CEB

On April 5, 2017, the Company acquired 100% of the outstanding capital stock of CEB for an aggregate purchase price of $3.5
billion. The consideration transferred by Gartner included approximately $2.7 billion in cash and $818.7 million in fair value of 
Gartner  common  shares. CEB was a  publicly-held  company  headquartered  in Arlington,  VirVV ginia  with approximately  4,900
employees. CEB's primary business was to serve as a leading provider of subscription-based, best practice research and analysis
focusing on human resources, sales, finance, IT, and legal. CEB served executives and professionals at corporate and middle 
market institutions in over 70 countries. 

L2

On March 9, 2017, the Company acquired 100% of the outstanding capital stock of L2, a privately-held firm based in New York YY
City with 150 employees, for an aggregate purchase price of $134.2 million. L2 is a subscription-based research business that 
benchmarks the digital performance of brands. 

TT
Total 

consideration transferred 

rr

The following table summarizes the aggregate consideration paid for these acquisitions during 2017 (in thousands):

g

(( )(
(1):

Aggrgg egate consideration 
Cash paid at close (2), (3)
Additional cash paid (2)
Fair value of Gartner equity (4)

TotalTT

CEB
$ 2,687,704
12,465
818,660
$ 3,518,829

$

$

L2
134,199
—
—
134,199

TotalTT
$ 2,821,903
12,465
818,660
$ 3,653,028

(1) Includes the total consideration transferred for 100% of the outstanding capital stock of the acquired businesses.
(2) The cash paid at close represents the gross contractual amount paid. The Company paid the additional $12.5 million in cash
in third quarter 2017. Net of cash acquired and for cash flow reporting purposes, the Company paid a total of approximately 
$2.64 billion in cash for acquisitions in 2017. 

(3) The Company borrowed a total of approximately $2.8 billion in conjunction with the CEB acquisition (see Note 5 — Debt 

for additional information). 

(4) Consists of the fair value of (i) Gartner common stock issued (see Note 7 — Stockholders' Equity for additional information) 

and (ii) stock-based compensation replacement awards.

67

Allocation of Purchase

rr

Price 

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed 
for the acquisitions of L2 and CEB (in thousands):

Assets:
Cash
Fees receivable
Prepaid expenses and other current assets
Property, equipment and leasehold improvements
Goodwill (1)  
Finite-lived intangible assets (2)
Other assets

Total assets

Liabilities:

Accounts payable and accrued liabilities
Deferred revenues (current)
Other liabilities

TT
Total liabilities
Net assets acquired

CEB (3)( )( )

L2 (4)( )( )

TotalTT

$

194,706
175,440
53,610
51,399
2,349,589
1,584,300
66,818
4,475,862

142,134
246,472
568,427
957,033
,
$ 3,518,829

,

$

$

4,852
8,277
1,167
663
108,202
15,890
13,067
152,118

3,050
13,200
1,669
17,919
,
134,199

$

199,558
183,717
54,777
52,062
2,457,791
1,600,190
79,885
4,627,980

145,184
259,672
570,096
974,952
,
$ 3,653,028

,

(1) The Company believes the goodwill resulting from the acquisitions is supportable based on anticipated synergies. For CEB,
among the factors contributing to the anticipated synergies are a broader market presence, expanded product offerings 
and 
market opportunities, and an acceleration of CEB's growth by leveraging Gartner's global infrastructure and best practices in 
sales productivity and other areas. None of the recorded goodwill is expected to be deductible for tax purposes.

ff

(2) All of the acquired intangible assets are finite-lived. The determination of the fair value of the finite-lived intangible assets
required management judgment and the consideration of a number of factors. In determining the fair values, management 
primarily relied on income valuation methodologies, in particular discounted cash flow models. The use of discounted cash
flow models required the use of estimates, significant among them projected cash flows related to the particular asset; the 
useful lives of the particular assets; the selection of royalty and discount rates used in the models; and certain published 
industry benchmark data. In establishing the estimated useful lives of the finite-lived intangible assets, the Company relied 
on both internally-generated data for similar assets as well as certain published industry benchmark data. WeWW believe the 
values we have assigned to the finite-lived intangible assets are both reasonable and supportable. 

(3) The Company's financial statements include the operating results of CEB beginning on April 5, 2017, the date of acquisition.
CEB's operating results and the related goodwill are being reported as part of the Company's Research, Conferences and Other 
segments. Had the Company acquired CEB in prior periods, the impact to the Company's operating results would have been 
material, and as a result the following pro forma consolidated financial information is presented as if CEB had been acquired 
by the Company on January 1, 2016 (in thousands, except per share amounts): 

Pro forma total revenue

Pro forma net income (loss)

Pro forma basic and diluted income (loss) per share

Twelve Months Ended
December 31,

2017

2016

$ 3,726,470

150,167

1.66

$

$

$

3,183,070
(241,423)
(2.68)

The pro forma results have been prepared in accordance with U.S. GAAP and include the following pro forma adjustments:
(a) An increase in interest expense and amortization of debt issuance costs related to the financing of the CEB acquisition.

Note 5 — Debt provides further information regarding the Company's borrowings related to the CEB acquisition.

(b) A change in revenue as a result of the required fair value adjustment to deferred revenue. 
(c) An adjustment for additional depreciation and amortization expense as a result of the purchase price allocation for finite-

lived intangible assets and property, yy equipment, and leasehold improvements.

(4) The Company's financial statements include the operating results of L2 beginning on March 9, 2017, the acquisition date. 
L2's operating results were not material to the Company's consolidated operating and segment results for 2017. Had the 
Company acquired L2 in prior periods, the impact to the Company's operating results would not have been material, and as

68

a result pro forma financial information for L2 for prior periods has not been presented. L2's operating results and the related 
goodwill are being reported as part of the Company's Research segment.

2016

On November 9, 2016, the Company acquired 100% of the outstanding capital stock of Machina Research Limited ("Machina"), 
a privately-held firm based in London with 16 employees. The Company paid approximately $4.5 million in cash at close. Machina
provides clients with subscription-based research that provides strategic insight and market intelligence in areas such as IOT
("internet of things").

WW

On June 28, 2016, the Company acquired 100% of the outstanding capital stock of Newco 5CL Limited (which operates under 
the trade name "SCM World"), 
a privately-held firm based in London with 60 employees, for $34.2 million in cash paid at close.
SCM World WW
is a  leading  cross-industry  peer  network  and  learning  community providing  subscription-based  research  and 
conferences for supply chain executives. Net of cash acquired with the business and for cash flow reporting purposes, the Company 
paid approximately $27.9 million in cash for SCM World. WW
The acquisition of SCM World WW also included an earn-out provision.
The fair value of the earn-out was recorded on the acquisition date as part of the cost of the acquisition and was subsequently
adjusted with a charge against earnings.

The Company recorded $32.4 million of goodwill and $5.9 million of amortizable intangible assets for these two acquisitions and 
an immaterial amount of other assets on a net basis. The operating results and the related goodwill are reported as part of the 
Company's Research and Conferences segments. The Company also recorded an additional $1.9 million of additional goodwill 
in 2016 related to a prior year acquisition.

Divestitures 

During 2018, the Company completed the divestiture of all three of the non-core businesses comprising its Other segment, all of 
which were acquired in the CEB acquisition in April 2017. These three businesses contributed approximately $97.3 million of 
revenue and $60.5 million of gross contribution in 2018. The Company used the cash proceeds from these divestitures to pay
down outstanding debt.

Additional information regarding the Other segment divestitures is provided below:

CEB Challenger training business

On August 31, 2018, the Company sold its CEB Challenger training business for $119.1 million and realized approximately $116.0 
million in cash, which is net of working capital adjustments and certain closing costs. The Company recorded a pretax gain on 
the sale of approximately $8.3 million.

rr
CEB Workfor
ce 
WW

Survey and Analytics business

Survey  and  Analytics business for $28.0 million and  realized 
On  May  1,  2018, the Company  sold  its CEB Workforce
approximately $26.4 million in cash, which is net of certain closing expenses. The Company recorded a pretax gain on the sale 
of approximately $8.8 million.

WW

TT
CEB Talent 

Assessment business

On April 3, 2018, the Company sold its CEB Talent 
Assessment business for $403.0 million and realized approximately $375.8
million in cash from the sale, which is net of cash transferred with the business and certain closing expenses. The Company 
recorded a pretax gain of approximately $15.5 million on the sale.

TT

Other asset sales

During 2018, the Company also received $8.6 million in cash proceeds as well as other consideration and recorded a net pretax 
gain of approximately $12.8 million from the sale of certain non-core assets acquired in the CEB transaction. This includes the 
October 31, 2018 sale of a small Research segment product called Metrics That Matter.

69

3 — OTHER ASSETS

Other assets consist of the following (in thousands):

Benefit plan-related assets

Non-current deferred tax assets
Other

TT
Total other assets

4 — ACCOUNTS PAPP YAA ABLE,

YY

ACCRUED, AND OTHER LIABILITIES

Accounts payable and accrued liabilities consist of the following (in thousands):

December 31,

2018

2017

$

$

75,653

$

34,494
46,222

97,525

31,067
65,150

156,369

$

193,742

December 31,

2018

2017

Accounts payable

Payroll and employee benefits payable

Severance and retention bonus payable

Bonus payable

Commissions payable

Taxes payable

Other accrued liabilities

$

37,508

$

143,803

28,292

170,719

126,844

19,725

183,222

TT
Total accounts payable and accrued liabilities

$

710,113

$

Other liabilities consist of the following (in thousands):

49,000

120,278

44,685

162,710

108,969

46,758

134,421

666,821

Non-current deferred revenue

Long-term taxes payable

Benefit plan-related liabilities

Lease-related matters

Non-current deferred tax liabilities

Other
TT
Total other liabilities

5 — DEBT

December 31,

2018

2017

$

21,194

$

66,304

96,033

165,374

214,687

50,081
613,673

$

$

16,205

66,386

118,868

115,840

206,338

54,362
577,999

2016 Credit 

rr

Agreement

rr

The Company entered into a term loan and revolving credit facility on June 17, 2016 (the "2016 Credit Agreement"). As discussed 
below, ww the 2016 Credit Agreement was amended three times during 2017 in conjunction with the acquisition of CEB. The 2016
Credit Agreement, as amended, provided for a $1.5 billion Term 
loan B facility and a $1.2 
billion revolving credit facility. The 2016 Credit Agreement contains certain customary restrictive loan covenants, including, 
among others, financial covenants that apply a maximum leverage ratio and a minimum interest expense coverage ratio, and 
covenants limiting Gartner’s ability to incur indebtedness, grant liens, make acquisitions, merge, dispose of assets, pay dividends,
repurchase stock, make investments and enter into certain transactions with affiliates. 
The Company was in full compliance with 
the covenants as of December 31, 2018.

loan A facility, yy a $500.0 million Term 

TT

TT

ff

In 2017 the Company borrowed a total of approximately $2.8 billion for the CEB acquisition. The Company borrowed $1.675
loan A facility,yy $500.0 million
billion under the 2016 Credit Agreement, which consisted of $900.0 million under an increased Term 

TT

70

TT

under a new Term 
loan B facility and $275.0 million on an existing revolving credit facility. The $1.675 billion drawn under the 
2016 Credit Agreement, along with the funds raised through the issuance of $800.0 million Senior Notes and a $300.0 million
364-day Bridge Credit Facility,yy were used to fund the CEB acquisition and related costs. The funds borrowed under the 364-day
Bridge Credit Facility were completely repaid during 2017 and the borrowings under the Term 
loan B facility were completely 
repaid during 2018. 

TT

On January 20, 2017, the Company entered into a first amendment to the 2016 Credit Agreement, which was entered into to permit 
the acquisition of CEB and the incurrence of additional debt to finance, in part, the acquisition and repay certain debt of CEB,
and to modify certain covenants. On March 20, 2017, the Company entered into a second amendment to the 2016 Credit Agreement. 
The second amendment was also entered into in connection with the acquisition of CEB and was executed primarily to extend the 
loan A facility and the revolving credit facility through March 20, 2022 and to revise the interest rate 
maturity date of the Term 
and amortization schedule. On April 5, 2017, in conjunction with the closing of the CEB acquisition, the Company entered into 
a third amendment to the 2016 Credit Agreement, which increased the aggregate principal amount of the existing Term 
loan A
facility by $900.0 million and added the Term 

loan B facility in an aggregate principal amount of $500.0 million.

TT

TT

TT

loan A facility is being repaid in 16 consecutive quarterly installments that commenced on June 30, 2017, plus a final 
TT
The Term 
payment to be made on March 20, 2022. The additional amount drawn under the Term 
loan A facility during 2017 has the same
maturity date and  is subject  to the  same interest,  repayment  terms,  amortization  schedules, representations and  warranties, 
affirmative
and negative covenants and events of default as the amounts outstanding under such facility prior to entry by the 
ff
Company into the third amendment. The revolving credit facility may be borrowed, repaid, and re-borrowed through March 20,
2022, at which time all amounts must be repaid. Amounts borrowed under the Term 
loan A facility and the revolving credit facility 
bear interest at a rate equal to, at the Company's option, either:

TT

TT

Federal Reserve Bank for 
(i) the greatest of: (x) the Administrative Agent’s prime rate; (y) the rate calculated by the New York YY
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  1.50%,  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 2.50%, depending on Gartner’s
leverage ratio as of the end of the four consecutive fiscal quarters most recently ended.

loan B facility 
During 2018 the Company repaid the entire $496.3 million outstanding under the Term 
was scheduled to mature on April 5, 2024 and the amounts outstanding thereunder bore interest at a rate per annum equal to, at 
the option of Gartner, (i) adjusted LIBOR plus 2.00% or (ii) an alternate base rate plus 1.00%.

loan B facility. The Term 

TT

TT

364-day Bridge Credit 

rr

Facility 

On April 5, 2017, the Company entered into a senior unsecured 364-day Bridge Credit Facility in an aggregate principal amount 
of $300.0 million, which was immediately drawn down to fund a portion of the purchase price associated with the CEB acquisition.
The Company repaid the entire $300.0 million of the 364-day Bridge Credit Facility during 2017.

Senior Notes

On March 30, 2017, the Company issued $800.0 million aggregate principal amount of 5.125% Senior Notes due 2025 (the “Senior 
Notes”). The proceeds of the Senior Notes were used to fund a portion of the purchase price associated with the CEB acquisition.

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. Prior to April 1, 2020, the Company may 
redeem up to 40% of the aggregate principal amount of the Senior Notes with the proceeds of certain equity offerings 
at a redemption 
price of 105.125% plus accrued and unpaid interest to, but not including, the redemption date. In addition, the Company may 
redeem some or all of the Senior Notes prior to April 1, 2020 at a redemption price of 100% of the principal amount of the Senior 
Notes plus accrued and unpaid interest to, but not including, the redemption date, plus a “make-whole” premium. If the Company 
experiences certain kinds of changes of control, it will be required to offer 
to purchase the Senior Notes at a price equal to 101%
of the principal amount thereof plus accrued and unpaid interest.

ff

ff

The Senior Notes are the Company’s general unsecured senior obligations, and are effectively 
subordinated to all of the Company’s
existing and  future  secured  indebtedness to the  extent  of  the value  of  the collateral  securing such indebtedness, structurally 
71

ff

subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries, equal in 
right of payment to all of the Company’s and Company’s guarantor subsidiaries’ existing and future senior indebtedness and senior 
in right of payment to all of the Company’s future subordinated indebtedness, if any.

Outstanding Borrowings

rr

The following table summarizes the Company’s total outstanding borrowings (in thousands):

Description:

2016 Credit Agreement - Term loan A facility (1)

A

2016 Credit Agreement - Term loan B facility (2)

2016 Credit Agreement - Revolving credit facility (1), (3)

Senior notes (4)

Other (5)

Principal amount outstanding (6), (7)

 Less: deferred financing fees (8)

Net balance sheet carrying amount

December 31,

2018

2017

$

1,355,062

$

1,429,312

—

155,000

800,000

2,030

2,312,092
(30,405)
2,281,687

$

$

496,250

595,000

800,000

2,500

3,323,062
(44,217)
3,278,845

(1) The contractual annualized interest rate as of December 31, 2018 on the Term 

loan A facility and the revolving credit facility 
was 4.02%, which consisted of a floating eurodollar base rate of 2.52% plus a margin of 1.50%. However, the Company has
convert the floating eurodollar base rates on amounts outstanding to a fixed base
interest rate swap contracts that effectively 
rate.
(2) The Term 
(3) The Company had $1.0 billion of available borrowing capacity on the revolver (not including the expansion feature) as of 

loan B facility was completely repaid in 2018.

TT

TT

ff

December 31, 2018.

(4) Consists of $800.0 million principal amount of Senior Notes outstanding. The Senior Notes pay a fixed rate of 5.125% and 

mature on April 1, 2025.

(5) Consists of a State of Connecticut economic development loan with a 3.00% fixed rate of interest. The loan was originated 

in 2012 and has a 10 year maturity. The loan may be repaid at any time by the Company without penalty. 

(6) The weighted average annual effective 

ff

rate on the Company's total debt outstanding for 2018, including the effects 

ff

of its

interest rate swaps discussed below, ww was 4.17%.

(7) The contractual due dates of principal amounts by year on the debt outstanding as of December 31, 2018 were as follows:

$102.6 million in 2019; $139.7 million in 2020; $37.6 million in 2021; $1.23 billion in 2022; and $800.0 million in 2025.
(8) Deferred financing fees are being amortized to Interest expense over the term of the related debt obligation. The Company 
wrote off ff approximately $6.9 million of deferred financing fees in 2018 related to the repayment of the Term 
loan B facility.
During 2017, the Company paid $51.2 million in additional deferred financing fees and recorded a charge of approximately 
$6.1 million for the write-off ff of deferred financing fees related to the prior financing arrangement.

TT

rr
Interest 

Rate Swaps

The Company has five active fixed-for-floating interest rate swap contracts with a total notional value of $1.4 billion that mature 
through 2022. The Company designates the swaps as accounting hedges of the forecasted interest payments on $1.4 billion of the 
Company’s variable-rate borrowings. The Company pays base fixed rates on these swaps ranging from 1.53% to 2.13% and in 
return receives a floating eurodollar base rate on 30-day notional borrowings. The Company has also entered into two additional
forward-starting, fixed-for-floating interest rate swap contracts with a combined notional value of $700.0 million that will hedge 
a portion of the Company's variable-rate borrowings upon the maturity of three of the currently active swap contracts in late 2019. 

The Company accounts for the interest rate swap contracts as cash flow hedges in accordance with FASBFF
815. Since 
the  swaps hedge  forecasted  interest  payments, changes in  the fair  value  of  the  swaps are  recorded  in  accumulated  other 
hedges of the designated 
comprehensive income (loss), a component of equity,yy as long as the swaps continue to be highly effective 
portion of a change in the fair value of the hedges is recorded in earnings. All of the Company's
interest rate risk. Any ineffective 
swaps were considered highly effective 
hedges of the forecasted interest payments as of both December 31, 2018 and 2017. The 
ff
interest rate swaps had a net negative fair value (liability) of $10.7 million as of December 31, 2018 and a net positive fair value 
(asset) of $3.4 million as of December 31, 2017. Such amounts were deferred and recorded in Accumulated other comprehensive 
(loss) income, net of tax effect.

TT
ASC Topic 

ff

ff

ff

72

6 — COMMITMENTS AND CONTINGENCIES

equipment, furniture, and other 
Contractual Lease Commitments. The Company leases various facilities, computer and office 
assets under non-cancelable operating lease agreements expiring between 2019 and 2038. Future minimum annual cash payments
under those operating lease agreements as of December 31, 2018 were as follows (in thousands):

ff

r
YearYY  ended December
 31,

r

2019

2020

2021

2022

2023

Thereafter

TT
Total minimum lease payments (1)

(1) Excludes approximately $372.0 million of sublease income.

$

130,991

121,802

118,945

111,117

106,113

689,360

$

1,278,328

Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. We WW believe
that the potential liability, yy if any, yy 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.

ff

Indemnifications. The Company has various agreements that may obligate us to indemnify the other party with respect to certain 
matters. Generally, yy these indemnification clauses are included in contracts arising in the normal course of business under which
we customarily agree to hold the other party harmless against losses arising from a breach of representations related to such matters 
as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount 
of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the 
unique facts of each particular agreement. Historically,yy payments made by us under these agreements have not been material. As
of December 31, 2018, the Company did not have any material payment obligations under any such indemnification agreements.

73

7 — STOCKHOLDERS’ EQUITY

Common stock. Holders of Gartner’s Common Stock, par value $.0005 per share (“Common Stock”) are entitled to one vote per 
share on all matters to be voted by stockholders. The Company does not currently pay cash dividends on its Common Stock. Also,
our 2016 Credit Agreement contains a negative covenant that may limit our ability to pay dividends. The following table summarizes
transactions relating to our Common Stock for the three years ended December 31, 2018: 

Balance at December 31, 2015

Issuances under stock plans

Purchases for treasury (1)

Balance at December 31, 2016

Issued in connection with the acquisition of CEB

Issuances under stock plans

Purchases for treasury (1)

Balance at December 31, 2017

Issuances under stock plans

Purchases for treasury (1), (2)

Balance at December 31, 2018

Issued
Shares

156,234,415

—

—

TrTT easury
Stock
Shares

73,896,245
(923,696)
610,623

156,234,415

73,583,172

7,367,652

—

—

163,602,067

—

—

—
(1,186,150)
382,183

72,779,205
(933,246)
2,054,018

163,602,067

73,899,977

(1) The Company used a total of $260.8 million, $41.3 million and $59.0 million in cash for share repurchases in 2018, 2017 and 

2016, respectively.

(2) The number of shares repurchased in 2018 includes shares repurchased in December 2018 that settled in January 2019.

Share rr Issuance Related to the Acquisition of CEB. On April 5, 2017, the Company issued 7.4 million of its common shares at a 
fair value of $109.65 per common share as part of the consideration for the CEB acquisition. Note 2 — Acquisitions and Divestitures
provides additional information regarding the CEB acquisition. The fair value of the Company's common stock was determined 
based on an average of the high and low prices of the common stock as reported by the New York YY
Stock Exchange on April 5, 
2017, the date of the acquisition.

authorization. The Company has a $1.2 billion board authorization adopted in May 2015 to repurchase the 
rr
Share rr repur
chase
rr
Company's common stock, of which $0.9 billion remained available as of December 31, 2018. 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 from cash on hand and borrowings under our 2016 Credit Agreement.

74

Accumulated Other Comprehensive
Income (Loss), Net. The following tables disclose information about changes in Accumulated 
Other Comprehensive Income (Loss) ("AOCI/L") by component and the related amounts reclassified out of AOCI/L to income 
during the years indicated (net of tax, in thousands) (1):

rr

2018

Balance - December 31, 2017

Adoption of ASU No. 2018-02 (2)

Other comprehensive income (loss) activity during the period:

Interest
Rate
Swaps

Defined
Benefit
Pension
Plans

Foreign
Currency
Translation
Adjustments

TotalTT

$

2,483

$

591

(5,861) $
—

4,886

$

1,508

—

591

  Change in AOCI/L before reclassifications to income

L

  Reclassifications from AOCI/L to income (3), (4), (5)

L

Other comprehensive income (loss) for the period

Balance - December 31, 2018

(9,447)
(1,397)
(10,844)
(7,770) $

$

—

123

123
(5,738) $

19,619
29,066
(61,585)
(60,311)
(31,245)
(41,966)
(26,359) $ (39,867)

2017

Interest
Rate Swaps

Defined
Benefit
Pension
Plans

Foreign
Currency
Translation
Adjustments

TotalTT

Balance - December 31, 2016

$

(1,409) $

(5,797) $

(42,477) $ (49,683)

Other comprehensive income (loss) activity during the period:

   Change in AOCI/L before reclassifications to income

L

   Reclassifications from AOCI/L to income (3), (4)

L

Other comprehensive income (loss) for the period

(1,492)
5,384

3,892

Balance - December 31, 2017

$

2,483

$

—
(64)
(64)
(5,861) $

47,363

—

47,363

45,871

5,320

51,191

4,886

$

1,508

(1) Amounts in parentheses represent debits (deferred losses).
(2) See Note 1 - Business and Significant Accounting Policies for additional information regarding the Company's adoption of 

ASU No. 2018-02.

(3) The reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net of tax effect. 

ff

See 

Note 11 – Derivatives and Hedging for information regarding the hedges.

(4) The reclassifications related to defined benefit pension plans were primarily recorded in Selling, general and administrative 
See Note 13 – Employee Benefits for information regarding the Company’s defined benefit pension

expense, net of tax effect. 
plans.

ff

(5) The reclassification related to foreign currency translation adjustments in 2018 was recorded in Gain from divested operations. 

See Note 2 – Acquisitions and Divestitures for information regarding our divestitures in 2018.

8 — STOCK-BASED COMPENSATION

AA

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 December 31, 2018, the Company had 4.9 million shares of its common 
stock, par value $.0005 per share, (the "Common Stock") available for stock-based compensation awards under its 2014 Long-
TermTT

Incentive Plan.

505 and 718 and SEC Staff ff
The Company accounts for stock-based compensation awards in accordance with FASBFF
Accounting Bulletins No. 107 and No. 110. Stock-based compensation expense for equity awards is based on the fair value of the 
award on the date of grant. The Company recognizes stock-based compensation expense over the period that the related service 
is performed, which is generally the same as the vesting period of the underlying award. Currently,yy the Company issues treasury 
shares upon the exercise, release or settlement of stock-based compensation awards.

TT
ASC Topics

75

Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the use
of certain subjective assumptions, including the expected life of a stock-based compensation award and Common Stock price 
volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to estimate
the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of stock-
based  compensation awards and the  related periodic expense represent management’s best estimates, which  involve inherent 
uncertainties and the application of judgment. As a result, if circumstances change and the Company deems it necessary in the 
assumptions, or if the quantity and nature of the Company’s stock-
future to modify the assumptions it made or to use different 
based compensation awards changes, then the amount of expense may need to be adjusted and future stock-based compensation
from what has been recorded in the current period.
expense could be materially different 

ff

ff

Stock-Based Compensation Expense

The Company recognized the following stock-based compensation expense by award type and expense category line item during
the years ended December 31 (in millions):

AA
Award type

Stock appreciation rights

Restricted stock units

Common stock equivalents
TT
Total (1)

Expense category line item

Cost of services and product development

Selling, general and administrative

Acquisition and integration charges (2)

TT
Total (1)

2018

2017

2016

6.3

$

5.6

$

2018

59.2

0.7
66.2

28.1

36.2

1.9

$

$

66.2

$

2017

72.6

0.7
78.9

25.8

35.5

17.6

78.9

$

$

$

2016

5.6

40.4

0.7
46.7

21.9

24.8

—

46.7

$

$

$

$

(1) Includes charges of $19.4 million, $22.9 million and $19.4 million during 2018, 2017 and 2016, respectively,yy for awards to 

retirement-eligible employees. Those awards vest on an accelerated basis.

(2) These charges are the result of (i) the acceleration of the vesting of certain restricted stock units related to the CEB acquisition

and (ii) restricted stock units granted in connection with the CEB integration process.

As of December 31, 2018, the Company had $79.1 million of total unrecognized stock-based compensation cost, which is expected 
to be expensed over the remaining weighted average service period of approximately 2.3 years. 

Stock-Based Compensation Awards

AA

The disclosures presented below provide information regarding the Company’s stock-based compensation awards, all of which
have been classified as equity awards in accordance with FASBFF

ASC Topic 505.

TT

Stock Appreciation Rights

rr

Stock-settled stock appreciation rights ("SARs") permit the holder to participate in the appreciation of the value of the Common 
Stock. After the applicable vesting criteria have been satisfied, SARs are settled in shares of Common Stock upon exercise by the 
employee. SARs vest ratably over a four-year service period and expire seven years from the date of grant. The fair value of a 
SARs award is recognized as compensation expense on a straight-line basis over four years. SARs have only been awarded to the 
Company’s executive officers.

ff

When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1) the total proceeds from the 
Stock Exchange 
exercise of the SARs award (calculated as the closing price of the Common Stock as reported on the New York YY
on the date of exercise less the exercise price of the SARs award, multiplied by the number of SARs exercised) is divided by (2)
the closing price of the Common Stock on the date of exercise. The Company withholds a portion of the shares of the Common 
Stock issued upon exercise to satisfy statutory tax withholding requirements. SARs recipients do not have any stockholder rights 
until the shares of Common Stock are issued in respect of the award, which is subject to the prior satisfaction of the vesting and 
other criteria relating to such grants.

76

The following table summarizes changes in SARs outstanding during the year ended December 31, 2018: 

Stock 
Appreciation 
Rights
("SARs") 
(in millions)

Per Shar
e
r
Weighted 
WW
Average
AA
Exercise Price

Per Shar
e
r
Weighted 
WW
Average
AA
Grant Date
Fair ValueVV

Weighted 
WW
Average
AA
Remaining
Contractual
YY
ears)
TT
Term (Y

Outstanding at December 31, 2017

1.2

$

76.73

$

Granted

Exercised

Outstanding at December 31, 2018 (1) (2)

VV
Vested and exercisable at December 31, 2018 (2)

0.3
(0.3)
1.2

0.5

$

$

114.26

60.67

89.45

75.73

$

$

17.35

25.63

15.10

19.88

17.02

4.28

6.11

n/a

4.33

3.24

n/a = not applicable
(1) As of December 31, 2018, 0.7 million of the total SARs outstanding were unvested. The Company expects that substantially

all of those unvested awards will vest in future periods. 

(2) As of December 31, 2018, the total SARs outstanding had an intrinsic value of $46.0 million. On such date, SARs vested and 

exercisable had an intrinsic value of $26.9 million.

The fair value of a SARs award is determined on the date of grant using the Black-Scholes-Merton valuation model with the 
following weighted average assumptions for the years ended December 31: 

Expected dividend yield (1)

Expected stock price volatility (2)

Risk-free interest rate (3)

Expected life in years (4)

2018

2017

2016

—%

21%

2.5%

4.52

—%

22%

1.8%

4.53

—%

22%

1.1%

4.39

(1) The expected  dividend  yield  assumption was based  on both  the Company's  historical and  anticipated  dividend  payouts.

Historically, yy the Company has not paid cash dividends on its Common Stock.

(2) The determination of expected stock price volatility was based on both historical Common Stock prices and implied volatility 

from publicly traded options in the Common Stock.

(3) The risk-free interest rate was based on the yield of a U.S. Treasury 

T

security with a maturity similar to the expected life of 

the award. 

(4) The expected life represents the Company’s estimate of the weighted average period of time the SARs are expected to be

outstanding (that is, the period between the service inception date and the expected exercise date). 

Restricted Stock Units

Restricted stock units ("RSUs") give the awardee the right to receive shares of Common Stock when the vesting conditions are 
met and certain restrictions lapse. Each RSU that vests entitles the awardee to one share of Common Stock. RSU awardees do not 
have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until
the shares are released. The fair value of a RSU award is determined on the date of grant based on the closing price of the Common 
Stock as reported on the New York YY Stock Exchange on that date. Service-based RSUs vest ratably over four years and are expensed 
on a straight-line basis over the vesting period. Performance-based RSUs are subject to the satisfaction of both performance and 
service conditions, vest ratably over four years and are expensed on an accelerated basis over the vesting period.

77

The following table summarizes the changes in RSUs outstanding during the year ended December 31, 2018: 

Outstanding at December 31, 2017

Granted (1)

VV
Vested and released

Forfeited

Outstanding at December 31, 2018 (2) (3)

Restricted
Stock Units
("RSUs")
(in millions)

Per Shar
e
r
WW
Weighted
Average
AA
Grant Date
Fair ValueVV

1.5

$

0.7
(0.7)
(0.1)
1.4

$

91.47

112.96

88.69

104.95

101.75

(1) The 0.7 million of RSUs granted during 2018 consisted of 0.3 million of performance-based RSUs awarded to executives
and  0.4  million of  service-based  RSUs awarded  to  non-executive employees and  non-management  board  members. The 
performance-based awards include RSUs in final settlement of 2017 grants and approximately 0.2 million of RSUs representing 
the target amount of the grant for 2018 that is tied to an increase in Gartner’s total contract value for such year. The number 
of performance-based RSUs for 2018 that could have been earned ranged from 0% to 200% of the target amount. The actual 
increase in Gartner’s total contract value for 2018 as measured on December 31, 2018 yielded approximately 144% of the 
target amount. The incremental awards based on the actual achievement under the 2018 grant will be issued in 2019.

(2) The Company expects that substantially all of the RSUs outstanding will vest in future periods.
(3) As of December 31, 2018, the weighted average remaining contractual term of the RSUs outstanding was approximately 1.1

years. 

Common Stock Equivalents

Common stock equivalents ("CSEs") are convertible into Common Stock. Each CSE entitles the holder to one share of Common 
Stock. Members of our Board of Directors receive their directors’ fees in CSEs unless they opt to receive up to 50% of those fees 
in cash. Generally, yy CSEs have no defined term and are converted into shares of Common Stock when service as a director terminates 
unless the director has elected an accelerated release. The fair value of a CSE award is determined on the date of grant based on 
the closing price of the Common Stock as reported on the New York YY
Stock Exchange on that date. CSEs vest immediately and,
as a result, they are recorded as expense on the date of grant. 

The following table summarizes the changes in CSEs outstanding during the year ended December 31, 2018: 

Outstanding at December 31, 2017
Granted

Converted to shares of Common Stock upon grant

Outstanding at December 31, 2018

Employee Stock Purchase

rr

Plan

Common Stock
Equivalents
("CSEs")

110,013
5,550
(5,783)
109,780

$

$

r

e
Per Shar
AA
Average

WW
Weighted 

Grant Date
Fair ValueVV

23.19
131.49

93.45

24.96

The Company has an employee stock purchase plan (the “ESP Plan”) wherein eligible employees are permitted to purchase shares
of Common Stock through payroll deductions, which may not exceed 10% of an employee’s compensation, or $23,750 in any 
calendar year, at a price equal to 95% of the closing price of the Common Stock as reported on the New York YY
Stock Exchange at 
period. As of December 31, 2018, the Company had 0.7 million shares available for purchase under the 
the end of each offering 
ESP Plan. The ESP Plan is considered non-compensatory under FASBFF
718 and, as a result, the Company does not 
record stock-based compensation expense for employee share purchases. The Company received $14.7 million, $11.7 million and 
$9.3 million in cash from employee share purchases under the ESP Plan during 2018, 2017 and 2016, respectively.

TT
ASC Topic 

ff

78

9 — COMPUTATT TION

AA

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 for the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. When the 
impact of common share equivalents is anti-dilutive, they are excluded from the calculation. 

The following table sets forth the calculation of basic and diluted earnings per share for the three years ended December 31 (in 
thousands, except per share data): 

Numerator:

Net income used for calculating basic and diluted earnings per common share
Denominator: (1)

Weighted average common shares used in the calculation of basic earnings per
share

Common share equivalents associated with stock-based compensation plans

Shares used in the calculation of diluted earnings per share
Earnings per shar

e: (2)

r

Basic

Diluted

2018

2017

2016

$

122,456

$

3,279

$

193,582

90,827

1,295

92,122

88,466

1,324

89,790

82,571

1,249

83,820

$

$

1.35

1.33

$

$

0.04

0.04

$

$

2.34

2.31

(1) The Company repurchased 2.1 million, 0.4 million and 0.6 million shares of its Common Stock in 2018, 2017 and 2016, 

respectively.

(2) Both basic and diluted earnings per share for 2017 include a tax benefit of approximately $0.66 per share related to the U.S. 

Tax TT Cuts and Jobs Act of 2017. Note 10 — Income Taxes

TT

provides information about the Company's income taxes.

The following table presents the number of common share equivalents that were not included in the computation of diluted earnings
per share in the above table because the effect 
would have been anti-dilutive. During periods with net income, these common share 
equivalents were anti-dilutive because their exercise price was greater than the average market value of a share of Common Stock 
during the period.

ff

Anti-dilutive common share equivalents as of December 31 (in millions): (a)

—

0.3

AA
Average market price per share of Common Stock during the year

$

135.60

$

116.09

$

0.2

92.58

2018

2017

2016

(a) Anti-dilutive common shares for 2018 were minimal. 

79

10 — INCOME TAXES

TT

The following is a summary of the components of the Company's income (loss) before income taxes for the years ended December 31
(in thousands):

U.S.

Non-U.S.

Income (loss) before income taxes

2018

$

$

34,159

146,962

181,121

$

$

2017
(135,757) $
7,940
(127,817) $

2016

182,178

106,253

288,431

The expense (benefit) for income taxes on the above income consists of the following components (in thousands):

2018

2017

2016

Current tax expense:

U.S. federal

State and local
Foreign

Total current

Deferred tax (benefit) expense:

U.S. federal

State and local

Foreign

Total deferred

Total current and deferred

Benefit (expense) relating to interest rate swaps used to increase
(decrease) equity

Benefit from stock transactions with employees used to increase equity

Benefit relating to defined-benefit pension adjustments used to increase
equity

$

2,817

$

48,339

$

6,969
45,042

54,828

12,462

1,258
(13,795)
(75)
54,753

3,840

58

14

434
38,602

87,375

(176,046)
(14,363)
(25,898)
(216,307)
(128,932)

(2,477)
46

267
(131,096) $

58,616

11,292
27,536

97,444

(61)
(349)
(1,626)
(2,036)
95,408

(1,113)
52

502

94,849

TT
Total tax expense (benefit)

$

58,665

$

Long-term deferred tax assets and liabilities are comprised of the following (in thousands):

Accrued liabilities

Loss and credit carryforwards

Assets relating to equity compensation

Other assets

Gross deferred tax assets

Property, equipment, and leasehold improvements

Intangible assets

Prepaid expenses

Other liabilities

   Gross deferred tax liabilities

VV
Valuation allowance

Net deferred tax liabilities

80

December 31,

2018

2017

$

96,292

$

14,830

19,653

14,092

144,867
(3,421)
(214,580)
(41,926)
(61,068)
(320,995)
(4,066)
(180,194) $

$

80,557

59,502

24,874

30,236

195,169
(962)
(372,542)
(35,126)
(6,584)
(415,214)
(3,192)
(223,237)

Net deferred tax assets and net deferred tax liabilities were $34.5 million and $214.7 million as of December 31, 2018, respectively, yy
and $30.5 million and $253.7 million as of December 31, 2017, respectively. These amounts are reported in Other assets and Other 
liabilities in the Consolidated Balance Sheets. Management has concluded it is more likely than not that the reversal of deferred 
tax liabilities and results of future operations will generate sufficient 
taxable income to realize the deferred tax assets, net of the 
valuation allowance at December 31, 2018.

ff

The valuation allowances of $4.1 million as of December 31, 2018 and $3.2 million as of December 31, 2017, primarily relate to 
net operating losses which are not likely to be realized.

As of December 31, 2018, the Company had state and local tax net operating loss carryforwards of $35.2 million, of which $0.1
million expires within one to five years and $3.5 million expires within six to fifteen years and $31.6 million expires within sixteen
to twenty years. The Company also had state tax credits of $2.2 million, a majority of which will expire in five to six years. As of 
December 31, 2018, the Company had non-U.S. net operating loss carryforwards of $5.0 million, of which $0.1 million expires
over the next 20 years and $4.9 million can be carried forward indefinitely. These amounts have been reduced for associated 
Tax TT Benefit When
rr
unrecognized tax benefits, consistent with ASU No. 2013-11, "Income Taxes—Pr
esentation
Carryforward rr Exists."
a Net Operating Loss Carryforward, rr a Similar TaxTT Loss, or a Tax TT Credit 

rr
of an Unrecognized 

TT

rr

ff

The differences 
taxes for the years ended December 31 follow:

between the U.S. federal statutory income tax rate and the Company’s effective 

ff

tax rate on income before income 

Statutory tax rate

State income taxes, net of federal benefit

Effect of non-U.S. operations

ff

Change in the reserve for tax contingencies

Law changes

Stock-based compensation expense

Nondeductible acquisition costs

Nondeductible meals and entertainment costs

Gains/Losses on divested operations and held-for-sale assets

Limitation on executive compensation

Foreign-derived intangible income

Change in the valuation allowance

Goodwill

Other items, net

Effective tax rate

ff

2018

2017

2016

21.0%

35.0%

35.0%

—
(10.6)
15.7
(1.3)
(5.3)
0.9

2.7

12.2

2.7
(2.0)
0.5
(3.8)
(0.3)
32.4%

3.6

5.9
(2.8)
41.8

11.0
(7.9)
(3.5)
13.1
(0.1)
—

3.0

—

3.5

102.6%

2.3
(6.1)
3.2

—
(3.8)
2.6

1.1

—

—

—
(0.2)
—
(1.2)
32.9%

The U.S. TaxTT Cuts and Jobs Act (the "Act”) was enacted on December 22, 2017. Among other things, the Act reduces the U.S. 
federal corporation tax rate from 35% to 21%, requires companies to pay a one-time transition tax on accumulated deferred foreign 
income (“ADFI”) of foreign subsidiaries that were previously tax deferred and creates a new tax on global intangible low-taxed 
income (“GILTI”) 
attributable to foreign subsidiaries. As of December 31, 2018, we have completed our accounting for the tax 
ff
effects

of enactment of the Act. 

LL

WeWW remeasured U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which
is generally 21%. We WW reduced our income tax expense by $13.8 and $123.2 million in 2018 and 2017, respectively for this item.

The tax on ADFI is based on our total post-1986 earnings and profits ("E&P") of our foreign subsidiaries that were previously
deferred from U.S. income taxes. We WW increased income tax expense by $8.4 million and $63.6 million in 2018 and 2017, respectively, yy
for this one-time transition tax liability. Significant foreign tax credit and net operating loss carryovers will be utilized to reduce 
the transition tax liability. The Company has elected to pay the remaining cash tax liability of approximately $10.0 million over 
8 years as permitted by the Act.

The Act also created a new tax on GILTI LL attributable to foreign subsidiaries. Companies have the option to account for the GILTI LL
including outside basis differences 
tax as a period cost in the period incurred, or to recognize deferred taxes for temporary differences 

ff

ff

81

expected to reverse as a result of the GILTI LL provisions. The Company has elected to account for the GILTI LL tax as a period cost 
in the period incurred. 

Various 
provisions of the Act are highly complex and remains unclear in certain respects. Additional guidance in the form of 
VV
notices and proposed regulations have been issued, and further guidance is expected to be issued. Changes could be made to the 
proposed regulations, future legislation could be enacted, and more regulations and notices could be issued. We WW will continue to 
monitor and will reflect impacts in future financial statements as appropriate. In addition, many state and local tax jurisdictions
are still determining how they will interpret the Act. Final state and local governments’ legislation or guidance relating to the Act 
may impact our financial results.

TT

In July 2015, the United States Tax Court (the “Court”) issued an opinion relating to the treatment of stock-based compensation
expense in an inter-company cost-sharing arrangement. In its opinion, the Court held that affiliated 
companies may exclude stock-
based compensation expense from their cost-sharing arrangement. The Internal Revenue Service is appealing the decision. Because
of uncertainty related to the final resolution of this litigation and the recognition of potential benefits to the Company, yy the Company 
has not recorded any financial statement benefit related to open statute years associated with this matter. The Company will monitor 
developments related  to  this case and  the  potential impact  of  those developments on  the Company’s consolidated  financial 
statements.

ff

As of December 31, 2018 and 2017, the Company had unrecognized tax benefits of $90.3 million and $60.3 million, respectively. 
The increase is primarily attributable to positions taken with respect to intercompany transactions, taxable E&P,PP and state income 
tax positions. The unrecognized tax benefits as of December 31, 2018 related primarily to the exclusion of stock-based compensation
expense from the Company’s cost sharing agreement, calculation of taxable E&P and related foreign tax credits, the ability to 
realize  certain refund  claims, and  intercompany  transactions. It  is reasonably  possible that  unrecognized  tax benefits  will  be
decreased by $20.0 million within the next 12 months due to anticipated closure of audits, the expiration of certain statutes of 
limitation and closure of tax controversies. 

Included in the balance of unrecognized tax benefits at December 31, 2018 are potential benefits of $86.2 million that if recognized 
tax rate on income from continuing operations. Also included in the balance of unrecognized tax benefits 
would reduce the effective 
as of December 31, 2018 are potential benefits of $4.1 million that, if recognized, would result in adjustments to other tax accounts,
primarily deferred taxes.

ff

The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties,
for the years ended December 31 (in thousands):

Beginning balance

Additions based on tax positions related to the current year

Additions for tax positions of prior years

Reductions for tax positions of prior years
Reductions for expiration of statutes

Settlements

Change in foreign currency exchange rates

Ending balance

2018

2017

$

60,269

$

27,371

14,691
(3,939)
(6,293)
(472)
(1,278)
90,349

$

$

37,099

10,883

24,299
(10,613)
(1,368)
(1,769)
1,738

60,269

The Company accrues interest and penalties related to unrecognized tax benefits in its income tax provision. As of December 31,
2018 and  2017,  the Company had  $6.7  million and  $6.4 million, respectively,yy of  accrued  interest  and  penalties related  to 
unrecognized tax benefits. These amounts are in addition to the unrecognized tax benefits disclosed above. The total amount of 
interest and penalties recognized in the income tax provision for the years ended December 31, 2018 and 2017 was $0.7 million
and $0.9 million, respectively.

The number of years with open statutes of limitation varies depending on the tax jurisdiction. The Company’s statutes are open
with respect to the U.S. federal jurisdiction for 2014 and forward, and India for 2003 and forward. For other major taxing jurisdictions
including U.S. states, the United Kingdom, Canada, Japan, France and Ireland, the Company's statutes vary and are open as far 
back as 2011.

82

Under U.S. GAAP, PP no provision for income taxes that may result from the remittance of earnings held overseas is required if the 
Company has the ability and intent to indefinitely reinvest such funds overseas. The Company continues to assert its intention to 
reinvest all accumulated undistributed foreign earnings in our non-U.S. operations, except in instances in which the repatriation 
of those earnings would result in minimal additional tax.  Consequently, yy the Company has not recognized income tax expense that 
would  result  from  the remittance  of  these earnings. The  accumulated  undistributed  earnings of  non-U.S.  subsidiaries were 
approximately $171.0 million as of December 31, 2018. As a result of the Act, the income tax that would be payable if such
earnings were not indefinitely invested is estimated at this time to be minimal.

11 — DERIVAVV TIVES

AA

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 FASBFF
815, which requires all derivatives, including 
derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.

TT
ASC Topic 

The following tables provide information regarding the Company’s outstanding derivatives contracts as of the dates indicated (in 
thousands, except for number of contracts):

r
December 31, 2018

Derivative Contract TypeTT
Interest rate swaps (1)
Foreign currency forwards (2)
TotalTT

Number ofr
Contracts

7
135
142

Notional
Amounts
$ 2,100,000
927,375
$ 3,027,375

r
December 31, 2017

Derivative Contract TypeTT
Interest rate swaps (1)
Foreign currency forwards (2)
TotalTT

Number ofr
Contracts

5
137
142

Notional
Amounts
$ 1,400,000
686,764
$ 2,086,764

Fair ValueVV
Asset
(Liability), 
Net (3)

(10,681)
(1,942)
(12,623)

Fair ValueVV
Asset
(Liability), 
Net (3)

3,412
448
3,860

$

$

$

$

Balance Sheet
Line Item
Other liabilities
Accrued liabilities

Unrealized
Loss Recorded
in AOCI/L

$

$

(7,770)
—
(7,770)

Balance Sheet
Line Item
Other assets
Other current assets

Unrealized
Gain Recorded 
in AOCI/L

$

$

2,483
—
2,483

(1) The swaps have been designated and are accounted for as cash flow hedges of the forecasted interest payments on borrowings.
Note 5 — Debt 

As a result, changes in the fair value of the swaps are deferred and are recorded in AOCI/L, net of tax effect. 
provides additional information.

ff

(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 
ff
short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign
currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and 
unrealized gains and losses recognized in Other income, net because the Company does not designate these contracts as hedges
for accounting purposes. All of the outstanding foreign currency forward exchange contracts at December 31, 2018 matured 
by the end of January 2019. 

(3) See Note 12 — Fair Value 

VV

Disclosures for the determination of the fair value of these instruments.

At December 31, 2018, 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. 

83

The following table provides information regarding amounts recognized in the Consolidated Statements of Operations for derivative 
contracts for the years ended December 31 (in millions):

Amount recorded in:

Interest (income) expense, net (1)

Other expense (income), net (2)

TT
Total expense, net

2018

2017

2016

$

$

(1.9) $
10.4

8.5

$

7.9
(0.8)
7.1

$

$

7.6

0.3

7.9

(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.  

FF
12 — FAIR 

VV
VALUE DISCLOSURES

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accruals, 
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 Credit Agreement. The Company believes that the carrying amounts of its
variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current 
market rates of interest for similar instruments with comparable maturities.

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

TT
ASC Topic 

FASB 
820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency 
FF
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 recorded goodwill. Information regarding the periodic assessment of the Company’s
goodwill is included in Note 1 — Business and Significant Accounting Policies. The Company does not typically transfer assets
or liabilities between different 

levels of the valuation hierarchy.

ff

84

The following table presents the fair value of certain financial assets and liabilities (in thousands):

Description:

Assets:

VV
Values based on Level 1 inputs:

Deferred compensation plan assets (1)

Total Level 1 inputs

VV
Values based on Level 2 inputs:

Deferred compensation plan assets (1)

Foreign currency forward contracts (2)

Interest rate swap contracts (3)

Total Level 2 inputs

Total Assets

Liabilities:

VV
Values based on Level 2 inputs:

Deferred compensation plan liabilities (1)
Foreign currency forward contracts (2)

Interest rate swap contracts (3)

Senior Notes due 2025 (4)

TT
Total Level 2 inputs

TT
Total Liabilities

December 31,
2018

December 31,
r
2017

$

$

$

8,956

$

8,956

57,690

1,318

—

59,008

67,964

$

$

68,570
3,260

10,681

776,160

858,671

$

858,671

$

29,108

29,108

59,017

2,053

3,412

64,482

93,590

89,900
1,605

—

837,560

929,065

929,065

(1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, 

managers and other 
key employees (see Note 13 — Employee Benefits). The assets consist of investments in money market funds, mutual funds 
and company-owned life insurance contracts. The money market funds consist of cash equivalents while the mutual fund 
investments consist of publicly-traded and quoted equity shares. The Company considers the fair value of these assets to be
based on Level 1 inputs, and such assets had fair values of $9.0 million and $29.1 million as of December 31, 2018 and 2017, 
respectively. The carrying amounts of the life insurance contracts equal their cash surrender values. Cash surrender value 
represents the estimated amount that the Company would receive upon termination of a contract, which approximates fair 
value. The Company considers life insurance contracts to be valued based on Level 2 inputs, and such assets had fair values
of $57.7 million and $59.0 million at December 31, 2018 and 2017, respectively. The related deferred compensation plan
liabilities are recorded at fair value, or the estimated amount needed to settle the liability,yy which the Company considers to 
be a Level 2 input.

ff

(2) The Company enters into foreign currency forward exchange contracts to hedge the effects 

currency exchange rates (see Note 11 — Derivatives and Hedging). Valuation
currency exchange rates in active markets, which the Company considers a Level 2 input. 

VV

ff

of adverse fluctuations in foreign
of these contracts is based on observable foreign 

(3) The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see 
Note 5 — Debt). The fair value of interest rate swaps is 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 Level 2 inputs. The Company independently corroborates the reasonableness of 
the valuations prepared by the third-party broker through the use of an electronic quotation service. 

(4) As discussed in Note 5 — Debt, the Company has $800.0 million of principal amount fixed-rate Senior Notes due in 2025. 
The estimated fair value of the notes was derived from quoted market prices provided by an independent dealer, which the 
Company considers to be a Level 2 input.

13 — EMPLOYEE BENEFITS

Defined contribution plan. The Company has savings and investment plans (the “401k Plans”) covering substantially all U.S. 
employees. Company contributions are based on the level of employee contributions, up to a maximum of 4% of an employee’s
eligible salary,yy subject to an annual maximum. For 2018, the maximum match was $7,200. Amounts expensed in connection with 
the 401k Plans totaled $36.7 million, $29.8 million and $22.9 million in 2018, 2017 and 2016, respectively.

85

ff

Deferred  compensation plan. The  Company  has supplemental deferred  compensation plans for  the  benefit  of  certain  highly 
compensated  officers, 
managers and  other  key  employees. The  plans' investment  assets are  recorded  in Other  assets on  the 
Consolidated Balance Sheets at fair value. The value of these assets was $66.6 million and $88.1 million at December 31, 2018
and 2017, respectively (see Note 12 — Fair Value 
Disclosures for fair value information). The corresponding deferred compensation
plan liability,yy which was $68.6 million and $89.9 million at December 31, 2018 and 2017, respectively, yy is carried at fair value, 
and is adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the 
employees and is classified in Other liabilities on the Consolidated Balance Sheets. Compensation expense recognized for all 
deferred compensation plans was $1.7 million, $0.4 million and $0.1 million in 2018, 2017 and 2016, respectively.

VV

Defined benefit pension plans. The Company has defined benefit pension plans in several of its international locations. Benefits
paid under these plans are based on years of service and level of employee compensation. The Company's defined benefit pension 
plans are accounted for in accordance with FASBFF
715 and 960. The following are the components of defined benefit 
pension plan expense for the years ended December 31 (in thousands):

TT
ASC Topics

Service cost
Interest cost
Expected return on plan assets
Recognition of actuarial loss
TT
Total defined benefit pension plan expense

2018

2017

2016

$

$

3,145
840
(475)
340
3,850

$

$

2,820
765
(360)
350
3,575

$

$

2,780
850
(375)
200
3,455

The following are the key assumptions used in the computation of pension expense for the years ended December 31: 

Weighted average discount rate (1)
AA
Average compensation increase

2018

2017

2016

1.81%
2.58%

1.78%
2.66%

1.78%
2.67%

(1) Discount rates are typically determined by utilizing the yields on long-term corporate or government bonds in the relevant 

country with a duration consistent with the expected term of the underlying pension obligations.

The following table provides information related to changes in the projected benefit obligation for the years ended December 31 
(in thousands):

Projected benefit obligation at beginning of year

$

45,450

$

38,400

$

35,870

2018

2017

2016

Service cost

Interest cost

Actuarial loss (gain) due to assumption changes and plan experience

Additions and contractual termination benefits

Benefits paid (1)

Foreign currency impact

Projected benefit obligation at end of year (2)

$

3,145

840
(430)
(950)
(1,400)
(1,765)
44,890

2,820

765

690
(860)
(920)
4,555

$

45,450

$

2,780

850

1,480

—
(1,640)
(940)
38,400

(1) The Company projects the following benefit payments will be made in future years directly to plan participants: $1.2 million
in 2019; $1.5 million in 2020; $1.6 million in 2021; $1.7 million in 2022; $2.1 million in 2023; and $12.1 million in total in 
the five years thereafter.
(2) Measured as of December 31.

86

The following table provides information regarding the funded status of the plans and related amounts recorded in the Company’s
Consolidated Balance Sheets as of December 31 (in thousands):

Funded status of the plans: 

Projected benefit obligation

Pension plan assets at fair value (1)

Funded status – shortfall (2)

rr
Amounts recor
ded in the Consolidated Balance Sheets for the plans:

rr

Other liabilities — accrued pension obligation (2)

Stockholders’ equity — deferred actuarial loss (3)

2018

2017

2016

44,890
(19,460)
25,430

$

$

45,450
(18,475)
26,975

$

$

38,400
(14,465)
23,935

$
25,430
(5,738) $

$
26,975
(5,861) $

23,935
(5,797)

$

$

$

$

(1) The pension plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high quality 
government and corporate bonds, and other investments. The assets are primarily valued based on Level 1 and Level 2 inputs
under the fair value hierarchy in FASBFF
820, with the majority of the invested assets considered to be of low-to-
medium investment risk. The Company projects a future long-term rate of return on these plan assets of 2.45%, which it 
believes is reasonable based on the composition of the assets and both current and projected market conditions. For the year 
ended December 31, 2018, the Company contributed $3.0 million to these plans, and benefits paid directly by the Company 
to participants were $1.4 million.

TT
ASC Topic 

(2) The Funded status - shortfall represents the amount of the projected benefit obligation that the Company has not funded with 
a  third-party  trustee.  This  amount  is a  liability of  the  Company  and  is recorded  in Other  liabilities on the Company’s
Consolidated Balance Sheets.

(3) The deferred  actuarial  loss as of  December  31, 2018 is recorded  in AOCI/L and  will  be  reclassified  out  of AOCI/L and 
recognized as pension expense over approximately 13 years, subject to certain limitations set forth in FASBFF
715. 
The impact of this amortization on pension expense in 2019 is projected to result in approximately $0.2 million of additional 
expense. The amortization of deferred actuarial losses from AOCI/L to pension expense in each of the three years ended 
December 31, 2018 was immaterial. 

TT
ASC Topic 

The Company also maintains a reinsurance asset arrangement with a large international insurance company whose purpose is to 
provide funding for benefit payments for one of its plans. The reinsurance asset is not a pension plan asset but is an asset of the 
Company. At December 31, 2018 and 2017, the reinsurance asset was recorded at its cash surrender value of $9.0 million and $9.1 
million, respectively, yy and classified in Other assets on the Company's Consolidated Balance Sheets. The Company believes that 
the cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’
s fair value hierarchy in 
FF
FASB 

TT
ASC Topic 

820.

FF

14 — SEGMENT INFORMATION

AA

During 2018, the Company divested all three of the non-core businesses that comprised its Other segment, each of which were 
acquired as part of the acquisition of CEB Inc. in April 2017. As a result of these divestitures and the movement of a small residual 
product in the Other segment into the Research business, the Company is no longer recording any additional operating activity in 
the  Other  segment  effective 
September  1,  2018. Additional information  regarding  the  divestitures is included  in  Note  2 – 
Acquisitions and Divestitures.

ff

Our products and services are currently delivered through three segments – Research, Conferences and Consulting, as follows:

•

•

Research provides trusted, objective insights and advice on the mission-critical priorities of leaders across all functional areas 
of the enterprise through research and other reports, briefings, proprietary tools, access to our analysts and advisors, peer 
networking services and membership programs that enable our clients to make better decisions. Gartner's traditional strengths
in IT, marketing and supply chain research were enhanced in 2017 with Gartner's acquisition of CEB Inc., which added CEB's
best practice and talent management research insights across a range of business functions, to include human resources, sales,
legal and finance.

Conferences (formerly called Events) provides business professionals across the organization the opportunity to learn, share 
conference Gartner IT Symposium, to industry-leading conferences 
and network. From our flagship Chief Information Officer 
focused on specific business roles and topics, to member-driven sessions, our offerings 
enable attendees to experience the 
best of Gartner insight and advice live.

ff

ff

87

•  Consulting provides customized solutions to unique client needs through on-site, day-to-day support, as well as proprietary 

tools for measuring and improving IT performance with a focus on cost, performance, efficiency 

ff

and quality.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as
presented in the table below, ww 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 no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable 
segment. Accordingly, yy 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 in the allocation of resources.

The Company earns revenue from clients in many countries. Other than the United States, there is no individual country in which
revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally,yy no single client 
accounted for 10% or more of total revenue and the loss of a single client, in management’s opinion, would not have a material 
adverse effect 

on revenues. 

ff

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

2018

Revenues

Gross contribution

Corporate and other expenses

Operating income

2017

Revenues

Gross contribution

Corporate and other expenses

Operating loss

2016

Revenues

Gross contribution

Corporate and other expenses

Operating income

Research

Conferences Consulting

Other

Consolidated

$ 3,105,764

$

410,461

$

353,667

$

105,562

$

3,975,454

2,144,097

207,260

102,541

65,075

2,518,973
(2,259,258)
259,715

$

Research

Conferences Consulting

Other

Consolidated

$ 2,471,280

$

337,903

$

327,661

$

174,650

$

3,311,494

1,653,014

163,480

93,643

90,249

2,000,386
(2,006,715)
(6,329)

$

Research

Conferences Consulting

Other

Consolidated

$ 1,857,001

$

268,605

$

318,934

$

— $

2,444,540

1,285,611

136,655

89,734

—

1,512,000
(1,206,859)
305,141

$

88

The following table provides a reconciliation of total segment gross contribution to net income for the years ended December 31 
(in thousands):

Total segment gross contribution

Costs and expenses:

Cost of services and product development  - unallocated (1)

Selling, general and administrative

Depreciation and amortization

Acquisition and integration charges

Operating income (loss)

Interest expense and other, net

Gain from divested operations

Provision (benefit) for income taxes

Net income

2018
2,518,973

$

2017
2,000,386

2016
$ 1,512,000

$

12,319

9,090

13,108

1,884,141

1,599,004

1,089,184

255,601

107,197

259,715

124,041

45,447

58,665

$

122,456

$

240,171

158,450
(6,329)
121,488

—
(131,096)
3,279

61,969

42,598

305,141

16,710

—

94,849

$ 193,582

(1) The unallocated amounts consist of certain bonus and related fringe costs recorded in consolidated Cost of services and product 
development expense that are not allocated to segment expense. The Company's policy is to only allocate bonus and related 
fringe charges to segments for up to 100% of the segment employee's target bonus. Amounts above 100% are absorbed by
corporate.

Disaggregated revenue information by reportable segment for the three years ended December 31, 2018, including our Other 
segment, is presented in Note 1 – Business and Significant Accounting Policies. Long-lived asset information by geographic 
location as of December 31 is summarized in the table below (in thousands).

Long-lived assets: (1)

United States and Canada

Europe, Middle East and Africa

Other International

TT
Total long-lived assets

(1) Excludes goodwill, intangible assets and held-for-sale assets.

2018

2017

2016

$

$

305,928

$

288,735

$

143,921

67,306

50,800

84,840

41,674

42,326

24,630

424,034

$

415,249

$

210,877

89

AA
15 — VALUA
VV

TION

AND QUALIFYING ACCOUNTS

The Company maintains an allowance for losses that is comprised of a bad debt allowance and, through December 31, 2017, a 
revenue reserve. Provisions are charged against earnings either as an increase to expense or, prior to 2018, a reduction in revenues.

The following table summarizes activity in the Company’s allowance for losses for the years ended December 31 (in thousands):

Balance at
Beginning
of YearYY

Additions
Charged 
to
Expense

Additions
Charged
Against
Revenues

Deductions
from
Reserve

Reclassification
to Accounts
Payable and
Accrued
Liabilities

Balance
at End
of YearYY

2018:

Bad debt allowance (1)
2017:

$ 12,700

$ 12,500

Bad debt allowance and revenue reserve (1) $
2016:

7,400

$ 16,600

Bad debt allowance and revenue reserve

$

6,900

$

4,750

$

$

$

— $ (11,300) $

(6,200) $

7,700

5,500

$ (16,800) $

— $

12,700

4,850

$

(9,100) $

— $

7,400

(1) The allowance for losses at December 31, 2017 included $6.2 million that was attributable to the Company's revenue reserve. 
As a result of the Company's adoption of ASU No. 2014-09 on January 1, 2018, the revenue reserve balance is now included 
in Accounts payable and accrued liabilities on the Company's Consolidated Balance Sheet. Note 1 — Business and Significant 
Accounting Policies provides additional information regarding the Company's adoption of ASU No. 2014-09.

ITEM 16. FORM 10-K SUMMARYRR

None. 

90

AA
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report on Form 10-K to be
signed on its behalf by the undersigned, duly authorized, in Stamford, Connecticut, on February 22, 2019. 

Date: February 22, 2019

POWER OF ATTAA ORNEY

Gartner, Inc.

By:

/s/ Eugene A. Hall

Eugene A. Hall

Chief Executive Officer

ff

Each person whose signature appears below appoints Eugene A. Hall and Craig W.WW Safian and each of them, acting individually,yy
as his or her attorney-in-fact, each with full power of substitution, for him or her in all capacities, to sign all amendments to this
Report on Form 10-K, and to file the same, with appropriate exhibits and other related documents, with the Securities and Exchange 
Commission. Each of the undersigned ratifies and confirms his or her signatures as they may be signed by his or her attorney-in-
fact to any amendments to this Report. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed  by  the following persons on  behalf  of  the Registrant  and  in the capacities and  on the  dates indicated: 

Name

Title

/s/ Eugene A. Hall

Director and Chief Executive Officer

ff

Eugene A. Hall

(Principal Executive Officer)

ff

Date

February 22, 2019

/s/ Craig W. Safian

Executive Vice President and Chief Financial Officer

ff

February 22, 2019

Craig W. Safian

(Principal Financial and Accounting Officer)

ff

/s/ Peter E. Bisson

Director

Peter E. Bisson

/s/ Richard J. Bressler

Director

Richard J. Bressler

/s/ Raul E. Cesan

Raul E. Cesan

Director

/s/ Karen E. Dykstra

Director

Karen E. Dykstra

/s/ Anne Sutherland Fuchs Director

Anne Sutherland Fuchs

/s/ William O. Grabe

Director

William O. Grabe

/s/ Stephen G. Pagliuca

Director

Stephen G. Pagliuca

/s/ Eileen Serra

Eileen Serra

/s/ James C. Smith
James C. Smith

Director

Director

91

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

February 22, 2019

Exhibit 31.1

CERTIFICATION

I, Eugene A. Hall, certify that:

(1) 

(2) 

(3) 

(4) 

I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not 
misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the 
periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as 
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) 

b) 

c) 

d) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed  under  our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting 
to  be  designed  under  our  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial 
reporting and the preparation of financial statements for external purposes in accordance with generally accepted 
accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting; and

(5) 

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons 
performing the equivalent functions):

a) 

b) 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role 
in the registrant’s internal control over financial reporting.

/s/ Eugene A. Hall

Eugene A. Hall

Chief Executive Officer

Date: February 22, 2019

 
 
 
 
Exhibit 31.2

CERTIFICATION

I, Craig W. Safian, certify that:

(1) 

(2) 

(3) 

(4) 

I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material 
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not 
misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the 
periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as 
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) 

b) 

c) 

d) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed  under  our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting 
to  be  designed  under  our  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial 
reporting and the preparation of financial statements for external purposes in accordance with generally accepted 
accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting; and

(5) 

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over 
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons 
performing the equivalent functions):

a) 

b) 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role 
in the registrant’s internal control over financial reporting.

/s/ Craig W. Safian

Craig W. Safian

Chief Financial Officer

Date: February 22, 2019

 
 
 
Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE 
SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Gartner, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018, as 
filed with the Securities and Exchange Commission on the date hereof (the “Report”), Eugene A. Hall Chief Executive Officer of 
the Company, and Craig W. Safian, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, 
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) 

(2) 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of 
operations of the Company.

/s/ Eugene A. Hall

Name: Eugene A. Hall

Title: Chief Executive Officer

Date: February 22, 2019

/s/ Craig W. Safian

Name: Craig W. Safian

Title: Chief Financial Officer

Date: February 22, 2019

A signed original of this written statement required by Section 906 has been provided to Gartner, Inc. and will be retained by 
Gartner, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 
 
 
 
 
 
 
 
Board of Directors

Peter E. Bisson
Former Director
McKinsey & Company

Richard J. Bressler
President, Chief Operating
Officer and Chief Financial Officer
iHeart Media, Inc.

Chief Financial Officer
Clear Channel Outdoor
Holdings, Inc.

Raul E. Cesan
Founder and Managing Partner
Commercial Worldwide, LLC

Former President and COO
Schering-Plough Corporation

Karen E. Dykstra
Former Chief Financial and
Administrative Officer
AOL

Former Chief Financial Officer
ADP

Anne Sutherland Fuchs
Consultant

Former Chair
Commission on Women’s Issues
for New York City

William O. Grabe
Advisory Director
General Atlantic

Eugene A. Hall
Chief Executive Officer
Gartner

Stephen G. Pagliuca
Managing Director
Bain Capital Private Equity, LP

Co-Chairman
Bain Capital, LP

Managing Partner
Boston Celtics

Eileen M. Serra
Former Senior Advisor
JPMorgan Chase & Co.

Former Chief Executive Officer
Chase Card Services

James C. Smith
Chairman of the Board
Gartner

Retired Chairman and CEO
First Health Group Corp.

Gartner Headquarters

Corporate Headquarters 
Gartner, Inc. 
56 Top Gallant Road 
Stamford, CT 06902 USA 
+1 203 964 0096

Asia/Pacific Headquarters 
Gartner Australasia Pty. Ltd. 
Level 18 
40 Mount Street 
North Sydney NSW 2060 
Australia 
+61 2 9459 4600

Japan Headquarters 
Gartner Japan Ltd. 
Atago Green Hills MORI Tower 5F 
2-5-1 Atago, Minato-ku 
Tokyo 105-6205, Japan 
+81 3 6430 1800

Europe Headquarters 
Gartner UK Limited 
Tamesis, The Glanty 
Egham, Surrey TW20 9AH 
United Kingdom 
+44 1784 431611

Latin America Headquarters 
Gartner do Brasil Servicos De Pesquisas LTDA 
8th Floor, FL Corporate Building 
Avenida Brigadeiro Faria Lima 4300 
Itaim Bibi 
São Paulo 04538-132 
Brazil 
+55 11 3043 7544

© 2019 Gartner, Inc. and/or its affiliates. All rights reserved. Legal_594376