GARTNER INC [IT] Filings

10-Q 1 it-20240630.htm 10-Q it-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
			For the quarterly period ended June 30, 2024
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-14443

Gartner, Inc.

(Exact name of Registrant as specified in its charter)


Delaware									04-3099750
(State or other jurisdiction of									(I.R.S. Employer
incorporation or organization)									Identification Number)

P.O. Box 10212									06902-7700
56 Top Gallant Road									(Zip Code)
Stamford,
Connecticut
(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 964-0096

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


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

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of July 26, 2024, 77,059,514 shares of the registrant’s common shares were outstanding.

Table of Contents


			Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 2024 and December 31, 2023			3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023			4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024 and 2023			5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023			6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023			7
Notes to Condensed Consolidated Financial Statements			8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			27
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			39
ITEM 4. CONTROLS AND PROCEDURES			40
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			41
ITEM 1A. RISK FACTORS			41
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			41
ITEM 5. OTHER INFORMATION			41
ITEM 6. EXHIBITS			43

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)


	June 30,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	1,235,785	$	1,318,999
Fees receivable, net of allowances of $9,000 for both periods	1,404,321		1,601,228
Deferred commissions	320,687		380,479
Prepaid expenses and other current assets	147,922		127,180

Total current assets	3,108,715		3,427,886
Property, equipment and leasehold improvements, net	258,450		262,718
Operating lease right-of-use assets	339,805		366,809
Goodwill	2,934,222		2,937,260
Intangible assets, net	455,021		501,958
Other assets	334,496		339,288
Total Assets	$	7,430,709	$	7,835,919
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	835,287	$	1,127,604
Deferred revenues	2,626,511		2,640,515
Current portion of long-term debt	—		9,600

Total current liabilities	3,461,798		3,777,719
Long-term debt, net of deferred financing fees	2,457,872		2,448,696
Operating lease liabilities	471,553		513,406
Other liabilities	392,827		415,464
Total Liabilities	6,784,050		7,155,285
Stockholders’ Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82
Additional paid-in capital	2,421,835		2,320,289
Accumulated other comprehensive loss, net	(81,653)		(76,331)
Accumulated earnings	5,179,385		4,739,292
Treasury stock, at cost, 86,106,177 and 85,264,526 common shares, respectively	(6,872,990)		(6,302,698)
Total Stockholders’ Equity	646,659		680,634
Total Liabilities and Stockholders’ Equity	$	7,430,709	$	7,835,919

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Revenues:
Research	$	1,265,992	$	1,207,885	$	2,534,164	$	2,425,076
Conferences	186,084		168,897		256,153		233,539
Consulting	142,984		126,403		277,669		253,439
Total revenues	1,595,060		1,503,185		3,067,986		2,912,054
Costs and expenses:
Cost of services and product development	513,314		487,418		972,755		922,557
Selling, general and administrative	712,071		680,168		1,401,904		1,337,258
Depreciation	27,594		23,712		53,911		47,608
Amortization of intangibles	22,940		22,901		45,930		45,636
Acquisition and integration charges	358		1,973		818		3,341
Gain from sale of divested operation	—		3,906		—		(135,410)
Total costs and expenses	1,276,277		1,220,078		2,475,318		2,220,990
Operating income	318,783		283,107		592,668		691,064
Interest expense, net	(19,990)		(24,558)		(39,209)		(51,949)
Gain on event cancellation insurance claims	—		—		—		3,077

Other income, net	504		5,575		5,395		3,209
Income before income taxes	299,297		264,124		558,854		645,401
Provision for income taxes	69,749		66,081		118,761		151,575
Net income	$	229,548	$	198,043	$	440,093	$	493,826

Net income per share:
Basic	$	2.95	$	2.50	$	5.64	$	6.22
Diluted	$	2.93	$	2.48	$	5.60	$	6.17
Weighted average shares outstanding:
Basic	77,816		79,285		78,078		79,368
Diluted	78,288		79,820		78,651		80,015

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Net income	$	229,548	$	198,043	$	440,093	$	493,826
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(2,967)		6,932		(12,674)		8,764
Interest rate swaps – net change in deferred gain or loss	3,649		3,818		7,250		7,652
Pension plans – net change in deferred actuarial loss	51		33		102		67
Other comprehensive income (loss), net of tax	733		10,783		(5,322)		16,483
Comprehensive income	$	230,281	$	208,826	$	434,771	$	510,309

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited; in thousands)


Three and Six Months Ended June 30, 2024
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2023	$	82	$	2,320,289	$	(76,331)	$	4,739,292	$	(6,302,698)	$	680,634
Net income	—		—		—		210,545		—		210,545
Other comprehensive income	—		—		(6,055)		—		—		(6,055)
Issuances under stock plans	—		2,712		—		—		5,360		8,072
Common share repurchases (including excise tax)	—		—		—		—		(225,522)		(225,522)
Stock-based compensation expense	—		50,500		—		—		—		50,500
Balance at March 31, 2024	$	82	$	2,373,501	$	(82,386)	$	4,949,837	$	(6,522,860)	$	718,174
Net income	—		—		—		229,548		—		229,548
Other comprehensive loss	—		—		733		—		—		733
Issuances under stock plans	—		8,587		—		—		(2,161)		6,426
Common share repurchases (including excise tax)	—		—		—		—		(347,969)		(347,969)
Stock-based compensation expense	—		39,747		—		—		—		39,747
Balance at June 30, 2024	$	82	$	2,421,835	$	(81,653)	$	5,179,385	$	(6,872,990)	$	646,659


Three and Six Months Ended June 30, 2023
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2022	$	82	$	2,179,604	$	(101,610)	$	3,856,826	$	(5,707,104)	$	227,798
Net income	—		—		—		295,783		—		295,783
Other comprehensive loss	—		—		5,700		—		—		5,700
Issuances under stock plans	—		(2,141)		—		—		9,520		7,379
Common share repurchases	—		—		—		—		(108,850)		(108,850)
Stock-based compensation expense	—		45,048		—		—		—		45,048
Balance at March 31, 2023	$	82	$	2,222,511	$	(95,910)	$	4,152,609	$	(5,806,434)	$	472,858
Net income	—		—		—		198,043		—		198,043
Other comprehensive loss	—		—		10,783		—		—		10,783
Issuances under stock plans	—		4,313		—		—		1,586		5,899
Common share repurchases (including excise tax)	—		—		—		—		(133,310)		(133,310)
Stock-based compensation expense	—		32,233		—		—		—		32,233
Balance at June 30, 2023	$	82	$	2,259,057	$	(85,127)	$	4,350,652	$	(5,938,158)	$	586,506

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Six Months Ended
	June 30,
	2024		2023
Operating activities:
Net income	$	440,093	$	493,826
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	99,841		93,244
Stock-based compensation expense	90,247		77,281
Deferred taxes	3,091		(16,153)
Gain from sale of divested operation	—		(135,410)
Loss on impairment of lease related assets	527		18,727
Reduction in the carrying amount of operating lease right-of-use assets	32,167		35,357
Amortization and write-off of deferred financing fees	2,548		2,330
Gain on de-designated swaps	(5,038)		(5,101)
Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net	172,907		294,569
Deferred commissions	55,063		54,053
Prepaid expenses and other current assets	(22,525)		(18,667)
Other assets	(28,533)		(30,738)
Deferred revenues	15,935		36,704
Accounts payable and accrued and other liabilities	(297,523)		(299,561)
Cash provided by operating activities	558,800		600,461
Investing activities:
Additions to property, equipment and leasehold improvements	(52,027)		(46,694)
Acquisition of business	(2,000)		—
Proceeds from sale of divested operation	—		156,057

Cash (used in) provided by investing activities	(54,027)		109,363
Financing activities:
Proceeds from employee stock purchase plan	14,460		13,240


Payments of deferred financing fees	(2,972)		—
Proceeds from revolving credit facility	274,400		—

Payments on long-term debt	(274,400)		(3,600)
Purchases of treasury stock	(564,717)		(238,372)
Cash used in financing activities	(553,229)		(228,732)
Net (decrease) increase in cash and cash equivalents and restricted cash	(48,456)		481,092
Effects of exchange rates on cash and cash equivalents	(35,358)		(6,263)
Cash and cash equivalents and restricted cash, beginning of period	1,319,599		698,599
Cash and cash equivalents and restricted cash, end of period	$	1,235,785	$	1,173,428

See the accompanying notes to Condensed Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.

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

Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2023.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three and six months ended June 30, 2024 may not be indicative of the results of operations for the remainder of 2024 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

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

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

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

Cash and cash equivalents and restricted cash. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands).


	June 30,		December 31,
	2024		2023
Cash and cash equivalents	$	1,235,785	$	1,318,999
Restricted cash classified in (1):
Prepaid expenses and other current assets	—		600

Cash and cash equivalents and restricted cash	$	1,235,785	$	1,319,599

(1)Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying acquisition agreement. During the

three months ended June 30, 2024,the Company paid $0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

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

Gain on event cancellation insurance claims. In February 2023, the Company received $3.1 million of proceeds related to 2020 event cancellation insurance claims. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Accounting standards issued but not yet adopted. The FASB has issued accounting standards that have not yet become effective as of June 30, 2024 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods. The standards and their potential impacts are discussed below.

Income Taxes— In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU No. 2023-09”). The amendments in this ASU are expected to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires entities to enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information. Companies will need to disaggregate the disclosure of income taxes paid (net of refunds received) by federal, state, and foreign taxes on an annual basis. Additionally, on an annual basis, companies would disclose income taxes paid disaggregated by individual jurisdiction using a quantitative threshold of 5% of total income taxes paid. Public business entities would also be required to provide, on an annual basis, rate reconciliation information by specific categories, including state and local income tax, the effect of cross-border tax laws, foreign tax effects, changes in prior year unrecognized tax benefits, and tax credits, among others. Additionally, some categories would then require disaggregation based on a quantitative threshold of 5%. The foreign tax effect category requires disaggregation by both jurisdiction and nature. The ASU also requires additional qualitative disclosures. All public entities will be required to report income tax information in accordance with the new guidance starting in annual periods beginning after December 15, 2024. The Company expects this ASU to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Segment Reporting— In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements in Reportable Segment Disclosures (“ASU No. 2023-07”). The amendments in the ASU are expected to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss. The amendments in the ASU require that a public company provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under ASC 280 in interim periods. The amendments in the ASU also require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss. The amendments in the ASU, among other items, also requires that a public company disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU applies to all public entities that are required to report segment information in accordance with Topic 280. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023 and for interim periods within annual periods beginning after December 15, 2024. The Company expects this ASU to only impact its disclosures with no impacts to the Company’s results of operations, cash flows, and financial condition.

Note 2 — Acquisition and Divestiture

Acquisition

In September 2023, the Company acquired 100% of a formerly independent sales agent of Gartner research products in the Czech Republic for an aggregate purchase price of $7.9 million, including cash acquired and deferred consideration. During the

six months ended June 30, 2024, the Company paid $2.0 million of deferred consideration. The allocation of the purchase price is preliminary with respect to certain tax matters.

Divestiture

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $161.1 million net of post-close adjustments. The Company recorded pre-tax gains of $135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations during the six months ended June 30, 2023. TalentNeuron was included in the Company’s Research segment.

Note 3 — Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then a quantitative impairment test is performed. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the estimates are subject to uncertainty.

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2023 that indicated no impairment. Subsequent to completing the 2023 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the six months ended June 30, 2024 (in thousands).


	Research		Conferences		Consulting		Total
Balance at December 31, 2023 (1)	$	2,657,549	$	183,997	$	95,714	$	2,937,260


Foreign currency translation impact	(2,789)		(43)		(206)		(3,038)
Balance at June 30, 2024 (1)	$	2,654,760	$	183,954	$	95,508	$	2,934,222

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

Finite-Lived Intangible Assets

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


June 30, 2024	Customer Relationships		Technology-related		Other		Total
Gross cost at December 31, 2023	$	1,077,183	$	11,200	$	10,200	$	1,098,583



Foreign currency translation impact	(2,110)		—		—		(2,110)
Gross cost	1,075,073		11,200		10,200		1,096,473
Accumulated amortization (1)	(623,426)		(11,200)		(6,826)		(641,452)
Balance at June 30, 2024	$	451,647	$	—	$	3,374	$	455,021


December 31, 2023	Customer Relationships		Technology-related		Other		Total
Gross cost	$	1,077,183	11,200		$	10,200	$	1,098,583
Accumulated amortization (1)	(580,937)		(9,333)		(6,355)		(596,625)
Balance at December 31, 2023	$	496,246	$	1,867	$	3,845	$	501,958

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

Amortization expense related to finite-lived intangible assets was $22.9 million during both the three months ended June 30, 2024 and 2023, and $45.9 million and $45.6 million during the six months ended June 30, 2024 and 2023, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).


2024 (remaining six months)	$	44,054
2025	81,308
2026	78,634
2027	78,026
2028	76,554
Thereafter	96,445
	$	455,021

Note 4 — Revenue and Related Matters

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

By Primary Geographic Market (1)


Three Months Ended June 30, 2024
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	832,719	$	131,119	$	90,943	$	1,054,781
Europe, Middle East and Africa	287,650		46,629		34,681		368,960
Other International	145,623		8,336		17,360		171,319
Total revenues	$	1,265,992	$	186,084	$	142,984	$	1,595,060

Three Months Ended June 30, 2023
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	812,724	$	123,243	$	76,413	$	1,012,380
Europe, Middle East and Africa	258,255		38,803		33,865		330,923
Other International	136,906		6,851		16,125		159,882
Total revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185

Six Months Ended June 30, 2024
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	1,667,940	$	179,209	$	169,482	$	2,016,631
Europe, Middle East and Africa	575,193		56,957		71,283		703,433
Other International	291,031		19,987		36,904		347,922
Total revenues	$	2,534,164	$	256,153	$	277,669	$	3,067,986

Six Months Ended June 30, 2023
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	1,622,123	$	172,018	$	153,388	$	1,947,529
Europe, Middle East and Africa	526,912		48,010		66,803		641,725
Other International	276,041		13,511		33,248		322,800
Total revenues	$	2,425,076	$	233,539	$	253,439	$	2,912,054

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

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents.

By Timing of Revenue Recognition


Three Months Ended June 30, 2024
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,187,626	$	—	$	106,584	$	1,294,210
Transferred at a point in time (2)	78,366		186,084		36,400		300,850
Total revenues	$	1,265,992	$	186,084	$	142,984	$	1,595,060

Three Months Ended June 30, 2023
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,113,328	$	—	$	103,921	$	1,217,249
Transferred at a point in time (2)	94,557		168,897		22,482		285,936
Total revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185


Six Months Ended June 30, 2024
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	2,369,894	$	—	$	215,171	$	2,585,065
Transferred at a point in time (2)	164,270		256,153		62,498		482,921
Total revenues	$	2,534,164	$	256,153	$	277,669	$	3,067,986

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

(1)Research revenues in this category are recognized in connection with performance obligations that are satisfied over time using a time-elapsed output method to measure progress. Consulting revenues in this category are recognized over time using costs incurred to date relative to total estimated costs at completion.

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

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2024 was approximately $5.6 billion. The Company expects to recognize $1.8 billion, $2.7 billion and $1.1 billion of this revenue (most of which pertains to Research) during the remainder of 2024, the year ending December 31, 2025 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

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


	June 30,		December 31,
	2024		2023
Assets:
Fees receivable, gross (1)	$	1,413,321	$	1,610,228
Contract assets recorded in Prepaid expenses and other current assets (2)	$	29,773	$	28,791

Contract liabilities:
Deferred revenues (current liability) (3)	$	2,626,511	$	2,640,515
Non-current deferred revenues recorded in Other liabilities (3)	25,082		33,490
Total contract liabilities	$	2,651,593	$	2,674,005

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

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

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

The Company recognized revenue of $1.2 billion during both the three months ended June 30, 2024 and 2023, and $1.7 billion and $1.6 billion during the six months ended June 30, 2024 and 2023, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts primarily consisted of Research revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods. During each of the three and six months ended June 30, 2024 and 2023, the Company did not record any material impairments related to its contract assets.

Note 5 — Computation of Earnings Per Share

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Numerator:
Net income used for calculating basic and diluted income per share	$	229,548	$	198,043	$	440,093	$	493,826
Denominator:
Weighted average common shares used in the calculation of basic income per share	77,816		79,285		78,078		79,368
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	472		535		573		647
Shares used in the calculation of diluted income per share	78,288		79,820		78,651		80,015
Basic income per share	$	2.95	$	2.50	$	5.64	$	6.22
Diluted income per share	$	2.93	$	2.48	$	5.60	$	6.17

(1)Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive. These anti-dilutive outstanding awards associated with stock-based compensation plans was approximately 0.1 million for both the three and six months ended June 30, 2024 and approximately 0.2 million for both the three and six months ended June 30, 2023.

Note 6 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of June 30, 2024, the Company had 5.6 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc. Long-Term Incentive Plan as amended and restated in June 2023 (the “Plan”).

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Award type	2024		2023		2024		2023
Stock appreciation rights	$	3.0	$	3.1	$	7.6	$	5.6
Restricted stock units	36.4		28.9		82.0		71.1
Common stock equivalents	0.3		0.3		0.6		0.6
Total (1)	$	39.7	$	32.3	$	90.2	$	77.3


	Three Months Ended				Six Months Ended
	June 30,				June 30,
Expense category line item	2024		2023		2024		2023
Cost of services and product development	$	15.3	$	12.7	$	34.8	$	31.0
Selling, general and administrative	24.4		19.6		55.4		46.3
Total (1)	$	39.7	$	32.3	$	90.2	$	77.3

(1)Includes costs of $18.4 million and $13.1 million during the three months ended June 30, 2024 and 2023, respectively, and $49.0 million and $39.9 million during the six months ended June 30, 2024 and 2023, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.

Note 7 — Segment Information

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

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

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

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

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

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


Three Months Ended June 30, 2024	Research		Conferences		Consulting		Consolidated
Revenues	$	1,265,992	$	186,084	$	142,984	$	1,595,060
Gross contribution	933,121		108,112		53,719		1,094,952
Corporate and other expenses							(776,169)
Operating income							$	318,783

Three Months Ended June 30, 2023	Research		Conferences		Consulting		Consolidated
Revenues	$	1,207,885	$	168,897	$	126,403	$	1,503,185
Gross contribution	885,282		98,450		47,321		1,031,053
Corporate and other expenses							(747,946)
Operating income							$	283,107


Six Months Ended June 30, 2024	Research		Conferences		Consulting		Consolidated
Revenues	$	2,534,164	$	256,153	$	277,669	$	3,067,986
Gross contribution	1,877,690		131,367		108,006		2,117,063
Corporate and other expenses							(1,524,395)
Operating income							$	592,668

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

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Total segment gross contribution	$	1,094,952	$	1,031,053	$	2,117,063	$	2,008,163
Costs and expenses:
Cost of services and product development - unallocated (1)	13,206		15,286		21,832		18,666
Selling, general and administrative	712,071		680,168		1,401,904		1,337,258
Depreciation and amortization	50,534		46,613		99,841		93,244
Acquisition and integration charges	358		1,973		818		3,341
Gain from sale of divested operation	—		3,906		—		(135,410)
Operating income	318,783		283,107		592,668		691,064
Interest expense and other, net	(19,486)		(18,983)		(33,814)		(48,740)
Gain on event cancellation insurance claims	—		—		—		3,077

Less: Provision for income taxes	69,749		66,081		118,761		151,575
Net income	$	229,548	$	198,043	$	440,093	$	493,826

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

Note 8 — Debt

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


	June 30,		December 31,
Description	2024		2023
2024 Credit Agreement - Revolving facility (1), (2)	$	274,400	$	—
2020 Credit Agreement - Term loan facility	—		274,400
2020 Credit Agreement - Revolving credit facility	—		—
4.50% Senior Notes due 2028 (“2028 Notes”)	800,000		800,000
3.625% Senior Notes due 2029 (“2029 Notes”)	600,000		600,000
3.75% Senior Notes due 2030 (“2030 Notes”)	800,000		800,000
Other (3)	5,000		5,000
Principal amount outstanding (4)	2,479,400		2,479,400
Less: deferred financing fees (5)	(21,528)		(21,104)
Net balance sheet carrying amount	$	2,457,872	$	2,458,296

(1)The contractual annualized interest rate as of June 30, 2024 on the 2024 Credit Agreement was 6.725%, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 5.375% plus a margin of 1.350%. However, the Company has an interest rate swap contract that effectively converts the floating SOFR on outstanding amounts to a fixed base rate.

(2)The Company had approximately $0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of June 30, 2024.

(3)Consists of a State of Connecticut economic development loan originated in 2019 with a 10-year maturity and bears interest at a fixed rate of 1.75%. This loan may be repaid at any time by the Company without penalty.

(4)The weighted average annual effective rate on the Company’s outstanding debt for the three and six months ended June 30, 2024, including the effects of its interest rate swaps discussed below, was 5.03% and 5.02%, respectively.

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

2024 Credit Agreement

On March 26, 2024, the Company entered into a Credit Agreement (the “2024 Credit Agreement”) among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).

The 2024 Credit Agreement provides for a $1.0 billion senior unsecured five-year revolving facility. The facility may be increased, at the Company’s option and under certain conditions, by up to an additional $750 million in the aggregate. The facility may be used for revolving loans, and up to $75.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and re-borrowed until March 26, 2029, at which time all amounts borrowed must be repaid, subject to customary extension mechanics.

On March 26, 2024, the Company borrowed $274.4 million under the 2024 Credit Agreement. The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement. Additional amounts borrowed under the 2024 Credit Agreement will be used for working capital needs and general corporate purposes of the Company and its subsidiaries, including the funding of acquisitions and investments, payment of capital expenditures and the repurchase of shares.

Interest under the revolving facility accrues, at a variable rate, based on, at our option, (i) the Secured Overnight Funding Rate (“SOFR”) plus a credit spread adjustment of 0.10% or (ii) an alternate base rate (“Base Rate”) plus, in each case, an applicable margin, and is payable monthly. The applicable margin ranges between 1.125% and 1.75%, depending on the lower rate determined by either the Company’s leverage ratio or the credit rating of the Company’s senior unsecured debt. At June 30, 2024, the applicable all-in margin on the revolving facility was 1.35% (including the credit spread adjustment). The commitment fee payable on the unused portion of the facility is equal to between 0.125% and 0.25% based on utilization of the facility. The Company has also agreed to pay customary letter of credit fees.

The 2024 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio and covenants limiting the Company’s ability to grant liens, make acquisitions, be acquired and the ability of the Company’s subsidiaries to incur indebtedness. Subsidiaries of the Company are not required to guarantee obligations under the facility, unless such subsidiaries guarantee indebtedness in excess of a threshold set out in the 2024 Credit Agreement, subject to certain limitations and exceptions.

The 2024 Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, material 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 allows the lenders to terminate their obligations to lend under the 2024 Credit Agreement and could result in the acceleration of the Company’s obligations under the facility.

2029 Notes

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

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

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

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2029 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2029 Notes was issued.

2030 Notes

On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030.

The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2030 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2030 Notes was issued.

2028 Notes

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

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

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

On March 26, 2024, in connection with the closing of the 2024 Credit Agreement and as a result of the termination of the 2020 Credit Agreement, the Company’s subsidiaries that guaranteed the Company’s 2028 Notes were released from their guarantee obligations with respect to the Notes, in accordance with the terms of the indenture pursuant to which the 2028 Notes was issued.

2020 Credit Agreement

Prior to entering into the 2024 Credit Agreement, the Company had a credit facility that provided for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contained certain customary restrictive loan covenants, including, among others, financial covenants that applied a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. On March 26, 2024, concurrently with the Company’s entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement and repaid all amounts outstanding.

Interest Rate Swap

As of June 30, 2024, the Company had one fixed-for-floating interest rate swap contract with a notional value of $350.0 million that matures in September 2025. Under the contract, the Company pays a base fixed rate of 2.98% and in return receives a floating Term SOFR base rate on 30-day notional borrowings.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swap are recorded in Other income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of June 30, 2024, $22.6 million is remaining in Accumulated other comprehensive loss, net. See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at June 30, 2024 and December 31, 2023. See Note 12 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps.

Note 9 — Equity

Share Repurchase Authorization

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an aggregate additional $3.5 billion of the Company’s common stock during 2021, 2022, and 2023. As of June 30, 2024, $487.8 million remained available under the share repurchase program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Number of shares repurchased (1)	778,575		423,833		1,268,309		751,513
Cash paid for repurchased shares (in thousands) (2)	$	339,593	$	131,522	$	564,717	$	238,372

(1)The average purchase price for repurchased shares was $442.60 and $312.95 for the three months ended June 30, 2024 and 2023, respectively, and $449.19 and $321.34 for the six months ended June 30, 2024 and 2023, respectively. The repurchased shares during the three and six months ended June 30, 2024 and 2023 included purchases for both open market purchases and stock-based compensation award settlements.

(2)The cash paid for repurchased shares during the six months ended June 30, 2024 excluded $5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024 and excise tax accrued. The cash paid for repurchased shares during the six months ended June 30, 2023 excluded $3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023 and excise tax accrued. The cash paid for repurchased shares during the three months ended June 30, 2024 excluded $5.0 million of open market purchases with trade dates in June 2024 that settled in July 2024 and excise tax accrued. The cash paid for repurchased shares during the three months ended June 30, 2023 included $2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023, and excluded $3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023 and excise tax accrued.

Accumulated Other Comprehensive Loss, net (“AOCL”)

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

Three Months Ended June 30, 2024


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – March 31, 2024	$	(20,561)	$	(5,680)	$	(56,145)	$	(82,386)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		(2,967)		(2,967)
Reclassifications from AOCL to income (2), (3)	3,649		51		—		3,700
Other comprehensive income (loss), net	3,649		51		(2,967)		733
Balance – June 30, 2024	$	(16,912)	$	(5,629)	$	(59,112)	$	(81,653)

Three Months Ended June 30, 2023


	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – March 31, 2023	$	(35,414)	$	(4,213)	$	(56,283)	$	(95,910)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		6,932		6,932
Reclassifications from AOCL to income (2), (3)	3,818		33		—		3,851
Other comprehensive income (loss), net	3,818		33		6,932		10,783
Balance – June 30, 2023	$	(31,596)	$	(4,180)	$	(49,351)	$	(85,127)


Six Months Ended June 30, 2024
	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2023	$	(24,162)	$	(5,731)	$	(46,438)	$	(76,331)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		(12,674)		(12,674)
Reclassifications from AOCL to income (2), (3)	7,250		102		—		7,352
Other comprehensive income (loss), net	7,250		102		(12,674)		(5,322)
Balance – June 30, 2024	$	(16,912)	$	(5,629)	$	(59,112)	$	(81,653)

Six Months Ended June 30, 2023

Interest Rate
Swaps

Defined
Benefit
Pension Plans

Foreign
Currency
Translation
Adjustments