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Gartner 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32
  5. Ex-32
IT - 9.30.2013 - 10Q


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark One)

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
 
 
For the quarterly period ended September 30, 2013
 
 
 
OR
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-14443
Gartner, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
04-3099750
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
 
 
P.O. Box 10212
06902-7700
56 Top Gallant Road
(Zip Code)
Stamford, CT
 
(Address of principal executive offices)
 

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
 
(Do not check if a smaller reporting company)

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

As of October 28, 2013, 92,177,533 shares of the registrant’s common shares were outstanding.




Table of Contents


 
Page
 
 
 


2



PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC.

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)
 
 
September 30,
 
December 31,
 
2013
 
2012
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
374,521

 
$
299,852

Fees receivable, net of allowances of $6,100 and $6,400, respectively
392,174

 
463,968

Deferred commissions
77,390

 
87,933

Prepaid expenses and other current assets
91,070

 
75,713

Total current assets
935,155

 
927,466

Property, equipment and leasehold improvements, net
90,198

 
89,089

Goodwill
518,555

 
519,506

Intangible assets, net
7,535

 
11,821

Other assets
76,955

 
73,395

Total Assets
$
1,628,398

 
$
1,621,277

Liabilities and Stockholders’ Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable and accrued liabilities
$
224,873

 
$
287,763

Deferred revenues
754,120

 
692,237

Current portion of long-term debt
65,000

 
90,000

Total current liabilities
1,043,993

 
1,070,000

Long-term debt
140,000

 
115,000

Other liabilities
122,770

 
129,604

Total Liabilities
1,306,763

 
1,314,604

Stockholders’ Equity
 

 
 

Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued or outstanding

 

Common stock, $.0005 par value, 250,000,000 shares authorized; 156,234,415 shares issued for both periods
78

 
78

Additional paid-in capital
707,439

 
679,871

Accumulated other comprehensive income, net
6,734

 
5,968

Accumulated earnings
1,029,865

 
908,482

Treasury stock, at cost, 64,059,116 and 62,873,100 common shares, respectively
(1,422,481
)
 
(1,287,726
)
Total Stockholders’ Equity
321,635

 
306,673

Total Liabilities and Stockholders’ Equity
$
1,628,398

 
$
1,621,277

 

See the accompanying notes to the condensed consolidated financial statements.

3



GARTNER, INC.

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Revenues:
 
 
 
 
 

 
 

Research
$
316,518

 
$
284,048

 
$
938,082

 
$
836,970

Consulting
70,149

 
71,731

 
228,710

 
222,970

Events
24,038

 
18,627

 
96,714

 
81,119

Total revenues
410,705

 
374,406

 
1,263,506

 
1,141,059

Costs and expenses:
 
 
 
 
 

 
 

Cost of services and product development
161,735

 
151,143

 
503,376

 
458,853

Selling, general and administrative
181,546

 
164,888

 
547,653

 
492,627

Depreciation
7,258

 
6,301

 
21,375

 
18,378

Amortization of intangibles
1,351

 
1,362

 
4,089

 
3,029

Acquisition and integration charges
72

 
944

 
278

 
2,126

Total costs and expenses
351,962

 
324,638

 
1,076,771

 
975,013

Operating income
58,743

 
49,768

 
186,735

 
166,046

Interest expense, net
(2,124
)
 
(2,209
)
 
(6,704
)
 
(6,557
)
Other income (expense), net
5

 
(748
)
 
(64
)
 
(1,802
)
Income before income taxes
56,624

 
46,811

 
179,967

 
157,687

Provision for income taxes
18,430

 
15,436

 
58,584

 
50,607

Net income
$
38,194

 
$
31,375

 
$
121,383

 
$
107,080

 
 
 
 
 
 
 
 
Income per common share:
 
 
 
 
 

 
 

Basic
$
0.41

 
$
0.34

 
$
1.30

 
$
1.15

Diluted
$
0.40

 
$
0.33

 
$
1.28

 
$
1.12

Weighted average shares outstanding:
 
 
 
 
 

 
 

Basic
92,689

 
93,522

 
93,286

 
93,429

Diluted
94,355

 
95,611

 
95,100

 
95,791


See the accompanying notes to the condensed consolidated financial statements.

4



GARTNER, INC.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Net income
$
38,194

 
$
31,375

 
$
121,383

 
$
107,080

Other comprehensive income, net of tax:
 
 
 
 
 

 
 

Interest rate swap (cash flow hedge) – gain (loss)
261

 
(282
)
 
1,636

 
(683
)
Defined benefit pension plans – actuarial gain (loss)
6

 
(51
)
 
30

 
(157
)
Foreign currency translation adjustments
4,109

 
5,383

 
(900
)
 
3,720

Other comprehensive income
4,376

 
5,050

 
766

 
2,880

Comprehensive income
$
42,570

 
$
36,425

 
$
122,149

 
$
109,960


See the accompanying notes to the condensed consolidated financial statements.

5



GARTNER, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

 
Nine Months Ended
 
September 30,
 
2013
 
2012
Operating activities:
 

 
 

Net income
$
121,383

 
$
107,080

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization of intangibles
25,464

 
21,407

Stock-based compensation expense
27,049

 
28,021

Excess tax benefits from stock-based compensation
(18,412
)
 
(20,366
)
Deferred taxes
4,989

 
(3,268
)
Amortization and write-off of debt issue costs
2,107

 
1,512

Changes in assets and liabilities, net of acquisition:
 

 
 

Fees receivable, net
69,732

 
54,157

Deferred commissions
10,055

 
13,202

Prepaid expenses and other current assets
(20,840
)
 
(18,803
)
Other assets
(3,064
)
 
2,429

Deferred revenues
64,662

 
60,681

Accounts payable, accrued, and other liabilities
(41,056
)
 
(37,301
)
Cash provided by operating activities
242,069

 
208,751

Investing activities:
 

 
 

Additions to property, equipment and leasehold improvements
(27,772
)
 
(30,800
)
Acquisition (net of cash acquired)

 
(10,336
)
Cash used in investing activities
(27,772
)
 
(41,136
)
Financing activities:
 

 
 

Proceeds from stock issued under stock plans
4,539

 
10,560

Proceeds from debt issuance
203,750

 
22,500

Payments for debt issuance costs
(3,553
)
 

Payments on debt
(203,750
)
 
(22,500
)
Purchases of treasury stock
(157,251
)
 
(89,300
)
Excess tax benefits from stock-based compensation
18,412

 
20,366

Cash used by financing activities
(137,853
)
 
(58,374
)
Net increase in cash and cash equivalents
76,444

 
109,241

Effects of exchange rates on cash and cash equivalents
(1,775
)
 
3,411

Cash and cash equivalents, beginning of period
299,852

 
142,739

Cash and cash equivalents, end of period
$
374,521

 
$
255,391


See the accompanying notes to the condensed consolidated financial statements.

6



GARTNER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. is a global information technology research and advisory company founded in 1979 with its headquarters in Stamford, Connecticut. Gartner delivers its products and services globally through three business segments: Research, Consulting, and Events. When used in these notes, the terms “Gartner,” “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

Basis of presentation. The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of the U.S. Securities & Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q and should be read in conjunction with the consolidated financial statements and related notes of the Company filed in its Annual Report on Form 10-K for the year ended December 31, 2012.

The fiscal year of Gartner represents the twelve-month calendar period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three and nine months ended September 30, 2013 may not be indicative of the results of operations for the remainder of 2013.

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

Use of estimates. The preparation of the accompanying interim condensed consolidated financial statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts 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, performance-based compensation charges, depreciation and amortization, and the allowance for losses. Management believes its use of estimates in these interim condensed consolidated financial statements is reasonable.

Management continuously 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.

Adoption of new accounting rules. The Company adopted new accounting rules in the nine months ended September 30, 2013 related to accumulated other comprehensive income (see Note 2 — Comprehensive Income) and balance sheet offsetting of receivables and payables arising from derivative contracts (see Note 10 — Derivatives and Hedging). The adoption of these new rules resulted in additional disclosure only.

Note 2 — Comprehensive Income

On January 1, 2013, the Company adopted FASB Accounting Standards Update (“ASU”) 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220, Comprehensive Income. ASU 2013-2 requires entities to prospectively disclose additional information about changes in accumulated other comprehensive income (“AOCI’) balances by component and items reclassified out of AOCI to income during the period. ASU 2013-2 does not change the existing requirement to present the components of comprehensive income in the financial statements and is intended to improve the transparency of reclassification amounts and their impact on the financial statements. The information required by ASU 2013-2 is presented below.


7



The changes in AOCI by component (net of tax) are presented in the following tables (in thousands) (1):

For the three months ended September 30, 2013:
 
Interest Rate
Swap (Cash
Flow Hedge)
 
Defined
Benefit
Pension Plans
 
Foreign
Currency
Translation
Adjustments
 
Total
Balance – June 30, 2013
$
(4,635
)
 
$
(1,554
)
 
$
8,547

 
$
2,358

Changes during the period:
 

 
 

 
 

 
 

Other comprehensive income (loss) before reclassifications
(360
)
 

 
4,109

 
3,749

Reclassifications from AOCI to income (2), (3)
621

 
6

 

 
627

Other comprehensive income for the period
261

 
6

 
4,109

 
4,376

Balance – September 30, 2013
$
(4,374
)
 
$
(1,548
)
 
$
12,656

 
$
6,734


For the nine months ended September 30, 2013:
 
Interest Rate
Swap (Cash
Flow Hedge)
 
Defined
Benefit
Pension Plans
 
Foreign
Currency
Translation
Adjustments
 
Total
Balance – December 31, 2012
$
(6,010
)
 
$
(1,578
)
 
$
13,556

 
$
5,968

Changes during the period:
 

 
 

 
 

 
 

Other comprehensive income (loss) before reclassifications
(153
)
 
17

 
(900
)
 
(1,036
)
Reclassifications from AOCI to income (2), (3)
1,789

 
13

 

 
1,802

Other comprehensive income (loss) for the period
1,636

 
30

 
(900
)
 
766

Balance – September 30, 2013
$
(4,374
)
 
$
(1,548
)
 
$
12,656

 
$
6,734

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

(2)
The reclassifications related to the interest rate swap (cash flow hedge) were recorded in Interest expense, net and exclude $0.4 million and $1.2 million of tax benefit reflected in the Provision for income taxes for the three and nine months ended September 30, 2013, respectively. See Note 10 – Derivatives and Hedging for information regarding the hedge.

(3)
The reclassifications related to defined benefit pension plans were recorded in Selling, general and administrative expense and had an immaterial tax effect. See Note 12 – Employee Benefits for information regarding the Company’s defined benefit pension plans.


8



Note 3 — Earnings per Share

The following table sets forth the calculations of basic and diluted earnings per share (in thousands, except per share data):

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Numerator:
 

 
 

 
 

 
 

Net income used for calculating basic and diluted earnings per share
$
38,194

 
$
31,375

 
$
121,383

 
$
107,080

Denominator:
 

 
 

 
 

 
 

Weighted average number of common shares used in the calculation of basic earnings per share
92,689

 
93,522

 
93,286

 
93,429

Common stock equivalents associated with stock-based compensation plans (1)
1,666

 
2,089

 
1,814

 
2,362

Shares used in the calculation of diluted earnings per share
94,355

 
95,611

 
95,100

 
95,791

Basic earnings per share
$
0.41

 
$
0.34

 
$
1.30

 
$
1.15

Diluted earnings per share
$
0.40

 
$
0.33

 
$
1.28

 
$
1.12


 
(1)
Certain common stock equivalents were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive. These shares totaled 0.4 million for both the three months ended September 30, 2013 and 2012 and 0.3 million and 0.7 million for the nine months ended September 30, 2013 and 2012, respectively.

Note 4 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. At September 30, 2013, the Company had 6.1 million shares of its common stock, par value $.0005 per share (the “Common Stock”) available for awards of stock-based compensation under its 2003 Long-Term Incentive Plan.

The Company accounts for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718, as interpreted by SEC Staff Accounting Bulletins No. 107 (“SAB No. 107”) and No. 110 (“SAB No. 110”). Stock-based compensation expense is based on the fair value of the award on the date of grant, which is then recognized as expense over the related service period, net of estimated forfeitures. The service period is the period over which the related service is performed, which is generally the same as the vesting period. Currently the Company issues treasury shares upon the exercise, release or settlement of stock-based compensation awards.

Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the input of certain complex and subjective assumptions, including the expected life of the stock compensation awards and the Common Stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the amount of employee forfeitures and the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair value of stock-based compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors 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 future stock-based compensation expense could be materially different from what has been recorded in the current period.


9



Stock-Based Compensation Expense

The Company recognized the following amounts of stock-based compensation expense by award type and expense category in the periods indicated (in millions):

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
Award type:
 
2013
 
2012
 
2013
 
2012
Stock appreciation rights
 
$
1.1

 
$
2.4

 
$
4.1

 
$
5.0

Common stock equivalents
 
0.1

 
0.1

 
0.4

 
0.4

Restricted stock units
 
6.2

 
6.7

 
22.5

 
22.6

Total
 
$
7.4

 
$
9.2

 
$
27.0

 
$
28.0


 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
Amount recorded in:
 
2013
 
2012
 
2013
 
2012
Cost of services and product development
 
$
3.2

 
$
3.5

 
$
12.0

 
$
12.0

Selling, general and administrative
 
4.2

 
5.7

 
15.0

 
16.0

Total stock-based compensation expense (1)
 
$
7.4

 
$
9.2

 
$
27.0

 
$
28.0

 
(1)
Includes charges of $1.8 million and $1.5 million for the three months ended September 30, 2013 and 2012, respectively, for awards to retirement-eligible employees since these awards vest on an accelerated basis. The nine months ended September 30, 2013 and 2012 include retirement-eligible charges of $10.6 million and $4.7 million, respectively.

As of September 30, 2013, the Company had $48.4 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

The following disclosures provide information regarding the Company’s stock-based compensation awards, all of which are classified as equity awards in accordance with FASB ASC Topic 505:

Stock Appreciation Rights

Stock-settled stock appreciation rights (SARs) permit the holder to participate in the appreciation of the Common Stock. SARs are settled in shares of Common Stock by the employee once the applicable vesting criteria have been met. SARs vest ratably over a four-year service period and expire seven years from the grant date. The fair value of SARs awards is recognized as compensation expense on a straight-line basis over four years. SARs have only been awarded to the Company’s executive officers.
 
When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1)the total proceeds from the SARs exercise (calculated as the closing price of the Common Stock on the date of exercise less the exercise price of the SARs, multiplied by the number of SARs exercised) is divided by (2) the closing price of the Common Stock as reported on the New York Stock Exchange on the exercise date. The Company withholds a portion of the shares of Common Stock issued upon exercise to satisfy minimum statutory tax withholding requirements. SARs recipients do not have any stockholder rights until after actual 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.


10



The following table summarizes changes in SARs outstanding during the nine months ended September 30, 2013:

 
SARs
(in millions)
 
Per Share
Weighted-
Average
Exercise Price
 
Per Share
Weighted-
Average
Grant Date
Fair Value
 
Weighted
Average
Remaining
Contractual
Term
Outstanding at December 31, 2012
2.0

 
$
24.59

 
$
9.04

 
4.10 years
Granted
0.4

 
49.37

 
14.88

 
6.37
Forfeited

 

 

 
n/a
Exercised
(0.4
)
 
18.80

 
7.02

 
n/a
Outstanding at September 30, 2013 (1), (2)
2.0

 
$
30.11

 
$
10.46

 
4.18
Vested and exercisable at September 30, 2013 (2)
1.0

 
$
21.00

 
$
7.98

 
3.17 years

n/a=not applicable.
 
(1)
As of September 30, 2013, 1.0 million of the SARs outstanding were unvested. The Company expects that substantially all of these unvested awards will vest in future periods.

(2)
Total SARs outstanding had an intrinsic value of $59.3 million. SARs vested and exercisable had an intrinsic value of $39.8 million.

The fair value of the SARs was estimated on the date of grant using the Black-Scholes-Merton valuation model with the following weighted-average assumptions:

 
Nine Months Ended
 
September 30,
 
2013
 
2012
Expected dividend yield (1)
%
 
%
Expected stock price volatility (2)
35
%
 
40
%
Risk-free interest rate (3)
0.8
%
 
0.8
%
Expected life in years (4)
4.5

 
4.6

 
(1)
The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts. Historically, Gartner 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 is based on the yield of a U.S. Treasury security with a maturity similar to the expected life of the award.

(4)
The expected life represents the Company’s weighted-average estimate of the period of time the SARs are expected to be outstanding (defined as the period between the service inception date and the expected exercise date), which is based on historical exercise data.

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 the restrictions lapse, and each RSU that vests entitles the awardee to one common share. 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 RSUs is determined on the date of grant based on the closing price of the Common Stock as reported by the New York Stock Exchange on that date. Service-based RSUs vest ratably over four years and are expensed on a straight-

11



line basis over four years. 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.

The following table summarizes the changes in RSUs outstanding during the nine months ended September 30, 2013:

 
Restricted
Stock Units
(RSUs)
(in millions)
 
Per Share
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2012
2.5

 
$
27.95

Granted (1)
0.6

 
49.82

Vested and released
(1.3
)
 
22.47

Forfeited

 

Outstanding at September 30, 2013 (2), (3)
1.8

 
$
38.74

 
(1)
The 0.6 million RSUs granted in 2013 consisted of 0.3 million performance-based RSUs awarded to executives and 0.3 million service-based RSUs awarded to non-executive employees and certain board members. The 0.3 million performance-based RSUs represents the target amount of the award for the year, which is tied to an increase in the Company’s subscription-based Research contract value (“CV”) for 2013. The final number of performance-based RSUs that will be granted to executives in 2013 ranges from 0% to 200% of the target amount, with the final number dependent on the actual increase in CV for the year as measured on December 31, 2013. If the specified minimum level of achievement is not met, the performance-based RSUs will be forfeited in their entirety, and any compensation expense previously recorded will be reversed.

(2)
The Company expects that substantially all of the outstanding awards will vest in future periods.

(3)
The weighted-average remaining contractual term of the outstanding RSUs is approximately 1.2 years.

Common Stock Equivalents

Common stock equivalents (CSEs) are convertible into Common Stock and each CSE entitles the holder to one common share. Members of our Board of Directors receive directors’ fees payable in CSEs unless they opt to receive up to 50% of the fees in cash. Generally, the CSEs have no defined term and are converted into common shares when service as a director terminates unless the director has elected an accelerated release. The fair value of the CSEs is determined on the date of grant based on the closing price of the Common Stock as reported by the New York Stock Exchange on that date. CSEs vest immediately and as a result are recorded as expense on the date of grant.

The following table summarizes the changes in CSEs outstanding during the nine months ended September 30, 2013:

 
Common
Stock
Equivalents
(CSEs)
 
Per Share
Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2012
100,545

 
$
16.89

Granted
7,449

 
57.45

Converted to common shares
(5,975
)
 
57.44

Outstanding at September 30, 2013
102,019

 
$
17.48

 

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (the “ESP Plan”) under which eligible employees are permitted to purchase Common Stock through payroll deductions, which may not exceed 10% of an employee’s compensation (or a maximum of $23,750

12



in any calendar year), at a price equal to 95% of the closing price of the Common Stock as reported by the New York Stock Exchange at the end of each offering period.

At September 30, 2013, the Company had 1.2 million shares available for purchase under the ESP Plan. The ESP Plan is considered non-compensatory under FASB ASC Topic 718, and as a result the Company does not record stock-based compensation expense for employee share purchases. The Company received $3.3 million and $2.9 million in cash from purchases under the ESP Plan during the nine months ended September 30, 2013 and 2012, respectively.

Note 5 — Segment Information

The Company manages its business through three reportable segments: Research, Consulting and Events. Research consists primarily of subscription-based research products, access to research inquiry, peer networking services, and membership programs. Consulting consists primarily of consulting, measurement engagements, and strategic advisory services. Events consists of various symposia, conferences, and exhibitions.

The Company evaluates reportable segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the table below, is defined as operating income excluding certain Cost of services and product development expenses, Selling, general and administrative expense, 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, 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 following tables present information about the Company’s reportable segments (in thousands):
Three Months Ended September 30, 2013
Research
 
Consulting
 
Events
 
Consolidated
Revenues
$
316,518

 
$
70,149

 
$
24,038

 
$
410,705

Gross contribution
220,329

 
21,114

 
7,095

 
248,538

Corporate and other expenses
 

 
 

 
 

 
(189,795
)
Operating income
 

 
 

 
 

 
$
58,743

Three Months Ended September 30, 2012
Research
 
Consulting
 
Events
 
Consolidated
Revenues
$
284,048

 
$
71,731

 
$
18,627

 
$
374,406

Gross contribution
193,540

 
24,380

 
4,511

 
222,431

Corporate and other expenses
 

 
 

 
 

 
(172,663
)
Operating income
 

 
 

 
 

 
$
49,768

Nine Months Ended September 30, 2013
Research
 
Consulting
 
Events
 
Consolidated
Revenues
$
938,082

 
$
228,710

 
$
96,714

 
$
1,263,506

Gross contribution
648,954

 
76,836

 
37,318

 
763,108

Corporate and other expenses
 

 
 

 
 

 
(576,373
)
Operating income
 

 
 

 
 

 
$
186,735


Nine Months Ended September 30, 2012
Research
 
Consulting
 
Events
 
Consolidated
Revenues
$
836,970

 
$
222,970

 
$
81,119

 
$
1,141,059

Gross contribution
571,547

 
79,886

 
32,867

 
684,300

Corporate and other expenses
 

 
 

 
 

 
(518,254
)
Operating income
 

 
 

 
 

 
$
166,046




13



The following table provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Total segment gross contribution
$
248,538

 
$
222,431

 
$
763,108

 
$
684,300

Costs and expenses:
 
 
 
 
 
 
 
Cost of services and product development - unallocated (1)
(432
)
 
(832
)
 
2,978

 
2,094

Selling, general and administrative
181,546

 
164,888

 
547,653

 
492,627

Depreciation and amortization
8,609

 
7,663

 
25,464

 
21,407

Acquisition and integration charges
72

 
944

 
278

 
2,126

Operating income
58,743

 
49,768

 
186,735

 
166,046

Interest expense and other
2,119

 
2,957

 
6,768

 
8,359

Provision for income taxes
18,430

 
15,436

 
58,584

 
50,607

Net income
$
38,194

 
$
31,375

 
$
121,383

 
$
107,080

 
(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.

Note 6 — Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the tangible and identifiable intangible net assets acquired. The evaluation of goodwill is performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level. A reporting unit can be an operating segment or a business if discrete financial information is prepared and reviewed by management. The Company has three reporting units: Research, Consulting, and Events.

The following table presents changes to the carrying amount of goodwill by reporting unit during the nine months ended September 30, 2013 (in thousands):

 
Research
 
Consulting
 
Events
 
Total
Balance, December 31, 2012 (1)
$
377,225

 
$
100,349

 
$
41,932

 
$
519,506

Foreign currency translation adjustments and other (2)
(901
)
 
(59
)
 
9

 
(951
)
Balance, September 30, 2013
$
376,324

 
$
100,290

 
$
41,941

 
$
518,555

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

(2)
Includes the impact of foreign currency translation and certain immaterial goodwill adjustments.












14



Amortizable Intangible Assets

The following tables present reconciliations of the carrying amounts of amortizable intangible assets as of the dates indicated (in thousands):

September 30, 2013
 
Trade
Name
 
Customer
Relationships
 
Content
 
Software
 
Total
Gross cost, December 31, 2012
 
$
6,019

 
$
10,562

 
$
3,447

 
$
2,124

 
$
22,152

Foreign currency translation adjustments
 

 
(278
)
 
29

 
8

 
(241
)
Gross cost
 
6,019

 
10,284

 
3,476

 
2,132

 
21,911

Accumulated amortization (1)
 
(4,492
)
 
(7,784
)
 
(1,161
)
 
(939
)
 
(14,376
)
Balance, September 30, 2013
 
$
1,527

 
$
2,500

 
$
2,315

 
$
1,193

 
$
7,535


December 31, 2012
 
Trade
Name
 
Customer
Relationships
 
Content
 
Software
 
Total
Gross cost
 
$
6,019

 
$
10,562

 
$
3,447

 
$
2,124

 
$
22,152

Accumulated amortization (1)
 
(3,531
)
 
(5,896
)
 
(497
)
 
(407
)
 
(10,331
)
Balance, December 31, 2012
 
$
2,488

 
$
4,666

 
$
2,950

 
$
1,717

 
$
11,821

 
 
(1)
Intangible assets are being amortized against earnings over the following periods: Trade name—2 to 5 years; Customer relationships—4 years; Content—4 years; Software—3 years.

Aggregate amortization expense related to intangible assets was $1.4 million for both the three months ended September 30, 2013 and 2012 and $4.1 million and $3.0 million for the nine months ended September 30, 2013 and 2012, respectively.

The estimated future amortization expense by year from amortizable intangibles is as follows (in thousands):

2013 (remaining three months)
$
1,360

2014
3,555

2015
1,940

2016
680

 
$
7,535


Note 7 — Debt

2013 Credit Agreement

On March 7, 2013, the Company entered into a new credit arrangement (the “2013 Credit Agreement”) with a syndication of banks led by JPMorgan Chase to take advantage of favorable financing conditions and obtain additional liquidity through a larger revolving credit facility. The 2013 Credit Agreement provides for a five-year, $150.0 million term loan and a $600.0 million revolving credit facility. In addition, the 2013 Credit Agreement contains an expansion feature by which the term loan and revolving credit facility may be increased, at the Company’s option and under certain conditions, by up to an additional $250.0 million in the aggregate.

The term loan will be repaid in 16 consecutive quarterly installments commencing June 30, 2013, plus a final payment due on March 7, 2018, and may be prepaid at any time without penalty or premium (other than applicable breakage costs) at the Company’s option. The revolving credit facility may be used for loans, and up to $40.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until March 7, 2018, at which time all amounts borrowed must be repaid.

On March 7, 2013, the Company drew down $150.0 million from the term loan and $50.0 million from the revolving credit facility which was used to repay amounts outstanding under the Company’s prior credit arrangement, which was terminated in connection with the refinancing. Future amounts to be drawn down under the revolving credit facility will be used for general working capital purposes. The Company recorded a charge of $0.3 million for capitalized debt issuance costs related to the termination of the

15



previous credit arrangement, which was recorded in Interest expense, net in the Condensed Consolidated Statements of Operations. The Company incurred $3.6 million in debt issuance costs related to the new credit facility, which was capitalized and is being amortized to interest expense over the term of the 2013 Credit Agreement.

Amounts borrowed under the 2013 Credit Agreement bear interest at a rate equal to, at Gartner’s option, either (i) the greatest of: the Administrative Agent’s prime rate; the average rate on overnight federal funds plus 1/2 of 1%; and the Eurodollar rate (adjusted for statutory reserves) plus 1%, in each case plus a margin equal to between 0.25% and 0.75% depending on Gartner’s 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 1.25% and 1.75%, depending on Gartner’s leverage ratio as of the end of the four consecutive fiscal quarters most recently ended.

The 2013 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio, a minimum interest expense coverage ratio, and covenants limiting Gartner’s ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures, make investments and enter into certain transactions with affiliates. The 2013 Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, ERISA defaults, material judgments, and events constituting a change of control. The occurrence of an event of default will increase the applicable rate of interest by 2.0%, allows the lenders to terminate their obligations to lend under the 2013 Credit Agreement and could result in the acceleration of Gartner’s obligations under the credit facility and an obligation of any or all of the guarantors to pay the full amount of Gartner’s obligations under the credit facility. As of September 30, 2013, the Company was in full compliance with the loan covenants.

The following table provides information regarding the Company’s total outstanding borrowings:

 
 
Amount
 
Contractual
 
Amount
 
 
Outstanding
 
Annualized
 
Outstanding
 
 
September 30,
 
Interest Rate
 
December 31,
 
 
2013
 
September 30,
 
2012
Description:
 
(In thousands)
 
2013
 
(In thousands)
Term loans (1)
 
$
146,250

 
1.62
%
 
$
150,000

Revolver loans (1), (2)
 
53,750

 
1.62
%
 
50,000

Other (3)
 
5,000

 
3.00
%
 
5,000

Total
 
$
205,000

 
 

 
$
205,000

 
(1)
Both the term and revolver loan rates consisted of a floating Eurodollar base rate of 0.24% plus a margin of 1.38%. However, the Company has an interest rate swap contract which converts the floating Eurodollar base rate to a 2.26% fixed base rate on the first $200.0 million of Company borrowings (see below). As a result, the Company’s effective annual interest rate on the $200.0 million of outstanding term and revolver debt as of September 30, 2013, including the swap and margin, was 3.64%.

(2)
The Company had approximately $543.0 million of available borrowing capacity on the revolver (not including the expansion feature) as of September 30, 2013.

(3)
The Company borrowed $5.0 million through a State of Connecticut economic development program in December 2012. The loan has a 10 year maturity and bears a 3.0% fixed rate of interest. Principal payments are deferred for the first five years and the loan may be repaid at any point by the Company without penalty. The loan has a principal forgiveness provision in which up to $2.5 million of the loan may be forgiven if the Company meets certain employment targets in Connecticut during the first five years of the loan.

Interest Rate Swap

The Company has a $200.0 million notional fixed-for-floating interest rate swap contract which it designates as a hedge of the forecasted interest payments on the Company’s variable rate borrowings. Under the swap terms, the Company pays a base fixed rate of 2.26% and in return receives a floating Eurodollar base rate on $200.0 million of notional borrowings. The swap matures in September 2015.

16




The Company accounts for the interest rate swap as a cash flow hedge in accordance with FASB ASC Topic 815. Since the swap is hedging forecasted interest payments, changes in the fair value of the swap are recorded in OCI as long as the swap continues to be a highly effective hedge of the designated interest rate risk. Any ineffective portion of change in the fair value of the hedge is recorded in earnings. The swap continued to be a highly effective hedge of the forecasted interest payments as of September 30, 2013. The interest rate swap had a negative fair value to the Company of $7.3 million and $10.0 million at September 30, 2013 and December 31, 2012, respectively, which is deferred and classified in OCI, net of tax effect.

Letters of Credit

The Company had $9.7 million of letters of credit and related guarantees outstanding at September 30, 2013. The Company enters into these instruments in the ordinary course of business to facilitate transactions with customers and others.

Note 8 — Equity

Share Repurchase Program

The Company has a $500.0 million share repurchase program, of which $83.6 million remained available for share repurchases as of September 30, 2013. Repurchases may be made from time-to-time through open market purchases, private transactions, tender offers or other transactions. The amount and timing of repurchases will be subject to the availability of stock, prevailing market conditions, the market price of the stock, the Company’s financial performance and other conditions. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s shared-based compensation awards. Repurchases may be funded from operating cash flow or borrowings. The Company’s share repurchase activity is included in the following table:

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2013
 
2012
 
2013
 
2012
Number of shares repurchased (1)
1,016,978

 
95,833

 
2,859,246

 
2,260,093

Cost of repurchased shares (in thousands)
$
59,252

 
$
4,626

 
$
157,251

 
$
89,300

 
(1)
The average purchase price for the shares was $58.26 and $55.00 for the three and nine months ended September 30, 2013, respectively, and $48.27 and $39.51 for the three and nine months ended September 30, 2012, respectively.

Note 9 — Income Taxes

The provision for income taxes was $18.4 million for the three months ended September 30, 2013 compared to $15.4 million in the three months ended September 30, 2012. The effective tax rate was 32.5% for the three months ended September 30, 2013 and 33.0% for the same period in 2012. The quarter-over-quarter decrease in the effective tax rate was primarily due to a change in the estimated annual mix of pre-tax income by jurisdiction during the third quarter of 2012, which increased the effective rate for that period.

The provision for income taxes was $58.6 million for the nine months ended September 30, 2013 compared to $50.6 million in the nine months ended September 30, 2012. The effective tax rate was 32.6% for the nine months ended September 30, 2013 and 32.1% for the same period in 2012. The increase in the effective tax rate was primarily due to the benefit of certain nonrecurring state tax credits recognized in 2012, and to a lesser extent, the net impact of certain federal and state tax law changes impacting the 2013 period.

As of September 30, 2013 and December 31, 2012, the Company had gross unrecognized tax benefits of $18.5 million and $17.6 million, respectively. The unrecognized tax benefits relate primarily to the utilization of certain tax attributes. It is reasonably possible that the gross unrecognized tax benefits will decrease by $5.7 million within the next 12 months, due to anticipated closure of audits and the expiration of certain statutes of limitation. The Company classifies uncertain tax positions not expected to be settled within one year as long term liabilities. As of September 30, 2013 and December 31, 2012, the Company had Other liabilities of $12.8 million and $13.1 million, respectively, related to uncertain tax positions.

In July 2013 the Internal Revenue Service closed its audit of the Company's federal income tax returns for the 2008 and 2009 tax years. The resolution of the audit did not result in any material adjustments to the Company's consolidated financial statements.

17




Note 10 — Derivatives and Hedging

The Company enters into a limited number of derivative contracts to offset the potentially negative economic effects of interest rate and foreign exchange movements. The Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value. The following tables provide information regarding the Company’s outstanding derivatives contracts (in thousands, except for number of outstanding contracts) as of the dates indicated:
September 30, 2013
 
 
 
 
 
 
 
 
 
 
Derivative Contract Type
 
Number of
Outstanding
Contracts
 
Notional
Amounts
 
Fair Value
Asset
(Liability), Net (3)
 
Balance
Sheet
Line Item
 
Unrealized
Loss Recorded
in OCI
Interest rate swap (1)
 
1

 
$
200,000

 
$
(7,291
)
 
Other liabilities
 
$
(4,374
)
Foreign currency forwards (2)
 
32

 
15,000

 
(52
)
 
Accrued Liabilities
 

Total
 
33

 
$
215,000

 
$
(7,343
)
 
 
 
$
(4,374
)
December 31, 2012
 
 
 
 
 
 
 
 
 
 
Derivative Contract Type
 
Number of
Outstanding
Contracts
 
Notional
Amounts
 
Fair Value
Asset
(Liability), Net (3)
 
Balance
Sheet
Line Item
 
Unrealized
Loss Recorded
in OCI
Interest rate swap (1)
 
1

 
$
200,000

 
$
(10,000
)
 
Other liabilities
 
$
(6,010
)
Foreign currency forwards (2)
 
68

 
76,100

 
4

 
Current assets
 

Total
 
69

 
$
276,100

 
$
(9,996
)
 
 
 
$
(6,010
)
 
 
(1)
This swap has been designated, and is accounted for, as a cash flow hedge of the forecasted interest payments on borrowings (see Note 7 — Debt). As a result, changes in fair value of this swap are deferred and are recorded in OCI, net of tax effect.

(2)
The Company has foreign exchange transaction risk since it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into short-term foreign currency forward exchange contracts to offset the economic effects of these foreign currency transaction risks. These forward exchange contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other expense, net. outstanding contracts Substantially all of the contracts outstanding at September 30, 2013 matured by the end of October 2013.

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

The Company’s derivative counterparties are all large 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 guarantees.

The following table provides information regarding derivative gains and losses that have been recognized in the Condensed Consolidated Statements of Operations for the periods indicated (in thousands):
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
Amount recorded in:
 
2013
 
2012
 
2013
 
2012
Interest expense, net (1)
 
$
1,034

 
$
907

 
$
2,981

 
$
2,657

Other expense (income), net (2)
 
(20
)
 
36

 
138

 
(563
)
Total expense, net
 
$
1,014

 
$
943

 
$
3,119

 
$
2,094

 
(1)
Consists of interest expense from an interest rate swap contract.

(2)
Consists of realized and unrealized gains and losses on foreign currency forward contracts.

18



Note 11 — Fair Value Disclosures
 
The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable, and accruals which are normally short-term in nature. The Company believes the carrying amounts of these financial instruments reasonably approximate their fair value due to their short-term nature. The Company’s financial instruments also include its outstanding borrowings. The Company believes the carrying amount of the outstanding borrowings reasonably approximates their fair value since the rate of interest on the borrowings reflect current market rates of interest for similar instruments with comparable maturities.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based upon the transparency of inputs used in the valuation of assets and liabilities. Classification within the hierarchy is based upon 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 has a limited number of assets and liabilities recorded in its Consolidated Balance Sheets that are remeasured to fair value on a recurring basis, and the Company does not currently utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. In addition, the Company typically does not transfer assets or liabilities between different levels of the fair value hierarchy.

The Company’s assets and liabilities remeasured to fair value are presented in the following table for the periods indicated (in thousands):

 
 
Fair Value
 
Fair Value
Description:
 
September 30,
2013
 
December 31,
2012
Assets:
 
 

 
 

Deferred compensation plan assets (1)
 
$
30,983

 
$
27,795

Foreign currency forward contracts (2)
 
11

 
204

 
 
$
30,994

 
$
27,999

Liabilities:
 
 

 
 

Deferred compensation plan liabilities (1)
 
$
34,741

 
$
31,260

Foreign currency forward contracts (2)
 
63

 
200

Interest rate swap contract (3)
 
7,291

 
10,000

 
 
$
42,095

 
$
41,460

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

(2)
The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates. Valuation of the foreign currency forward contracts is based on observable foreign currency exchange rates in active markets, which the Company considers a Level 2 input.

(3)
The Company has an interest rate swap contract which hedges the forecasted interest payments on its borrowings (see Note 7 — Debt). To determine the fair value of this over-the-counter financial instrument, the Company relies on a mark-to-market valuation prepared by a third-party broker. The valuation is based on observable interest rates from recently executed market transactions or broker quotes corroborated by other observable market data. Accordingly, the fair value of the swap is determined under a Level 2 input. The Company independently corroborates the reasonableness of the swap valuation prepared by the third-party broker through the use of an electronic quotation service.


19



Disclosures about Offsetting of Assets and Liabilities

On January 1, 2013, the Company adopted FASB ASU No. 2013-1, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which updates FASB ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities. These rules require certain disclosures of assets and liabilities resulting from derivative transactions, repurchase agreements, and securities lending arrangements. Among the required disclosures are the gross amounts of assets and liabilities resulting from these transactions, amounts potentially subject to offset under master netting arrangements, and resulting amounts recorded in the balance sheets.

The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements or securities lending transactions. In addition, the Company does not enter into master netting arrangements and receivables or payables that result from derivatives transactions are recorded gross in the Company’s Consolidated Balance Sheets. Information regarding the Company’s derivatives contracts and related amounts recorded in the Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 are included in the fair value table above.

Note 12 — Employee Benefits
 
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 FASB ASC Topics 715 and 960. Net periodic pension expense was $0.8 million and $0.6 million for the three months ended September 30, 2013 and 2012, respectively, and $2.4 million and $1.8 million for the nine months ended September 30, 2013 and 2012, respectively.

Note 13 — Commitments and Contingencies

Contingencies

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

The Company has various agreements that may obligate us to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which 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, payments made by us under these agreements have not been material. As of September 30, 2013, the Company did not have any material payment obligations under any such indemnification agreements.


20



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

The purpose of the following Management’s Discussion and Analysis (“MD&A”) is to help facilitate the understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A also conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our condensed consolidated financial statements and related notes included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2012 (the "2012 10-K"). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” “the Company,” “we,” “our,” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.

U.S. Government Shutdown

The two week shutdown of the U.S. Government in October 2013 did not have an impact on the Company’s results of operations for the quarter ended September 30, 2013 and we do not anticipate a significant impact in the fourth quarter of 2013. U.S. Government officials have agreed to work together to reach a broader, longer-term agreement on fiscal issues beyond the temporary agreement reached in October to fund the government through early 2014 and raise the federal debt ceiling. We cannot predict the outcome of these discussions and issues nor the timing or specifics of a resolution, if any, and failure to reach an agreement could have a material impact on our business and operations as well as those of our customers. See the “Risk Factors” section of the 2012 10-K for further discussion.

Forward-Looking Statements

In addition to historical information, this Quarterly Report 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 or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” or other words of similar meaning.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Factors That May Affect Future Performance” and elsewhere in this Quarterly Report and in the 2012 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, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur. Readers should review carefully any risk factors described in the 2012 10-K.

BUSINESS OVERVIEW

Gartner, Inc. (NYSE: IT) is the world’s leading information technology research and advisory company. We deliver the technology-related insight necessary for our clients to make the right decisions, every day. From CIOs and senior IT leaders in corporations and government agencies, to business leaders in high-tech and telecom enterprises and professional services firms, to supply chain professionals and technology investors, we are the valuable partner to clients in over 13,422 distinct organizations. We work with clients to research, analyze and interpret the business of IT within the context of their individual roles. Founded in 1979, Gartner is headquartered in Stamford, Connecticut, U.S.A., and as of September 30, 2013, we had 5,891 associates, including 1,470 research analysts and consultants, and clients in 85 countries.

The foundation for all Gartner products and services is our independent research on IT and supply chain issues. The findings from this research are delivered through our three business segments — Research, Consulting and Events:

Research provides objective insight on critical and timely technology and supply chain initiatives for CIOs, other IT professionals, supply chain leaders, technology companies and the investment community through reports, briefings, proprietary tools, access to our analysts, peer networking services and membership programs that enable our clients to make better decisions about their IT and supply chain investments.

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.


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Events provide IT, supply chain and business professionals the opportunity to attend various symposia, conferences and exhibitions to learn, contribute and network with their peers. From our flagship event Symposium/ITxpo, to summits focused on specific technologies and industries, to experimental workshop-style seminars, our events distill the latest Gartner research into applicable insight and advice.

For more information regarding Gartner and our products and services, visit www.gartner.com.


BUSINESS MEASUREMENTS

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

BUSINESS SEGMENT
 
BUSINESS MEASUREMENTS
Research
 
Contract value represents the value attributable to all of our subscription-related research products that recognize revenue on a ratable basis. Contract value is calculated as the annualized value of all subscription research contracts in effect at a specific point in time, without regard to the duration of the contract.
 
 
 
 
 
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.
 
 
 
 
 
Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of clients, who were clients one year earlier, by the total contract value from a year earlier, 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.
 
 
 
Consulting
 
Consulting backlog represents future revenue to be derived from in-process consulting, measurement and strategic advisory services engagements.
 
 
 
 
 
Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill.
 
 
 
 
 
Billing Rate represents earned billable revenue divided by total billable hours.
 
 
 
 
 
Average annualized revenue per billable headcount represents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the utilization percentage times the billable hours available for one year.
 
 
 
Events
 
Number of events represents the total number of hosted events completed during the period.
 
 
 
 
 
Number of attendees represents the total number of people who attend events.
 
 
 

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

We have executed a consistent growth strategy since 2005 to drive double-digit revenue and earnings growth. The fundamentals of our strategy are to create extraordinary research insight, deliver innovative and highly differentiated product offerings, build a strong sales capability, provide world class client service with a focus on client engagement and retention, and continuously improve our operational effectiveness.

We had total revenues of $410.7 million in the third quarter of 2013, an increase of 10% compared to the third quarter of 2012 on a reported basis and 11% adjusted for foreign exchange impact. Revenues increased by double-digits in our Research and Events segments but declined slightly in Consulting. For a more complete discussion of our results by segment, see Segment Results

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below. We had net income of $38.2 million in the third quarter of 2013, an increase of 22% compared to third quarter 2012. Diluted earnings per share was $0.40 per share in third quarter of 2013 compared to $0.33 per share in third quarter 2012.

Our operating cash flow increased 16%, to $242.1 million for the nine months ended September 30, 2013 compared to $208.8 million for the same period in 2012, and we had $374.5 million of cash and cash equivalents at September 30, 2013. We believe that our liquidity is adequate to fund our current plans. We continue to enhance shareholder value through our share repurchase plan, and we repurchased 2.9 million shares of our Common Stock for a total cost of $157.3 million during the nine months ended September 30, 2013.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements requires the application of appropriate accounting policies and the use of estimates. Our significant accounting policies are described in Note 1 in the Notes to Consolidated Financial Statements of Gartner, Inc. contained in the 2012 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 financial statements requires us to make estimates and assumptions about future events. We 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 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 are based on our best judgment at a point in time and as such these estimates may ultimately differ materially from actual results. Also, on-going 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 are as follows:

Revenue recognition — Revenue is recognized in accordance with the requirements of U.S. GAAP as well as SEC Staff Accounting Bulletins No. 101, Revenue Recognition in Financial Statements (“SAB 101”), and SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”). Revenue is only recognized once all required criteria for revenue recognition have been met. Revenue by significant source is accounted for as follows:

Research revenues are derived from subscription contracts for research products and are deferred and recognized ratably over the applicable contract term. Fees from research reprints are recognized when the reprint is delivered.

Consulting revenues are principally generated from fixed fee and time and material engagements. Revenues from fixed fee contracts are recognized on a proportional performance basis. 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.

Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition.

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

Uncollectible fees receivable — We maintain an allowance for losses which is composed of a bad debt allowance and a sales reserve. Provisions are charged against earnings, either as a reduction in revenues or an increase to expense. The measurement of likely and probable losses and the allowance for losses is based on historical loss experience, aging of outstanding receivables, an assessment of current economic conditions and the financial health of specific clients. This evaluation is inherently judgmental and requires estimates. These valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectability of fees receivable becomes available. Circumstances that could cause our valuation reserves to increase include changes in our clients’ liquidity and credit quality, other factors negatively impacting our clients’ ability to pay their obligations as they come due, and the effectiveness of our collection efforts.





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The following table provides our total fees receivable, along with the related allowance for losses, as of the date indicated (in thousands):

 
September 30,
2013
 
December 31,
2012
Total fees receivable
$
398,274

 
$
470,368

Allowance for losses
(6,100
)
 
(6,400
)
Fees receivable, net
$
392,174

 
$
463,968


Goodwill and other intangible assets — Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the tangible and identifiable intangible net assets acquired. Goodwill is not amortized against earnings, but is periodically evaluated for impairment in accordance with FASB ASC Topic 350, which requires goodwill to be assessed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, an impairment evaluation of our amortizable intangible assets may also be performed on a periodic basis should events or circumstances indicate potential impairment. If we determine that the fair value of a reporting unit or an intangible asset is less than its related carrying amount, we must recognize an impairment charge against earnings. Among the factors we consider important that could trigger an impairment review are the following:

Significant under-performance relative to historical or projected future operating results;

Significant changes in the manner of our use of acquired assets or the strategy for our overall business;

Significant negative industry or general economic trends;

Significant decline in our stock price for a sustained period; and

Our market capitalization relative to net book value.

The determination of the estimated fair value of our reporting units, whether based on a quantitative or qualitative assessment, contains judgments and assumptions regarding future trends and events, with both the precision and reliability of the resulting estimates subject to uncertainty. As a result, if the Company deems it necessary in the future to modify its judgments and assumptions, or if actual results are materially different from our expectations, then the estimated reporting unit values could change, potentially resulting in goodwill impairment charges in future periods. We completed the required annual goodwill impairment assessment as of September 30, 2013 utilizing a qualitative approach and concluded that the fair values of our reporting units continued to exceed their respective carrying amounts.

Accounting for income taxes — As we prepare our consolidated financial statements, we estimate our income taxes in each of the jurisdictions where we operate. This process involves estimating our current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We record a valuation allowance to reduce our deferred tax assets when future realization is in question. We consider the availability of loss carryforwards, existing deferred tax liabilities, future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. In the event we determine that we are able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment is made to reduce the valuation allowance and increase income in the period such determination is made. Likewise, if we determine that we will not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the valuation allowance is charged against income in the period such determination is made.

Accounting for stock-based compensation — The Company accounts for stock-based compensation in accordance with FASB ASC Topics 505 and 718, as interpreted by SEC Staff Accounting Bulletins No. 107 (“SAB No. 107”) and No. 110 (“SAB No. 110”). The Company recognizes stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service period, net of estimated forfeitures (see Note 4 — Stock-Based Compensation in the Notes to the Condensed Consolidated Financial Statements).

Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the input of certain complex and subjective assumptions, including the expected life of the stock-based compensation awards and the Company’s Common Stock price volatility. In addition, determining the appropriate amount of associated periodic expense requires management to estimate the rate of employee forfeitures and the likelihood of the achievement of certain performance targets.

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The assumptions used in calculating the fair value of stock-based compensation awards and the associated periodic expense represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors 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 periodic stock-based compensation expense may need to be adjusted which could be materially different from what has been recorded in the current period.

Restructuring and other accruals — We may record accruals for severance costs, costs associated with excess facilities that we have leased, contract terminations, asset impairments, the integration of acquired businesses, and other costs as a result of on-going actions we undertake to streamline our organization, reposition certain businesses and reduce ongoing costs, or acquire other companies. 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 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 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.


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RESULTS OF OPERATIONS

Overall Results

The following tables summarize the changes in selected income and expense lines in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands):

 
Three Months Ended September 30, 2013
 
Three Months Ended September 30, 2012
 
Income
Increase
(Decrease)
$
 
Increase
(Decrease)
%
Total revenues
$
410,705

 
$
374,406

 
$
36,299

 
10
 %
Costs and expenses:
 

 
 

 
 

 
 

Cost of services and product development
161,735

 
151,143

 
(10,592
)
 
(7
)
Selling, general and administrative
181,546

 
164,888

 
(16,658
)
 
(10
)
Depreciation
7,258

 
6,301

 
(957
)
 
(15
)
Amortization of intangibles
1,351

 
1,362

 
11

 
1

Acquisition and integration charges
72

 
944

 
872

 
92

Operating income
58,743

 
49,768

 
8,975

 
18

Interest expense, net
(2,124
)
 
(2,209
)
 
85

 
4

Other income (expense), net
5

 
(748
)
 
753

 
>100

Provision for income taxes
18,430

 
15,436

 
(2,994
)
 
(19
)
Net income
$
38,194

 
$
31,375

 
$
6,819

 
22
 %
 
Nine Months Ended September 30, 2013
 
Nine Months Ended September 30, 2012
 
Income
Increase
(Decrease)
$
 
Increase
(Decrease)
%
Total revenues
1,263,506

 
$
1,141,059

 
$
122,447

 
11
 %