Gartner, Inc. (IT, NYSE)
Industry: Information Technology Services
Annual report, fiscal year 2013


Gartner delivers the technology-related insights necessary for our clients to make the right decisions, every day. 2013 Annual Report






# Dear Shareholders:



Gene Hall
Chief Executive Officer



Chris Lafond
Chief Financial Officer

## Contents

Letter to Shareholders
The Numbers: Highlights
Investor Relations
Notice of Meeting
Proxy Statement
2013 Annual Report on Form 10-K
Board of Directors

The digital world is upon us. Powerful technology forces — social computing, mobility, cloud, information and the “Internet of Things” — are transforming every industry and every enterprise at a relentless pace. In the digital world, every budget is an IT budget, every company is a technology company and every business leader must be a digital leader.

Executives in the digital world know they have two choices: Build an enterprise that leads, or get left behind. And they know they need help.

Gartner is the pre-eminent organization at the center of IT and innovation. Our clients — from chief information officers (CIOs), IT leaders and digital leaders across an organization, to IT professionals on the front lines — depend on us for the insight and advice they need to determine where and how to successfully leverage technology to accomplish their business objectives. We have 1,475 research analysts and consultants advising thousands of IT executives and professionals every year. We cut through the complexities of IT to deliver valuable insights to organizations of every shape and size, across all geographies and in every industry.

## Our Consistent, Winning Strategy for Growth

Technology is one of the most important drivers of improvement and competitive advantage for virtually every institution in the world. This is why we have such a vast market opportunity. While we have an impressive client base, we believe we have captured only a small percentage of our potential opportunity.



To continue capturing this expansive opportunity, we have a consistent, proven strategy for growth. The fundamentals of our winning strategy are:

• Create extraordinary research insight.

• Deliver innovative and highly differentiated product offerings.

• Build strong sales capability.

• Provide world-class client service.

• Continuously improve operational effectiveness.

Successful execution of our strategy enables us to deliver consistent, double-digit growth year in and year out.

## A Positive Record of Sustained Results

During 2013, the macroeconomic environment remained challenging. Despite this backdrop, we delivered consistent, sustained success. For the full year 2013, we generated $1.8 billion of revenue, an increase of 11% year over year, excluding the impact of foreign exchange. Full-year free cash flow was $280 million, up 18% over 2012. Diluted earnings per share was $1.93, compared to $1.73 in 2012, an increase of 12%. Cash provided by operating activities grew to $316 million.

We’re proud of our results and we’re not standing still. We continue to build our capabilities and we’re getting better, stronger and faster every year. Regardless of the macroeconomic environment in the coming years, we’re more capable and better prepared, and we will perform at even higher levels.

## Business Segment Review

Gartner Research, our largest and most profitable business, closed another record-breaking year with reported revenue of $1.3 billion, an increase of 12% year over year excluding the impact of foreign exchange. We closed 2013 with reported contract value (a key indicator of future revenue and profitability) of $1.4 billion, the highest reported contract value in Gartner history.
Gartner Consulting produced revenue of $314 million in 2013. We closed the year with $106 million of backlog, our leading indicator of future growth in this segment. Gartner Consulting is aligned to the critical key initiatives addressed by Gartner Research, enabling us to leverage our core competencies, methodologies and tools to provide customized solutions to our clients' top priorities.

Gartner Events remains strong and again outperformed expectations for the year. Our flagship event, Gartner Symposium/ITxpo, drove record attendance. In total, the 64 events we held in 2013 generated revenue of $199 million, up 15% over 2012 excluding foreign exchange impact, and attracted nearly 45,000 attendees. Our events business is the leading global IT conference provider, enabling IT and supply chain professionals around the world to experience our research, interact with our analysts and meet with technology providers — all in a single forum.

## Consistent Execution for Long-Term Results

Gartner closed 2013 with great momentum. Our results highlight the success of our winning business strategy and the tremendous value we bring to our clients. The Gartner brand, the extraordinary research insights we deliver through world-class products and services, and our vast, untapped market opportunity put us in an excellent position for sustained double-digit growth.

We have an ongoing effort to continuously improve and innovate across all aspects of our business. We continue to invest in areas that will enable us to capture more of a global market in which enterprises increasingly need our help with challenging technology issues.

Gartner is the strongest company it has ever been. On behalf of everyone at Gartner, we thank you for your support.



Gene Hall
Chief Executive Officer



Chris Lafond
Chief Financial Officer



## The Numbers: Highlights

Segment Revenue 2013
($ in millions)



## Research Contract Value
($ in millions)



## Comparison of Five-Year Cumulative Total Return

Among Gartner, Inc., the S&P Midcap 400 Index and a Peer Group

The graph compares the cumulative five-year total return attained by shareholders on Gartner, Inc. common stock relative to the cumulative total returns of the S&P Midcap 400 index, and a customized peer group of two companies that includes Forrester Research Inc. and The Corporate Executive Board Company. The graph tracks the performance of a $100 investment in Gartner, Inc. common stock, in the peer group, and the index (with the reinvestment of all dividends) from 12/31/2008 to 12/31/2013.






<table><tr><td>(In thousands, except per share, employee and research client organization data)</td><td></td><td></td><td></td><td colspan="3">Year ended December 31,</td></tr><tr><td></td><td>2013</td><td>2012</td><td>2011</td><td>2010</td><td>2009</td><td></td></tr><tr><td>STATEMENT OF OPERATIONS DATA</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Total revenues</td><td>$ 1,784,213</td><td>$ 1,615,808</td><td>$ 1,468,588</td><td>$ 1,288,454</td><td>$ 1,139,800</td><td></td></tr><tr><td>Net income</td><td>182,801</td><td>165,903</td><td>136,902</td><td>96,285</td><td>82,964</td><td></td></tr><tr><td>Diluted income per common share</td><td>$ 1.93</td><td>$ 1.73</td><td>$ 1.39</td><td>$ 0.96</td><td>$ 0.85</td><td></td></tr><tr><td>Weighted average shares outstanding (diluted)</td><td>94,830</td><td>95,842</td><td>98,846</td><td>99,834</td><td>97,549</td><td></td></tr><tr><td>Common shares outstanding at year-end</td><td>91,966</td><td>93,361</td><td>93,343</td><td>95,989</td><td>95,878</td><td></td></tr><tr><td>CASH FLOW DATA</td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Operating cash flows</td><td>$ 315,654</td><td>$ 279,813</td><td>$ 255,566</td><td>$ 205,499</td><td>$ 161,937</td><td></td></tr></table>

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>BALANCE SHEET DATA</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 423,990</td><td>$ 299,852</td><td>$ 142,739</td><td>$ 120,181</td><td>$ 116,574</td></tr><tr><td>Current assets</td><td>1,084,882</td><td>927,466</td><td>705,785</td><td>621,102</td><td>557,825</td></tr><tr><td>Total assets</td><td>1,783,582</td><td>1,621,277</td><td>1,379,872</td><td>1,285,658</td><td>1,215,279</td></tr><tr><td>Current liabilities</td><td>1,159,923</td><td>1,070,000</td><td>921,137</td><td>811,152</td><td>898,173</td></tr><tr><td>Total debt</td><td>205,000</td><td>205,000</td><td>200,000</td><td>220,156</td><td>329,000</td></tr><tr><td>Total liabilities</td><td>1,422,266</td><td>1,314,604</td><td>1,198,088</td><td>1,098,602</td><td>1,102,744</td></tr><tr><td>Stockholders&#x27; equity</td><td>$ 361,316</td><td>$ 306,673</td><td>$ 181,784</td><td>$ 187,056</td><td>$ 112,535</td></tr><tr><td>STATISTICAL DATA</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Research contract value</td><td>$ 1,423,179</td><td>$ 1,262,865</td><td>$ 1,115,801</td><td>$ 977,710</td><td>$ 784,443</td></tr><tr><td>Research client organizations</td><td>14,099</td><td>13,305</td><td>12,427</td><td>11,601</td><td>10,492</td></tr><tr><td>Consulting backlog</td><td>$ 106,130</td><td>$ 102,718</td><td>$ 100,564</td><td>$ 100,839</td><td>$ 90,891</td></tr><tr><td>Employees</td><td>$ 5,997</td><td>5,468</td><td>4,975</td><td>4,461</td><td>4,015</td></tr></table>



## Investor Relations

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

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

• Account information
• Lost certificates

• Transfer instructions
• Direct share registration

• Change of address

You can call our transfer agent at:
+1 800 937 5449 (toll-free; U.S. shareholders only)
+1 718 921 8124 (non-U.S. shareholders)

You can also write our transfer agent and registrar at:
American Stock Transfer & Trust Company, LLC
Shareholder Relations
59 Maiden Lane – Plaza Level
New York, NY 10038
USA
info@amstock.com

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

## Contact Information

To contact Gartner Investor Relations, call +1 203 316 6537 or send a fax to +1 203 316 6525. We can be contacted during East Coast business hours to answer investment-oriented questions about Gartner.

In addition, you can write us at:
Gartner Investor Relations
56 Top Gallant Road
P.O. Box 10212
Stamford, CT 06904-2212
USA

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

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



# Gartner \( ^{®} \) 

April 15, 2014

Dear Stockholder:

On behalf of the Board of Directors and Management of Gartner, Inc., I invite you to attend our 2014 Annual Meeting of Stockholders to be held on Thursday, May 29, 2014, at 10 a.m. local time, at our corporate headquarters at 56 Top Gallant Road, Stamford, Connecticut.

Details of the business to be conducted at the meeting are given in the Notice of Annual Meeting of Stockholders and Proxy Statement which follow this letter.

We have mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2013 Annual Report to Stockholders and our 2014 Proxy Statement online, how to request a paper copy of these materials and how to vote on the three management Proposals put before you this year. In addition, by following the additional instructions in the Proxy Statement, stockholders may request proxy materials electronically by email or in printed form by mail on an ongoing basis.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares, regardless of the number of shares you hold, by utilizing the voting options available to you as described in the Proxy Statement.

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

We look forward to seeing you at the meeting.

Sincerely,



Eugene A. Hall

Chief Executive Officer



## NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date: Thursday, May 29, 2014

Time: 10:00 a.m. local time

Location: 56 Top Gallant Road
Stamford, Connecticut 06902

Matters To Be Voted On: (1) Election of nine members of our Board of Directors;
(2) Advisory approval of the Company’s executive compensation;
(3) Approval of 2014 Long - Term Incentive Plan; and
(4) Ratification of the appointment of KPMG LLP as our independent auditor for 2014.

Record Date: April 3, 2014 – You are eligible to vote if you were a stockholder of record on this date.

Voting Methods: By Internet – go to “www.proxyvote.com” and follow instructions
By Telephone – call 1-800-690-6903, 24 hours a day, and follow instructions
By Mail – if you received your proxy materials by mail, complete and sign your proxy card and return in enclosed envelope or mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, N.Y. 11717
In Person – attend the Annual Meeting and vote in person

Importance Of Vote: Submit a proxy as soon as possible to ensure that your shares are represented. If your shares are held in “street name,” we urge you to instruct your broker how to vote your shares.

Voting promptly will insure that we have a quorum at the meeting and will save us additional proxy solicitation expenses.

By Order of the Board of Directors,

Lum V. Burb

Lewis G. Schwartz
Corporate Secretary
Stamford, Connecticut
April 15, 2014



## TABLE OF CONTENTS

GENERAL INFORMATION 1
The Annual Meeting and Proposals 1
Information Concerning Proxy Materials and the Voting of Proxies 1
THE BOARD OF DIRECTORS 4
General Information About Our Board of Directors 4
Majority Vote Standard 5
Compensation of Directors 6
Director Compensation Table 6
CORPORATE GOVERNANCE 7
Director Independence 7
Board Leadership Structure 7
Risk Oversight 7
Board and Committee Meetings and Annual Meeting Attendance 8
Committees Generally and Charters 8
Audit Committee 8
Compensation Committee 9
Governance/Nominating Committee 9
Director Stock Ownership Guidelines 10
Code of Ethics 10
PROPOSAL ONE: ELECTION OF DIRECTORS 11
Nominees for Election to the Board of Directors 11
Recommendation of Our Board 11
EXECUTIVE OFFICERS 12
General Information About Our Executive Officers 12
COMPENSATION DISCUSSION & ANALYSIS 14
Executive Summary 14
Compensation Setting Process for 2013 18
Compensation Tables and Narrative Disclosures 24
Summary Compensation Table 24
Other Compensation Table 25
Grants of Plan-Based Awards Table 26
Employment Agreements With Executive Officers 27
Potential Payments Upon Termination or Change in Control 29
Outstanding Equity Awards at Fiscal Year-End Table 31
Option Exercises and Stock Vested Table 32
Non-Qualified Deferred Compensation Table 32

Equity Compensation Plan Information 33
Other Compensation Policies and Information 34
Executive Stock Ownership Guidelines 34
Clawback Policy 34
Hedging and Pledging Policies 34
Accounting and Tax Impact 34
Grant of Equity Awards 34
Compensation Committee Report 35
PROPOSAL TWO: ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION
Recommendation of Our Board 36
PROPOSAL THREE: APPROVAL OF GARTNER, INC. 2014 LONG - TERM INCENTIVE PLAN
Highlights of the 2014 Plan 37
Purpose of the 2014 Plan 37
Administration and Operation 38
General Terms and Eligibility 38
Shares Available for Issuance 38
Types and General Terms of Awards 39
Other Provisions 41
Federal Income Tax Consequences 42
Plan Benefits 43
Recommendation of Our Board 43
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 44
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 45
TRANSACTIONS WITH RELATED PERSONS 45
PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR 46
Principal Accountant Fees and Services 46
Audit Committee Report 47
Recommendation of Our Board 47
MISCELLANEOUS 47
Stockholder Communications 47
Available Information 47
Process for Submission of Stockholder Proposals for Our 2015 Annual Meeting 48
Annual Report 48
APPENDIX A – GARTNER, INC. 2014 LONG - TERM INCENTIVE PLAN 49



# PROXY STATEMENT

# For the Annual Meeting of Stockholders to be held on May 29, 2014

# GENERAL INFORMATION

## The Annual Meeting and Proposals

The 2014 Annual Meeting of Stockholders of Gartner, Inc. will be held on Thursday, May 29, 2014, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders and described in greater detail below. This Proxy Statement and form of proxy, together with our 2013 Annual Report to Stockholders, are being furnished in connection with the solicitation by the Board of Directors of proxies to be used at the meeting and any adjournment of the meeting, and are first being made available to our stockholders on or around April 15, 2014. We will refer to your company in this Proxy Statement as “we”, “us”, the “Company” or “Gartner.” The three proposals to be considered and acted upon at the Annual Meeting, which are described in more detail in this Proxy Statement, are:

• Election of nine nominees to our Board of Directors;

• Advisory approval of the Company’s executive compensation;

• Approval of the 2014 Long - Term Incentive Plan; and

• Ratification of the appointment of KPMG LLP as our independent auditor for the 2014 fiscal year.

Management does not intend to present any other items of business and is not aware of any matters other than those set forth in this Proxy Statement that will be presented for action at the 2014 Annual Meeting of Stockholders. However, if any other matters properly come before the Annual Meeting, the persons designated by the Company as proxies may vote the shares of Common Stock they represent in their discretion.

## Information Concerning Proxy Materials and the Voting of Proxies

## Why Did You Receive a Notice Regarding Availability of Proxy Materials?

Securities and Exchange Commission (SEC) rules allow companies to furnish proxy materials to their stockholders via the Internet. This “e-proxy” process expedites stockholders’ receipt of proxy materials, while significantly lowering the costs and reducing the environmental impact of our annual meeting. Accordingly, on April 15, 2014, we mailed to our stockholders a notice regarding the availability of proxy materials (the “Notice”). If you received a Notice, you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access our proxy materials for the Annual Meeting on a website, how to request a printed copy of proxy materials and how to vote your shares. We expect to shortly mail paper copies of our proxy materials to certain stockholders who have already elected to receive printed materials.

## How Can You Get Electronic Access to Proxy Materials?

The Notice provides instructions regarding how to view our proxy materials for the Annual Meeting online. As explained in greater detail in the Notice, to view the proxy materials and vote, you will need to visit: www.proxyvote.com and have available your 12-digit Control number(s) located on your Notice.

## How Can You Request Paper or Email Copies of Proxy Materials?

If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. If you want to receive paper or email copies of the proxy materials, you must request them. There is no charge for requesting a copy. To facilitate timely delivery, please make your request on or before May 15, 2014. To request paper or e-mail copies, stockholders can go to www.proxyvote.com, call 1-800-579-1639 or send an email to sendmaterial@proxyvote.com. Please note that if you request materials by email, send a blank email with your 12-digit Control number(s) (located on your Notice) in the subject line.



## How Can You Sign Up to Receive Future Proxy Materials Electronically?

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

## Who Can Vote at the Annual Meeting?

Only stockholders of record at the close of business on April 3, 2014 (the “Record Date”) may vote at the Annual Meeting. As of the Record Date, there were 90,223,998 shares of our common stock, par value $.0005 per share (“Common Stock”) outstanding and eligible to be voted. Treasury shares are not voted.

## How Can You Vote?

You may vote using one of the following methods:

• Internet. You may vote on the Internet up until 11:59 PM Eastern Time on May 28, 2014 by going to the website for Internet voting on the Notice or your proxy card (www.proxyvote.com) and following the instructions on your screen. Have your Notice or proxy card available when you access the web page. If you vote by the Internet, you should not return your proxy card.

• Telephone. You may vote by telephone by calling the toll-free telephone number on your proxy card (1-800-690-6903), 24 hours a day and up until 11:59 PM Eastern Time on May 28, 2014, and following prerecorded instructions. Have your proxy card available when you call. If you vote by telephone, you should not return your proxy card.

• Mail. If you received your proxy materials by mail, you may vote by mail by marking the enclosed proxy card, dating and signing it, and returning it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, N.Y. 11717.

• In Person. You may vote your shares in person by attending the Annual Meeting and submitting your proxy at the meeting.

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

## How to Revoke Your Proxy or Change Your Vote

A later vote by any means will cancel an earlier vote. You can revoke your proxy or change your vote before your proxy is voted at the Annual Meeting by:

• giving written notice of revocation to: Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, Connecticut 06904-2212; or

• submitting another timely proxy by the Internet, telephone or mail; or

• attending the Annual Meeting to vote in person. If your shares are held in the name of a bank, broker or other holder of record, to vote at the Annual Meeting you must obtain a proxy executed in your favor from your bank, broker or other holder of record and bring it to the Annual Meeting in order to vote. Attendance at the Annual Meeting will not, by itself, revoke your prior proxy.

## How Many Votes You Have

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

## If Your Shares Are Held in “Street Name,” How Will Your Broker Vote?

Holders of shares held in brokerage or “street name” accounts should be aware of voting rules that will affect whether their shares will be voted on the Proposals submitted at the meeting. Under applicable New York Stock Exchange (NYSE) rules relating to the discretionary voting of proxies by brokers, brokers are not permitted to vote shares with respect to the election of directors, executive compensation and equity plans without instructions from the beneficial owner. However, brokers will still be able to vote shares held in brokerage accounts with respect to the ratification of the appointment of an independent registered public accounting firm, even if they do not receive instructions from the beneficial owner. Therefore, holders of shares held in brokerage or street name accounts are advised that, if they do not timely provide instructions to their broker, their shares will not be voted in connection with Proposals One, Two and Three. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given.

## Quorum

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



## Votes Required

Proposal One: Each nominee must receive more “FOR” votes than “AGAINST” votes to be elected. Any nominee who fails to achieve this threshold must tender his or her resignation from the Board.

Proposals Two, Three and Four: The affirmative “FOR” vote of a majority of the votes cast is required to approve Proposal Two - the advisory approval of the Company’s executive compensation, Proposal Three – the approval of the Gartner, Inc. 2014 Long - Term Incentive Plan, and Proposal Four - the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

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

## What Are the Recommendations of the Board?

The Board of Directors recommends that you vote:

FOR the election of the nine nominees to our Board of Directors

FOR the advisory approval of the Company’s executive compensation

FOR the approval of the Gartner, Inc. 2014 Long - Term Incentive Plan

FOR the ratification of the appointment of KPMG LLP as our independent auditor for fiscal 2014.

## Who Is Distributing Proxy Materials and Bearing the Cost of the Solicitation?

This solicitation of proxies is being made by the Board of Directors and we will bear the entire cost of this solicitation, including costs associated with mailing the Notice and related internet access to proxy materials, the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy card, and any additional solicitation material that we may provide to stockholders. Gartner will request brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others to solicit proxies from these persons and will pay the costs associated with such activities. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic mail and other means by our directors, officers and employees. No additional compensation will be paid to these individuals for any such services. We have also retained Georgeson Inc. to assist with the solicitation of proxies at an anticipated cost of $6,500 which will be paid by the Company.

## Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Form 8-K filed with the SEC within four business days after the Annual Meeting, which will also be available on our investor relations website – www.investor.gartner.com.

## Who Can Answer Your Questions?

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



# THE BOARD OF DIRECTORS

## General Information about our Board of Directors

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

Each member of our Board has been nominated for re-election at the 2014 Annual Meeting. See Proposal One – Election of Directors on page 11. Set forth below are the name, age, principal occupation for the last five years, public company board experience, selected additional biographical information and period of service as a director of the Company of each director, as well as a summary of each director’s experience, qualifications and background which, among other factors, support their respective qualifications to continue to serve on our Board.

Michael J. Bingle, 42, has been a director since October 2004. Mr. Bingle is a Managing Partner and Managing Director of Silver Lake, a private equity firm that he joined in January 2000. Prior thereto, he was a principal with Apollo Management, L.P., a private equity firm, and an investment banker at Goldman, Sachs & Co. He is a director of Interactive Data Corporation as well as several private companies that are portfolio companies of Silver Lake, and a former director of TD Ameritrade Holding. Mr. Bingle's investing, investment banking and capital markets expertise, coupled with his extensive working knowledge of Gartner (a former Silver Lake portfolio company), its financial model and core financial strategies, provide valuable perspective and guidance to our Board and Governance Committee, and qualify him to continue to serve as director.

Richard J. Bressler, 56, has been a director since February 2006. Mr. Bressler presently serves as President and Chief Financial Officer of CC Media Holdings, Inc. and Clear Channel Communications, Inc., and as Chief Financial Officer of Clear Channel Holdings, Inc. Prior to joining Clear Channel, he served as Managing Director of Thomas H. Lee Partners, L.P., a private equity firm, from 2006 to July 2013. From May 2001 through 2005, Mr. Bressler was Senior Executive Vice President and Chief Financial Officer of Viacom Inc. Prior to joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive of Time Warner Digital Media and as Executive Vice President and Chief Financial Officer of Time Warner Inc. Before joining Time Warner Inc., Mr. Bressler was a Partner with Ernst & Young. Mr. Bressler is a director of The Nielsen Company B.V., CC Media Holdings, Inc., and America Media Operations, Inc., and he serves on the audit committee of America Media Operations, Inc. He is a former director of Warner Music Group Corp. He is also a Board Observer of Univision Communications, Inc. and a member of the JP Morgan Chase National Advisory Board. Mr. Bressler qualifies as an audit committee financial expert, and his extensive financial and operational roles at large U.S. public companies bring a wealth of management, financial, accounting and professional expertise to our Board and Audit Committee, and qualify him to continue to serve as director.

Raul E. Cesan, 66, has been a director since February 2012. Since 2001, Mr. Cesan has been the Founder and Managing Partner of Commercial Worldwide LLC, an investment firm. Prior thereto, he spent 25 years at Schering – Plough Corporation, serving in various capacities of substantial responsibility: the President and Chief Operating Officer (from 1998 to 2001); Executive Vice President of Schering-Plough Corporation and President of Schering-Plough Pharmaceuticals (from 1994 – 1998); President of Schering Laboratories, U.S. Pharmaceutical Operations (from 1992 to 1994); and President of Schering – Plough International (from 1988 to 1992). Mr. Cesan is also a director of The New York Times Company. Mr. Cesan’s extensive operational and international experiences provide valuable guidance to our Board and Compensation Committee and qualify him to continue to serve as director.

Karen E. Dykstra, 55, has been a director since July 2007. Since November 2013, she has served as Chief Financial and Administrative Officer, and since September 2012 she served as Chief Financial Officer, of AOL, Inc. From January 2007 until December 2010, Ms. Dykstra was a Partner of Plainfield Asset Management LLC (“Plainfield”), and she served as Chief Operating Officer and Chief Financial Officer of Plainfield Direct LLC, Plainfield’s business development company, from May 2006 to 2010, and as a director from 2007 to 2010. Prior thereto, she spent over 25 years with Automatic Data Processing, Inc., serving most recently as Chief Financial Officer from January 2003 to May 2006, and prior thereto as Vice President – Finance, Corporate Controller and in other capacities. Ms. Dykstra is a former director of Crane Co. and AOL, Inc. Ms. Dykstra qualifies as an audit committee financial expert, and her extensive management, financial, accounting and oversight experience provide important expertise to our Board and Audit Committee, and qualify her to continue to serve as director.

Anne Sutherland Fuchs, 66, has been a director since July 1999. She served as Group President, Growth Brands Division, Digital Ventures, a division of J.C. Penney Company, Inc., from November 2010 until April 2012. She also served as Chair of the Commission on Women’s Issues for New York City during the Bloomberg Administration, a position she held from 2002 through 2013. Previously, Ms. Fuchs served as a consultant to companies on branding and digital initiatives, and as a senior executive with



operational responsibility at LVMH Moët Hennessy Louis Vuitton, Phillips de Pury & Luxembourg and several publishing companies, including Hearst Corporation, Conde Nast, Hachette and CBS. Ms. Fuchs is also a director of Pitney Bowes Inc. Ms. Fuchs' executive management, content and branding skills plus operations expertise, her knowledge of government operations and government partnerships with the private sector, and her keen interest and knowledge of diversity, governance and executive compensation matters provide important perspective to our Board and its Governance and Compensation Committees, and qualify her to continue to serve as director.

William O. Grabe, 75, has been a director since April 1993. Mr. Grabe is an Advisory Director of General Atlantic LLC, a global private equity firm. Prior to joining General Atlantic in 1992, Mr. Grabe was a Vice President and Corporate Officer of IBM Corporation. Mr. Grabe is presently a director of Compuware Corporation and Lenovo Group Limited as well as private companies that are portfolio companies of General Atlantic. He is a former director of Infotech Enterprises Limited and Patni Computer Systems Ltd. Mr. Grabe’s extensive senior executive experience, his knowledge of business operations and his vast knowledge of the global information technology industry have made him a valued member of the Board and Governance Committee, and qualify him to continue to serve as director.

Eugene A. Hall, 57, has been our Chief Executive Officer and a director since August 2004. Prior to joining Gartner, Mr. Hall was a senior executive at Automatic Data Processing, Inc., a Fortune 500 global technology and service company, serving most recently as President, Employers Services Major Accounts Division, a provider of human resources and payroll services. Prior to joining ADP in 1998, Mr. Hall spent 16 years at McKinsey & Company, most recently as Director. As Gartner’s CEO, Mr. Hall is responsible for developing and executing on the Company’s operating plan and business strategies in consultation with the Board of Directors and for driving Gartner’s business and financial performance, and, therefore, is qualified to continue to serve as the principal management representative on the Board.

Stephen G. Pagliuca, 59, has served as a director from July 1990 (except for a six month hiatus beginning in late 2009 when he entered the Massachusetts U.S. Senate race). Mr. Pagliuca is a Managing Director of Bain Capital Partners, LLC and is also a Managing Partner and an owner of the Boston Celtics basketball franchise. Mr. Pagliuca joined Bain & Company in 1982, and founded the Information Partners private equity fund for Bain Capital in 1989. Prior to joining Bain, Mr. Pagliuca worked as a senior accountant and international tax specialist for Peat Marwick Mitchell & Company in the Netherlands. Mr. Pagliuca is a director of several private companies that are portfolio companies of Bain Capital, and a former director of Burger King Holdings, Inc., HCA, Inc. (Hospital Corporation of America), Quintiles Transnational Corporation and Warner Chilcott PLC. Mr. Pagliuca has served on our Board since Gartner first became a public company (except during his recent run for public office). He has deep subject matter knowledge of Gartner’s history, the development of its business model and the global information technology industry, as well as financial and accounting matters, all of which provide valuable guidance to the Board and qualify him to continue to serve as director.

James C. Smith, 74, has been a director since October 2002 and Chairman of the Board since August 2004. Until its sale in 2004, Mr. Smith was Chairman of the Board of First Health Group Corp., a national health benefits company. He also served as First Health’s Chief Executive Officer from January 1984 through January 2002 and President from January 1984 to January 2001. Mr. Smith is a director of various private companies. Mr. Smith’s long-time expertise and experience as the founder, senior-most executive and chairman of the board of a successful large public company provides a unique perspective and insight into management and operational issues faced by the Board, Audit Committee and our CEO. This experience, coupled with Mr. Smith’s personal leadership qualities, qualify him to continue to serve as director, and as Chairman of the Board.

## Majority Vote Standard

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



## Compensation of Directors

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

<table><tr><td>Annual Director Retainer Fee:</td><td>$60,000 per director and an additional $100,000 for our non-executive Chairman of the Board, payable in arrears in four equal quarterly installments, on the first business day of each quarter. These amounts are paid in common stock equivalents (CSEs) granted under the Company’s 2003 Long-Term Incentive Plan (“2003 Plan”), except that a director may elect to receive up to 50% of this fee in cash. The CSEs convert into Common Stock on the date the director’s continuous status as a director terminates, unless the director elects accelerated release as provided in the 2003 Plan. The number of CSEs awarded is determined by dividing the aggregate director fees owed for a quarter (other than any amount payable in cash) by the closing price of the Common Stock on the first business day following the close of that quarter.</td></tr><tr><td>Annual Committee Chair Fee:</td><td>$10,000 for the chair of our Governance Committee and $15,000 for the chairs of our Audit and Compensation Committees. Amounts are payable in the same manner as the Annual Fee.</td></tr><tr><td>Annual Committee Member Fee:</td><td>$7,500 for our Governance Committee members, $10,000 for our Compensation Committee members and $15,000 for our Audit Committee members. Committee chairs receive both a committee chair fee and a committee member fee. Amounts are payable in the same manner as the Annual Fee.</td></tr><tr><td>Annual Equity Grant:</td><td>$200,000 in value of restricted stock units (RSUs), awarded annually on the date of the Annual Meeting. The number of RSUs awarded is determined by dividing $200,000 by the closing price of the Common Stock on the award date. The restrictions lapse one year after grant subject to continued service as director through that date.</td></tr></table>

## Director Compensation Table

This table sets forth compensation earned or paid in cash, and the grant date fair value of equity awards made, to our non-management directors on account of services rendered as a director in 2013. Mr. Hall receives no compensation for service as director.

<table><tr><td>Name</td><td>Fees Earned Or Paid in Cash (\()(1)</td><td>Stock Awards (\)) (2)</td><td>Total ($)</td></tr><tr><td>Michael J. Bingle</td><td>70,208</td><td>188,333</td><td>258,541</td></tr><tr><td>Richard J. Bressler</td><td>81,667</td><td>188,333</td><td>270,000</td></tr><tr><td>Raul E. Cesan</td><td>63,750</td><td>188,333</td><td>252,083</td></tr><tr><td>Karen E. Dykstra</td><td>68,750</td><td>188,333</td><td>257,083</td></tr><tr><td>Anne Sutherland Fuchs</td><td>83,125</td><td>188,333</td><td>271,458</td></tr><tr><td>William O. Grabe</td><td>70,208</td><td>188,333</td><td>258,241</td></tr><tr><td>Steven G. Pagliuca</td><td>55,833</td><td>188,333</td><td>244,166</td></tr><tr><td>James C. Smith</td><td>168,750</td><td>188,333</td><td>357,083</td></tr></table>

(1) Includes amounts earned in 2013 and paid in cash and/or common stock equivalents (CSEs) on account of the Annual Director Retainer Fee, Annual Committee Chair Fee and/or Annual Committee Member Fee, described above. All fees were increased in July 2013 with effect from May 30, 2013, the date of the 2013 Annual Meeting. Accordingly, fees earned reflect adjusted fees pro rata from May 30, 2013. Does not include reimbursement for meeting attendance fees.

(2) Represents the grant date value of an annual equity award computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, consisting of 3,275 restricted stock units (RSUs) that vest on May 30, 2014, one year from the date of the 2013 Annual Meeting, subject to continued service through that date. The award was increased from $130,000 to $200,000 in July 2013, and a $70,000 true up award, pro rata from May 30, 2013, the date of the 2013 Annual Meeting, was made on August 6, 2013. Accordingly, the number of RSUs awarded was calculated by dividing $130,000 by the closing price of our Common Stock on May 30, 2013 ($57.32) and $58,333 by the closing price of our Common Stock on August 6, 2013 ($57.87).



# CORPORATE GOVERNANCE

Gartner is committed to maintaining strong corporate governance practices. Our Board Principles and Practices (the “Board Guidelines”) are reviewed periodically and revised in light of legal, regulatory or other developments, as well as emerging best practices, by our Governance Committee and Board.

## Director Independence

Our Board Guidelines require that our Board be comprised of a majority of directors who meet the criteria for independence from management set forth by the New York Stock Exchange (“NYSE”) in its corporate governance listing standards.

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

Utilizing all of these criteria, as well as all relevant facts and circumstances, the Board annually assesses the independence from management of all non-management directors and committee members by reviewing the commercial, financial, familial, employment and other relationships between each director and the Company, its auditors and other companies that do business with Gartner.

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

- all non-management directors (Michael Bingle, Richard Bressler, Raul Cesan, Karen Dykstra, Anne Sutherland Fuchs, William Grabe, Stephen Pagliuca and James Smith) are independent under the NYSE listing standards;

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

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

## Board Leadership Structure

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

## Risk Oversight

The Board of Directors, together with management, oversees risk at Gartner. The Company's strategic objectives and activities are presented by executive management to the Board and approved annually and more frequently as necessary.

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

The Compliance function also reports directly to the Audit Committee on a quarterly basis concerning the state of the Company’s legal and ethical compliance program and initiatives, hotline activities, litigation matters and findings of the Disclosure Controls Committee.



The Company maintains internal controls and procedures over financial reporting, as well as enterprise wide internal controls, that are updated and tested annually by management and our independent auditors. Any internal control deficiencies and the status of remediation efforts likewise are reported to the Audit Committee on a quarterly basis.

## Risk Assessment of Compensation Policies and Practices

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

## Board and Committee Meetings and Annual Meeting Attendance

Our Board held four meetings during 2013. During 2013, all of our directors attended 100% of all Board and committee meetings held during the periods in which such director served as a director and/or committee member. At each regular quarterly Board and committee meeting, time is set aside for the non-management directors to meet in executive session without management present. James C. Smith, our non-executive Chairman of the Board, presides over these executive sessions at the Board meetings, and each committee chairperson presides over the executive sessions at their respective committee meetings. Directors are not required, but are invited, to attend the Annual Meeting of Stockholders. In 2013, Mr. Hall and other executive officers of the Company attended the Annual Meeting of Stockholders.

## Committees Generally and Charters

As noted above, our Board has three standing committees: Audit, Compensation and Governance/Nominating, and all committee members have been determined by our Board to be independent under applicable standards. Our Board of Directors has approved a written charter for each committee which is reviewed annually and revised as appropriate. The table below provides 2013 committee information for each Board Committee:

<table><tr><td>Name</td><td>Audit</td><td>Compensation</td><td>Governance/Nominating</td></tr><tr><td>Michael J. Bingle</td><td></td><td>X</td><td>X</td></tr><tr><td>Richard J. Bressler</td><td>X (Chair)</td><td></td><td></td></tr><tr><td>Raul E. Cesan</td><td></td><td>X</td><td></td></tr><tr><td>Karen E. Dykstra</td><td>X</td><td></td><td></td></tr><tr><td>Anne Sutherland Fuchs</td><td></td><td>X (Chair)</td><td>X</td></tr><tr><td>William O. Grabe</td><td></td><td></td><td>X (Chair)</td></tr><tr><td>Stephen G. Pagliuca</td><td></td><td></td><td></td></tr><tr><td>James C. Smith</td><td>X</td><td></td><td></td></tr><tr><td>Meetings Held in 2013:</td><td>5</td><td>5</td><td>4</td></tr></table>

## Audit Committee

Gartner has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. Our Board has determined that both Ms. Dykstra and Mr. Bressler qualify as audit committee financial experts, as defined by the rules of the SEC, and that all members have the requisite accounting or related financial management expertise and are financially literate as required by the NYSE corporate governance listing standards.

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

• the integrity of the Company’s financial statements;

- the Company’s compliance with legal and regulatory requirements;

- the independent auditor’s qualifications and independence; and

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

Additionally, the Committee:

- is directly responsible for the appointment, compensation and oversight of our independent auditors;

• approves the engagement letter describing the scope of the annual audit;

• approves fees for audit and non-audit services;

- provides an open avenue of communication among the independent auditors, the Risk and Internal Audit functions, management and the Board;



- resolves disagreements, if any, between management and the independent auditors regarding financial reporting for the purpose of issuing an audit report in connection with our financial statements; and

• prepares the Audit Committee Report required by the SEC and included in this Proxy Statement on page 40 below.

The independent auditors report directly to the Audit Committee. By meeting with independent auditors and internal auditors, and operating and financial management personnel, the Audit Committee oversees matters relating to accounting standards, policies and practices, any changes thereto and the effects of any changes on our financial statements, financial reporting practices and the quality and adequacy of internal controls. Additionally our Internal Audit and Compliance function report directly to the Audit Committee. After each Audit Committee meeting, the Committee meets separately with the independent auditors and separately with the internal auditors, without management present.

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

## Compensation Committee

The Compensation Committee has responsibility for administering and approving all elements of compensation for the Chief Executive Officer and other executive officers. It also approves, by direct action or through delegation, all equity awards, grants, and related actions under the provisions of our equity plan, and administers the plan. The Compensation Committee is also responsible for:

- participating in the evaluation of CEO performance (with the input and oversight of the Governance Committee and the Chairman of the Board);

• approving the peer group established for executive compensation benchmarking purposes;

• evaluating the independence of all compensation committee advisers; and

• providing oversight in connection with company-wide compensation programs.

The Committee reviewed and approved the Compensation Discussion and Analysis contained in this Proxy Statement, recommended its inclusion herein (and in our 2013 Annual Report on Form 10-K) and issued the related report to stockholders as required by the SEC (see Compensation Committee Report on page 35 below).

Exequity LLP (“Exequity”) was been retained by the Committee to provide information, analyses, and advice to the Compensation Committee during various stages of 2013 executive compensation planning. Exequity reports directly to the Compensation Committee chair. In the course of conducting its activities, Exequity attended meetings of the Committee and briefed the Compensation Committee on executive compensation trends generally.

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

All of the decisions with respect to determining the amount or form of executive compensation under the Company’s executive compensation programs are made by the Committee alone and may reflect factors and considerations other than the information and advice provided by its consultants. Please refer to the Compensation Discussion & Analysis beginning on page 14 for a more detailed discussion of the Committee’s activities with respect to executive compensation.

Compensation Committee Interlocks and Insider Participation. During 2013, no member of the Compensation Committee served as an officer or employee of the Company, was formerly an officer of the Company or had any relationship with the Company required to be disclosed under Transactions With Related Persons below. Additionally, during 2013, no executive officer of the Company: (i) served as a member of the compensation committee (or full board in the absence of such a committee) or as a director of another entity, one of whose executive officers served on our Compensation Committee; or (ii) served as a member of the compensation committee (or full board in the absence of such a committee) of another entity, one of whose executive officers served on our Board.

## Governance/Nominating Committee

Our Governance/Nominating Committee (the “Governance Committee”), considers such matters as:

• the size, composition and organization of our Board;

- the independence of directors and committee members under applicable standards;



• our corporate governance policies, including our Board Principles and Practices;

- the criteria for membership as a director and the selection of nominees for election to the Board;

• committee assignments;

• the form and amount of director compensation;

- the performance evaluation of our CEO and management succession planning; and

• the annual Board and committee performance evaluations.

While the Governance Committee has not specified minimum qualifications for candidates it recommends, it will consider the qualifications, skills, expertise, qualities, diversity, age, availability and experience of all candidates that are presented for consideration. The Board utilizes a concept of diversity that extends beyond race, gender and national origin to encompass the viewpoints, professional experience and other individual qualities and attributes of candidates that will enable the Board to select candidates who are best able to carry out the Board’s responsibilities and complement the mix of talent and experience represented on the Board. In connection with its annual evaluation, the Board considers the appropriateness of the qualifications of existing directors given then current needs.

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

Director Candidates submitted by Stockholders: Stockholders wishing to recommend director candidates for consideration by the Governance Committee may do so by writing to the Chairman of the Governance/Nominating Committee, c/o Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904-2212, and indicating the recommended candidate's name, biographical data, professional experience and any other qualifications. In addition, stockholders wishing to propose candidates for election must follow our advance notice provisions. See Process for Submission of Stockholder Proposals for our 2015 Annual Meeting below.

## Director Stock Ownership Guidelines

The Board believes directors should have a financial interest in the Company. Accordingly, each director is required to own at least 10,000 shares of our Common Stock. New directors have three years from election or appointment to comply with the policy as follows: 25% within one year of election or appointment; 50% within two years of election or appointment; and 100% within three years of election or appointment. We permit directors to apply deferred and unvested equity awards towards satisfying these requirements. All of our directors are in compliance with these guidelines.

## Code of Ethics

Gartner has adopted a CEO & CFO Code of Ethics which applies to our Chief Executive Officer, Chief Financial Officer, controller and other financial managers, and a Code of Conduct, which applies to all Gartner officers, directors and employees. Annually, each officer and director affirms his or her compliance with the Code of Conduct. See Miscellaneous—Available Information below.



# PROPOSAL ONE:

# ELECTION OF DIRECTORS

## Nominees for Election to the Board of Directors

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

All of the nominees listed below are incumbent directors who have been nominated by the Governance Committee and Board for re-election, and have agreed to serve another term. For additional information about the nominees and their qualifications, please see General Information about our Board of Directors on page 4 above. If any nominee is unable or declines unexpectedly to stand for election as a director at the Annual Meeting, proxies will be voted for a nominee designated by the present Board to fill the vacancy. Each person elected as a director will continue to be a director until the 2015 Annual Meeting of Stockholders or a successor has been elected.

Michael J. Bingle
Richard J. Bressler
Raul E. Cesan
Karen E. Dykstra
Anne Sutherland Fuchs

William O. Grabe
Eugene A. Hall
Stephen G. Pagliuca
James C. Smith

## RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR management’s nine nominees for election to the Board of Directors.



# EXECUTIVE OFFICERS

## General Information about our Executive Officers

The following individuals were serving as our executive officers on April 1, 2014:

<table><tr><td>Name</td><td>Age as of date of Proxy Statement</td><td>Title</td></tr><tr><td>Eugene A. Hall</td><td>57</td><td>Chief Executive Officer &amp; Director</td></tr><tr><td>Kendall B. Davis</td><td>45</td><td>Senior Vice President, End User Programs</td></tr><tr><td>Alwyn Dawkins</td><td>48</td><td>Senior Vice President, Gartner Events</td></tr><tr><td>David Godfrey</td><td>43</td><td>Senior Vice President, Worldwide Sales</td></tr><tr><td>Darko Hrelic</td><td>57</td><td>Senior Vice President &amp; Chief Information Officer</td></tr><tr><td>Robin B. Kranich</td><td>43</td><td>Senior Vice President, Human Resources</td></tr><tr><td>Dale Kutnick</td><td>64</td><td>Senior Vice President</td></tr><tr><td>Christopher J. Lafond</td><td>48</td><td>Executive Vice President &amp; Chief Financial Officer</td></tr><tr><td>Lewis G. Schwartz</td><td>63</td><td>Senior Vice President, General Counsel &amp; Corporate Secretary</td></tr><tr><td>Peter Sondergaard</td><td>49</td><td>Senior Vice President, Research</td></tr><tr><td>Chris Thomas</td><td>42</td><td>Senior Vice President, Executive Programs</td></tr><tr><td>Per Anders Waern</td><td>52</td><td>Senior Vice President, Gartner Consulting</td></tr><tr><td>Michael Yoo</td><td>45</td><td>Senior Vice President, High Tech &amp; Telecom Programs</td></tr></table>

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

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

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

David Godfrey has been our Senior Vice President, Worldwide Sales, since April 2010. Most recently, Mr. Godfrey was the leader of Gartner’s North American field sales, and prior to this role, he led Gartner’s Europe, Middle East and Africa (EMEA) and the Americas inside sales organizations. Before joining Gartner in 1999 as a sales executive, David spent seven years in business development at Exxon Mobil.

Darko Hrelic has been our Senior Vice President & Chief Information Officer since January 2007. Prior to joining Gartner, he spent five years at Automatic Data Processing, Inc., most recently as Vice President and Chief Technology Officer in ADP’s Employers Services Division. Prior to joining ADP, Mr. Hrelic spent over 21 years at IBM, principally at the TJ Watson Research Center.

Robin B. Kranich has been our Senior Vice President, Human Resources, since May 2008. Prior thereto, she served as Senior Vice President, End User Programs and as Senior Vice President, Research Operations and Business Development. During her more than 18 years at Gartner, Ms. Kranich has held various additional roles, including Senior Vice President and General Manager of Gartner EXP, Vice President and Chief of Staff to Gartner’s president and various sales and sales management roles. Prior to joining Gartner in 1994, Ms. Kranich was part of the Technology Advancement Group at Marriott International.

Dale Kutnick is currently serving as Senior Vice President. His primary responsibility is designing and developing innovative advisory programs and services for senior business leaders to help them better manage and exploit information and technology and to drive business enablement. He served as Senior Vice President, Executive Programs from February 2007 to April 2013. Prior to February 2007, he served as Senior Vice President and Director of Research. Prior to joining Gartner in 2005, Mr. Kutnick was the co-



founder, Chairman of the Board and Research Director of Meta Group, Inc., where he spent 14 years. Prior to co-founding Meta, Mr. Kutnick was Executive Vice President, Research at Gartner, and Executive Vice President of Gartner Securities.

Christopher J. Lafond has been our Executive Vice President & Chief Financial Officer since 2003. Prior thereto, he served as Chief Financial Officer for Gartner’s North America and Latin America operations, Group Vice President and North American Controller, Director of Finance, Vice President of Finance and Assistant Controller. Prior to joining Gartner in 1995, Mr. Lafond was Senior Financial Planner at International Business Machines Corporation and an analyst in fixed-income asset management at J.P. Morgan Investment Management.

Lewis G. Schwartz has been our Senior Vice President, General Counsel & Corporate Secretary since 2001. Prior to joining Gartner, Mr. Schwartz was a partner with the law firm of Shipman & Goodwin LLP, serving on the firm’s management committee. Before joining Shipman & Goodwin, Mr. Schwartz was a partner with Schatz & Schatz, Ribicoff & Kotkin, an associate at Skadden, Arps, Slate, Meagher & Flom in New York City, and an assistant district attorney in New York County (Manhattan).

Peter Sondergaard has been our Senior Vice President, Research since 2004. During his 23 years at Gartner, Mr. Sondergaard has held various roles, including Head of Research for the Technology & Services Sector, Hardware & Systems Sector, Vice President and General Manager for Gartner Research EMEA. Prior to joining Gartner, Mr. Sondergaard was research director at International Data Corporation in Europe.

Chris Thomas has been our Senior Vice President, Executive Programs since April 2013. During his 14 years at Gartner, he has held various roles, most recently as Group Vice President, Sales, leading the Americas IT, Digital Marketing and Global Supply Chain sales groups. Prior to this role, he led the North America and Europe, Middle East and Africa (EMEA) Small and Medium Business sales organizations, in addition to a number of other roles, including sales operations and field sales leadership. Before joining Gartner, he spent seven years in procurement, sales and marketing at Exxon Mobil.

Per Anders Waern has been our Senior Vice President, Gartner Consulting since January 2008. Since joining Gartner in 1998, Mr. Waern has held senior consulting roles principally in EMEA, and served most recently as head of Gartner’s global core consulting team. Prior to joining Gartner, Mr. Waern led corporate IT strategy at Vattenfall in Sweden.

Michael Yoo has been our Senior Vice President, High Tech & Telecom Programs since May 2008. Prior to assuming this role, he played a lead role at Gartner in developing and launching new role-based products for both technology providers and CIOs as the head of product development for the High-Tech & Telecom Programs team. Prior to joining Gartner in 2006, he spent four years as a management consultant at McKinsey & Company, serving clients in the high-tech industry. He spent the first ten years of his career as a research physicist, leading nanotechnology research and development efforts at IBM Research, Philips Research and Bell Laboratories.



# COMPENSATION DISCUSSION & ANALYSIS

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

<table><tr><td>Executive</td><td>Title</td></tr><tr><td>Eugene A. Hall</td><td>Chief Executive Officer</td></tr><tr><td>Christopher J. Lafond</td><td>Executive Vice President &amp; Chief Financial Officer</td></tr><tr><td>Lewis G. Schwartz</td><td>Senior Vice President, General Counsel &amp; Corporate Secretary</td></tr><tr><td>Per Anders Waern</td><td>Senior Vice President, Gartner Consulting</td></tr><tr><td>Dale Kutnick</td><td>Senior Vice President</td></tr></table>

The CD&A is organized into four sections:

- The Executive Summary, which highlights our 2013 corporate performance, the importance of our Contract Value (herein “CV”) metric, our pay-for-performance approach and our compensation practices, all of which we believe are relevant to stockholders as they consider their votes on Proposal Two (advisory vote on executive compensation, or “Say-on-Pay”);

• The Compensation setting process and decisions for 2013;

- The Compensation Tables and narrative disclosures, which report and describe the compensation and benefit amounts paid to our NEOs in 2013; and

• Other compensation policies and related information.

## EXECUTIVE SUMMARY

2013 was another year of record achievements for Gartner:

- We achieved year-over-year CV, EBITDA \( ^{*} \) , Revenue and GAAP EPS growth of 12%, 10%, 11% and 12%, respectively, excluding the impact of foreign exchange.

• CV ended the year at a record $1,423 million. See discussion below.

• Five year CAGR for CV, EBITDA and GAAP EPS was11%, 10% and 14%.

- Our Common Stock rose 54% in 2013, as compared to our proxy peer group, the S&P 500 and NASDAQ, which rose 28%, 30% and 38%, respectively.

- Total stockholder return was 54%, 29% and 32% on a 1, 3 and 5 year basis, significantly out-performing the S&P 500 and NASDAQ indices for the corresponding periods, as well as our peer group selected for executive compensation planning.

• In 2013, we returned almost $197 million to our stockholders through our share repurchase program.

The charts on the following pages show CV and Revenue, EBITDA and GAAP EPS at each of fiscal years 2006 – 2013, and a Comparison of Gartner’s cumulative 6 – year total stockholder return as compared to the Peer Group, the S&P 500 and the NASDAQ indices.
















## Contract Value – A Key Long - Term Performance Metric for Gartner

Contract Value is the single most important performance metric to focus our executives on driving Long - Term success for our business and stockholders. Contract Value (“CV”) represents the value attributable to all of our subscription-related research products that recognize revenue on a ratable basis. CV 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.

CV is the appropriate measure of long – term performance due to the nature of our Research subscription business. Our Research business is our largest business segment (71.2% of 2013 gross revenues) with our highest margins (69% for 2013). Our Research client retention (82% in 2013) and retained contract value (98% wallet retention in 2013) are extremely high. Therefore, CV measures revenue that is highly likely to recur over a multi-year period.

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

## Key Attribute of our Executive Compensation Program is Pay for Performance

Our NEO compensation is heavily dependent upon achievement of corporate objectives and increased stockholder value. In 2013, target performance objectives for both executive bonus and equity were tied to achievement of the Company’s operating plan, which was based upon double digit growth in these objectives.

The key features of our executive compensation program are the following:

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

The remaining 30% of executive equity awards are in the form of stock appreciation rights which only have value if our stock price increases from the grant date price.

■ 90% percent of our CEO’s target executive compensation (81% in the case of our CFO and 75% in the case of our other executive officers) is in the form of incentive compensation (bonus and equity awards).

■ 80% of our CEO’s compensation is in the form of equity awards (not less than 59% in the case of other executive officers).

All equity awards vest over 4 years, which mitigates retention risk.

Earned equity awards may increase or decrease in value based upon stock price movement during the vesting period.



This compensation plan design has successfully motivated senior management to drive outstanding corporate performance since it was first implemented in 2006, as illustrated by the charts above.

## Our Compensation Best Practices

We believe that our compensation and related practices motivate our executives to achieve our operating plans, encourage retention, ensure that our executive officers execute our corporate strategy without taking undue risks and are consistent with prevailing “best practices” trends. These practices include the following:

• We have an independent Compensation Committee.

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

- Our executive compensation programs are subject to a thorough oversight process that entails Compensation Committee review and approval of program design and practices; benchmarking against external practices and peer group data; and advice from our compensation consultant.

• All executive officers are at will employees.

• Other than our CEO, no executive officer has an employment agreement.

- Our CEO’s employment agreement provides for a “double trigger” for severance benefits payable upon a change in control.

- We do not provide excise tax gross up payments in connection with change in control benefits or executive perquisites.

- Equity awards encourage retention and ensure that executive rewards align with stockholder value creation over the long-term with awards vesting 25% per year over 4 years, subject to continued employment on each vesting date.

- The potential annual payout on incentive compensation elements is limited to 2 times the target amounts for all executive officers, and is also subject to forfeiture if minimum targets are not met.

- Each year we assess the risk inherent in our compensation and benefit programs, both at the executive level and company-wide, and we have concluded that our programs do not create any unreasonable risks for the Company.

• Our 2014 Long -Term Incentive Plan prohibits:

o repricing stock options and surrendering outstanding options for the grant of a new option with a lower exercise price without stockholder approval;

☐ cash buyouts of underwater options or stock appreciation rights without stockholder approval; and

☐ granting options or stock appreciation rights with an exercise price less than the fair market value of the Company’s common stock on the date of grant.

• Our policy on the timing of equity award grants prohibits grants to executive officers during closed trading windows.

- In 2014, we adopted a clawback policy applicable to all executive incentive compensation (cash bonus and equity awards).

• We have robust stock ownership guidelines for our executive officers.

- Our insider trading policy prohibits hedging and pledging transactions in company securities and requires pre-clearance before any executive officer may engage in any transactions in our Common Stock.

- Our Code of Conduct mandates ethical and legal behavior standards for all employees, wherever located, and we seek annual affirmations of compliance from all employees, including executive officers and directors.



# COMPENSATION SETTING PROCESS FOR 2013

This discussion explains:

• the objectives of the Company’s compensation policies;

• what the compensation program is designed to reward;

• each element of compensation and why the Company chooses to pay each element;

• how the Company determines the amount (and, where applicable, the formula) for each element to pay; and

- how each compensation element and the Company’s decisions regarding that element fit into the Company’s overall compensation objectives and affect decisions regarding other elements.

## The Objectives of the Company’s Compensation Policies

The objectives of our compensation policies are threefold:

- to attract, motivate and retain highly talented, creative and entrepreneurial individuals by paying market-based compensation;

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

- to ensure that, as a public company, our compensation structure and levels are reasonable from a stockholder perspective.

## What the Compensation Program Is Designed to Reward

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

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

## Principal Compensation Elements and Objectives

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

<table><tr><td>Compensation Elements</td><td>Objectives</td></tr><tr><td>Base Salary</td><td>·Pay competitive salaries to attract and retain the executive talent necessary to develop and implement our corporate strategy and business plan·Appropriately reflect responsibilities of the position, experience of the executive and marketplace in which we compete for talent</td></tr><tr><td>Short-Term Incentive Compensation (cash bonuses)</td><td>·Motivate executives to generate outstanding performance and achieve or exceed annual operating plan·Align compensation with results</td></tr><tr><td>Long-Term Incentive Compensation (equity awards)</td><td>·Induce enhanced performance and promote retention·Align executive rewards with long-term stock price appreciation·Make executives stakeholders in the success of Gartner and thereby create alignment with stockholders</td></tr></table>



## How the Company Determines Executive Compensation

## In General

The Company set aggressive performance goals in planning 2013 executive compensation. In order for our executives to earn target compensation, the Company needed to exceed double digit growth in two key performance metrics, as discussed in greater detail below.

The Compensation Committee established performance objectives for short-term (bonus) and long-term (equity) incentive awards at levels that it believed would motivate performance and be adequately challenging. The target performance objectives were intended to compel the level of performance necessary to enable the Company to achieve its operating plan for 2013, despite an uncertain global economic environment.

As in prior years, the short- and long-term incentive compensation elements provided executives with opportunities to increase their total compensation package based upon the over-achievement of corporate performance objectives; similarly, in the case of under-achievement of corporate performance objectives, the value of these incentive elements would fall below their target value (with the possibility of total forfeiture of the short-term element and 70% of the long-term element), and total compensation would decrease correspondingly. We assigned greater weight to the long-term incentive compensation element, as compared to the salary and short-term elements, in order to promote decision-making that would deliver top corporate performance, align management to stockholder interests and retain executives. Potential or actual gains or losses from previously granted long-term awards did not impact decisions pertaining to the 2013 compensation elements or the 2013 aggregate executive compensation package.

Salary, short-term and long-term incentive compensation levels for executive officers (other than the CEO) are recommended by the CEO and subject to approval by the Compensation Committee. In formulating his recommendation to the Compensation Committee, the CEO undertakes a performance review of these executives and considers input from human resources personnel at the Company, input from the compensation consultant and external market data.

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

## Effect of Stockholder Advisory Vote, or Say on Pay

At the 2013 Annual Meeting, our Say on Pay proposal received the approval of 90.45% of our outstanding shares, and 99.39% of the shares voted. The Board has resolved to present Say on Pay proposals to stockholders on an annual basis, respecting the sentiment of our stockholders. The Company and the Compensation Committee will consider the results of this year’s advisory Say on Pay proposal in future executive compensation planning activities.

## Benchmarking

Executive compensation planning for 2013 began mid-year in 2012. Our Compensation Committee commissioned Exequity, an independent compensation consultant, to perform a competitive analysis of our executive compensation practices (the “Executive Compensation Review”). The independent compensation consultant’s findings were considered by the Compensation Committee and by management in planning our 2013 executive compensation program. The Executive Compensation Review reported comparative 2012 data pertaining to compensation paid to individuals occupying senior executive positions at other companies that operate within our industry and are of comparable size (the “Peer Group”).

The Peer Group for benchmarking purposes comprised a community of 15 publicly - traded high tech companies that approximate Gartner in size (in terms of revenues, market capitalization and number of employees) and with whom Gartner competes for executive talent. The Peer Group consisted of the following companies:

Adobe Systems Incorporated

IHS Inc.

Autodesk, Inc.

Intuit Inc

BMC Software Inc.

Moodys

Cadence Design Systems, Inc.

Nuance Communications, Inc.

Citrix Systems, Inc.

Parametric Technology Corporation

Compuware Corporation

Salesforce.com, Inc.

Dun & Bradstreet Corporation

VeriSign, Inc.

Equifax Inc.



Management and the Compensation Committee concluded that the Peer Group was appropriate for 2013 planning purposes given size, financial performance, labor market and operating comparability.

The Compensation Committee reviewed the  $ 25^{th} \) ,  $ 50^{th} \) , and  $ 75^{th} \)  percentile market data for the Peer Group in comparison to Gartner’s pay levels. The Committee reviewed the data without targeting an exact percentile; Gartner historically has performed above the Peer Group median and has paid above median total compensation, which is consistent with our pay for performance philosophy. In addition, it is our philosophy to pay a greater percentage of total compensation in long-term incentives rather than in short-term base salary and bonus.

The Executive Compensation Review disclosed the percentile rank, as compared to Peer Group median (50%), for Base Salary, Target Bonus, Long-Term Incentive award, and Total Target Compensation (total cash compensation (base salary and target bonus) plus long-term incentive award). The table below summarizes the competitive positioning of these elements from the Executive Compensation Review (by percentile) for our Chief Executive Officer, our Chief Financial Officer and our Named Executive Officers as a group as compared to the Peer Group data:

<table><tr><td>Officer</td><td>Base Salary</td><td>Target Bonus</td><td>Long-Term Incentive Award</td><td>Target Total Compensation (Base Salary, Target Bonus and Long-Term Incentive Award)</td></tr><tr><td>CEO</td><td>36%</td><td>26%</td><td>55%</td><td>51%</td></tr><tr><td>CFO</td><td>38%</td><td>13%</td><td>65%</td><td>65%</td></tr><tr><td>NEOs</td><td>14%</td><td>13%</td><td>40%</td><td>37%</td></tr></table>

In addition, the Compensation Committee considered survey data for positions other than the CEO and CFO to ensure a sufficient sampling of benchmark data for each position. Survey data is based upon 23 companies from the technology sector of comparable size to Gartner, with revenues ranging between $1 and $3 billion. For positions other than the CEO and CFO, Gartner’s remaining NEOs fell between the 50 \( ^{th} \)  and 75 \( ^{th} \)  percentile of the survey data for Target Total Compensation.

The Compensation Committee reviewed the pay levels being extended to each of our NEOs in relation to both the Peer Group data and survey data (per the Executive Compensation Review) and approved a 7% merit increase for all NEO’s (other than Mr. Hall) across all elements of executive compensation in order to remain competitive in the market place and to bring NEO target total compensation closer to the Peer median. Mr. Hall received a 3% increase which was consistent with the Company-wide merit increase in 2013.

## Executive Compensation Elements Generally

## Pay Mix

The following pie charts illustrate the relative mix of target compensation elements for NEOs. Long-term incentive compensation consists of performance-based restricted stock units (PSUs) and stock appreciation rights (SARs), and represents a majority of the compensation we pay to our NEOs – 80% to the CEO, 70% to the CFO and 59% to all other NEOs. We allocate more heavily to long-term incentive compensation because we believe that it contributes to a greater degree to the delivery of top performance and the retention of employees than does cash and short-term compensation.

Target Target Compensation Mix






## Base Salary

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

## Short-Term Incentive Compensation (Cash Bonuses)

All bonuses to executive officers are awarded pursuant to Gartner’s stockholder - approved Executive Performance Bonus Plan. This plan is designed to motivate executive officers to achieve goals relating to the performance of Gartner, its subsidiaries or business units, or other objectively determinable goals, and to reward them when those objectives are satisfied. We believe that the relationship between proven performance and the amount of short-term incentive compensation paid promotes, among executives, decision-making that increases stockholder value and promotes Gartner’s success. Bonuses awarded under this plan to eligible employees are designed to qualify as deductible performance-based compensation within the meaning of Code Section 162(m).

In 2013, bonus targets for all executive officers, including Mr. Hall, were based solely upon achievement of 2013 company-wide financial performance objectives (with no individual performance component) and were pegged to the 2013 operating plan. The financial objectives and weightings used for 2013 executive officer bonuses were:

- 2013 Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), which measures overall profitability from business operations (weighted 50%), and

• Contract Value (CV) at December 31, 2013 (weighted 50%) measured on a foreign exchange neutral basis.

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

For 2013, each executive officer was assigned a bonus target that was expressed as a percentage of salary and varied from 50% to 100% of salary depending upon the executive’s level of responsibility. Salaries and bonuses were each increased by the amount of the merit increase. With respect to our NEOs, 2013 bonus targets, as a percentage of base salary, were 100% for Mr. Hall and 60% for each of Messrs. Lafond, Schwartz, Waern and Kutnick.

The chart below sets forth:

- target EBITDA and CV (achievement of which would result in 100% payment for that weighted element);

• year over year growth represented by each target objective;

- EBITDA and CV minimum (below which 0% weight would be attributable to that element and at which 50% weight would be attributable to that element);

• EBITDA and CV maximum (at and above which 200% weight would be attributable to that element);

• actual 2013 EBITDA and CV at December 31, 2013; and

• actual year over year growth for EBITDA and CV in 2013 (measured at December 31).

<table><tr><td>2013 Performance Objective/ Weight</td><td>Target (100%)</td><td>Target Growth YOY</td><td>&lt; Minimum (0%)</td><td>=/> Maximum (200%)</td><td>Actual (measured at 12/31/13)</td><td>Payout (% of Target)</td><td>Actual Growth YOY</td></tr><tr><td>2013 EBITDA/50%</td><td>$352 million</td><td>12%</td><td>$284 million</td><td>$372 million</td><td>$345 million</td><td>87.3%</td><td>10%</td></tr><tr><td>12/31/13 Contract Value/50%</td><td>$1,410 million</td><td>11%</td><td>$1,143 million</td><td>$1,486 million</td><td>$1,423 million</td><td>117.1%</td><td>12%</td></tr></table>

In 2013, the Company exceeded the CV performance objective and ended the year slightly lower than the EBITDA target performance objective. Since each objective was weighted 50%, based on these results, the Compensation Committee determined



that earned cash bonuses for executive officers were 102.2% of target bonus amounts as set forth above. Awards are adjusted on a linear basis between Minimum and Target, and Target and Maximum. These bonuses were paid in February 2014. See Summary Compensation Table – Non-Equity Incentive Plan Compensation for the amount of cash bonuses earned by our Named Executive Officers in 2013. While the Compensation Committee has discretion to eliminate or reduce a bonus award, it did not take any such action in 2013.

## Long - Term Incentive Compensation (Equity Awards)

Promoting stock ownership is a key element of our compensation program philosophy. Stock-based incentive compensation awards – especially when they are assigned a combination of performance and time-based vesting criteria – induce enhanced performance, promote retention of executive officers and align executives’ personal rewards with long-term stock price appreciation, thereby integrating management and stockholder interests. We have evaluated different types of long-term incentives based on their motivational value, cost to the Company and appropriate share utilization under our stockholder-approved 2003 Long - Term Incentive Plan (“2003 Plan”) and have determined that stock-settled stock appreciation rights (“SARs”) and performance-based restricted stock units (“PSUs”) create the right balance of motivation, retention, alignment with stockholders and share utilization.

At the 2014 Annual Meeting, we are seeking stockholder approval of our new 2014 Long - Term Incentive Plan approved by our Board of Directors on February 4, 2014. The terms of the new plan are substantially the same as the terms of the 2003 Plan; accordingly, for purposes of this CD&A we will refer to the 2003 Plan and the new plan collectively as the "Plan" unless the context otherwise requires. See Proposal Three – Approve 2014 Long - Term Incentive Plan on page 37.

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

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

Consistent with weightings in prior years, 30% of each executive’s long-term incentive compensation award value was granted in SARs and 70% was granted in PSUs. PSUs deliver value utilizing fewer shares since the executive can earn the full share rather than just the appreciation in value over the grant price (as is the case with SARs). Additionally, the cost efficiency of PSUs enhances the Company’s ability to conservatively utilize the Plan share pool, which is why we convey a larger portion of the 2013 overall long-term incentive compensation value in PSUs rather than in SARs. For purposes of determining the number of SARs awarded, the allocated SAR award value is divided by the Black-Scholes-Merton valuation on the date of grant using assumptions appropriate on that date. For purposes of determining the target number of PSUs awarded, the allocated target PSU award value is divided by the closing price of our Common Stock on the date of grant as reported by the New York Stock Exchange.

Both SARs and PSUs vest 25% per year commencing one (1) year from grant and on each anniversary thereof, subject to continued service on the vesting date. We believe that this vesting schedule effectively focuses our executives on delivering long-term value growth for our stockholders.

Consistent with other elements of 2013 executive compensation, the 2013 target award grant date value (PSUs and SARs) to all executive officers was increased by 7% as compared to 2012 target award grant date value (3% for Mr. Hall).

The Compensation Committee approved CV as the performance measure underlying PSUs awarded in 2013. As noted earlier, we believe that CV is the best performance metric to measure the long – term prospects of our business. Because of the long-term focus inherent in the CV measure, CV growth is measured over a one year period for purposes of the PSU award, but the award has an additional three year time vesting component.

The chart below sets forth:

- target CV (achievement of which would result in 100% of the target number of PSUs becoming eligible to vest);

- year over year growth represented by target CV;



• CV minimum (below which 0 target PSUs would vest and at which 50% of the target PSUs would vest);

• CV maximum (at and above which 200% of target PSUs would vest);

• actual CV at December 31, 2013; and

• actual year over year growth for CV in 2013 (measured at December 31).

<table><tr><td>2013 Performance Objective/Weight</td><td>Target (100%)</td><td>Target Growth YOY</td><td>&lt;Minimum (0%)</td><td>Maximum (200%)</td><td>Actual (measured at 12/31/13)</td><td>Payout (% of Target)</td><td>Actual Growth YOY</td></tr><tr><td>Contract Value/100%</td><td>$1,410 million</td><td>11%</td><td>$1,143 million</td><td>$1,486 million</td><td>$1,423 million</td><td>117.1%</td><td>12%</td></tr></table>

As noted above, in 2013 actual CV was $1,423 million, slightly exceeding the target amount. Based on this, the Compensation Committee determined that 117.1% of the target number of PSUs awarded would be awarded. Awards are adjusted on a linear basis between Minimum and Target, and Target and Maximum. The PSUs were adjusted by this factor in February 2014 after certification of the achievement of this performance measure by the Compensation Committee. See Grants of Plan-Based Awards Table – Possible Payouts Under Equity Incentive Plan Awards and accompanying footnotes below for the actual number of SARs and PSUs awarded to our Named Executive Officers in 2013.

No performance objectives for any PSU intended to qualify under Code Section 162(m) (i.e., awards to executive officers) may be modified by the Committee. While the Committee does have discretion to modify other aspects of the awards (subject to the terms of the Plan), no modifications were made in 2013.

## Additional Compensation Elements

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

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



# COMPENSATION TABLES AND NARRATIVE DISCLOSURES

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

## Summary Compensation Table

This table describes compensation earned by our CEO, CFO and next three most highly compensated executive officers (the “Named Executive Officers”) in the years indicated. As you can see from the table and consistent with our compensation philosophy discussed above, Long - Term incentive compensation in the form of equity awards comprises a significant portion of total compensation.

<table><tr><td>Name and Principal Position</td><td>Year</td><td>Base Salary (1)</td><td>Stock Awards (2)</td><td>Option Awards (2)</td><td>Non-Equity Incentive Plan Compensation (1), (3)</td><td>All Other Compensation (4)</td><td>Total</td></tr><tr><td>Eugene A. Hall, Chief Executive Officer (CEO) (5)</td><td>2013</td><td>817,143</td><td>4,539,621</td><td>1,945,545</td><td>841,246</td><td>104,747</td><td>8,248,302</td></tr><tr><td></td><td>2012</td><td>793,343</td><td>4,407,398</td><td>1,888,886</td><td>794,367</td><td>114,209</td><td>7,998,203</td></tr><tr><td></td><td>2011</td><td>770,236</td><td>4,279,034</td><td>1,833,872</td><td>961,322</td><td>126,647</td><td>7,971,111</td></tr><tr><td>Christopher J. Lafond, EVP &amp; Chief Financial Officer (CFO)</td><td>2013</td><td>492,666</td><td>1,314,427</td><td>563,327</td><td>307,126</td><td>36,053</td><td>2,713,599</td></tr><tr><td></td><td>2012</td><td>464,683</td><td>1,228,409</td><td>526,464</td><td>279,170</td><td>37,669</td><td>2,536,395</td></tr><tr><td></td><td>2011</td><td>451,148</td><td>1,192,664</td><td>511,142</td><td>337,844</td><td>43,318</td><td>2,536,116</td></tr><tr><td>Lewis G. Schwartz, SVP, General Counsel &amp; Corporate Secretary</td><td>2013</td><td>441,908</td><td>656,374</td><td>281,306</td><td>275,484</td><td>43,633</td><td>1,698,705</td></tr><tr><td></td><td>2012</td><td>416,808</td><td>613,429</td><td>262,901</td><td>250,408</td><td>46,333</td><td>1,589,879</td></tr><tr><td></td><td>2011</td><td>404,668</td><td>595,589</td><td>255,253</td><td>303,037</td><td>50,947</td><td>1,609,494</td></tr><tr><td>Per Anders Waern, SVP, Gartner Consulting</td><td>2013</td><td>391,151</td><td>656,374</td><td>281,306</td><td>243,842</td><td>38,283</td><td>1,610,956</td></tr><tr><td></td><td>2012</td><td>368,933</td><td>613,429</td><td>262,901</td><td>221,646</td><td>36,853</td><td>1,503,762</td></tr><tr><td></td><td>2011</td><td>358,188</td><td>595,589</td><td>255,253</td><td>268,230</td><td>162,842</td><td>1,640,102</td></tr><tr><td>Dale Kutnick, SVP</td><td>2013</td><td>391,151</td><td>656,374</td><td>281,306</td><td>243,842</td><td>37,705</td><td>1,610,378</td></tr><tr><td></td><td>2012</td><td>368,933</td><td>613,429</td><td>262,901</td><td>221,646</td><td>41,845</td><td>1,508,754</td></tr><tr><td></td><td>2011</td><td>358,188</td><td>595,589</td><td>255,253</td><td>268,230</td><td>45,869</td><td>1,523,129</td></tr></table>

(1) All Named Executive Officers elected to defer a portion of their 2013 salary and/or 2013 bonus under the Company’s Non-Qualified Deferred Compensation Plan. Amounts reported include the 2013 deferred portion, and accordingly does not include amounts, if any, released in 2013 from prior years’ deferrals. See Non-Qualified Deferred Compensation Table below.

(2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for performance restricted stock units, or PSUs (Stock Awards), and for stock-settled stock appreciation rights, or SARs (Option Awards) granted to the Named Executive Officer in 2013. The value reported for the PSUs is based upon the probable outcome of the performance objective as of the grant date, which is consistent with the grant date estimate of the aggregate compensation cost to be recognized over the service period, excluding the effect of forfeitures, or the target grant date award value. The potential maximum value of the PSUs, assuming attainment of the highest level of the performance conditions, is 200% of the target value, and all PSUs are subject to forfeiture. There were no forfeitures applicable to the Named Executive Officers in 2013. See Note 8 – Stock-Based Compensation in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2013 for additional information.

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

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

(5) Mr. Hall is a party to an employment agreement with the Company. See Employment Agreements With Executive Officers – Mr. Hall below.



## Other Compensation Table

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

<table><tr><td>Name</td><td>Year</td><td>Company Match Under Defined Contribution Plans (1)</td><td>Company Match Under Non-qualified Deferred Compensation Plan (2)</td><td>Other (3)</td><td>Total</td></tr><tr><td rowspan="3">Eugene A. Hall</td><td>2013</td><td>7,000</td><td>57,460</td><td>40,287</td><td>104,747</td></tr><tr><td>2012</td><td>9,250</td><td>63,387</td><td>41,572</td><td>114,209</td></tr><tr><td>2011</td><td>9,050</td><td>80,495</td><td>37,102</td><td>126,647</td></tr><tr><td rowspan="3">Christopher J. Lafond</td><td>2013</td><td>7,000</td><td>23,873</td><td>5,180</td><td>36,053</td></tr><tr><td>2012</td><td>9,250</td><td>25,301</td><td>3,118</td><td>37,669</td></tr><tr><td>2011</td><td>9,050</td><td>31,227</td><td>3,041</td><td>43,318</td></tr><tr><td rowspan="3">Lewis G. Schwartz</td><td>2013</td><td>7,000</td><td>20,693</td><td>15,940</td><td>43,633</td></tr><tr><td>2012</td><td>9,250</td><td>21,994</td><td>15,089</td><td>46,333</td></tr><tr><td>2011</td><td>9,050</td><td>27,330</td><td>14,567</td><td>50,947</td></tr><tr><td rowspan="3">Per Anders Waern</td><td>2013</td><td>7,000</td><td>17,512</td><td>13,771</td><td>38,283</td></tr><tr><td>2012</td><td>9,250</td><td>18,687</td><td>8,916</td><td>36,853</td></tr><tr><td>2011</td><td>9,050</td><td>23,431</td><td>130,361</td><td>162,842</td></tr><tr><td rowspan="3">Dale Kutnick</td><td>2013</td><td>7,000</td><td>17,512</td><td>13,193</td><td>37,705</td></tr><tr><td>2012</td><td>9,250</td><td>18,687</td><td>13,908</td><td>41,845</td></tr><tr><td>2011</td><td>9,050</td><td>23,432</td><td>13,387</td><td>45,869</td></tr></table>

(1) Represents the Company’s 4% matching contribution in all years, as well as a discretionary 1% profit sharing contribution made in 2011 and 2012 to the Named Executive Officer’s 401(k) account (subject to limitations). There was no profit sharing contribution in 2013.

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

(3) In addition to specified perquisites and benefits, includes other perquisites and personal benefits provided to the executive, none of which individually exceeded the greater of $25,000 or 10% of the total amount of perquisites and personal benefits for the executive. In 2013 Mr. Hall received a car allowance of $26,592 per the terms of his employment agreement.



## Grants of Plan-Based Awards Table

This table provides information about awards made to our Named Executive Officers in 2013 pursuant to non-equity incentive plans (our short-term incentive cash bonus program) and equity incentive plans (performance restricted stock units (PSUs) and stock appreciation rights (SARs) awards comprising long-term incentive compensation under our 2003 Plan).

<table><tr><td rowspan="2">Name</td><td rowspan="2">Grant Date</td><td colspan="3">Possible Payouts Under Non-Equity Incentive Plan Awards (1)</td><td colspan="3">Possible Payouts Under Equity Incentive Plan Awards (2)</td><td rowspan="2">Exercise or Base Price of Option Awards (\(/Sh) (\))(3)</td><td rowspan="2">Grant Date Fair Value of Stock and Option Awards (\))(4)</td></tr><tr><td>Threshold (\))</td><td>Target (\))</td><td>Maximum (\))</td><td>Threshold (#)</td><td>Target (#)</td><td>Maximum (# PSUs)</td></tr><tr><td>Eugene A. Hall</td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>0</td><td>91,951 PSUs</td><td>183,902</td><td>-</td><td>4,539,621</td></tr><tr><td></td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>-</td><td>130,749 SARs</td><td>-</td><td>49.37</td><td>1,945,545</td></tr><tr><td></td><td>-</td><td>0</td><td>823,137</td><td>1,646,274</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Christopher J. Lafond</td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>0</td><td>26,624 PSUs</td><td>53,248</td><td>-</td><td>1,314,427</td></tr><tr><td></td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>-</td><td>37,858 SARs</td><td>-</td><td>49.37</td><td>563,327</td></tr><tr><td></td><td>-</td><td>0</td><td>300,514</td><td>601,028</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Lewis G. Schwartz</td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>0</td><td>13,295 PSUs</td><td>26,590</td><td>-</td><td>656,374</td></tr><tr><td></td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>-</td><td>18,905 SARs</td><td>-</td><td>49.37</td><td>281,306</td></tr><tr><td></td><td>-</td><td>0</td><td>269,553</td><td>539,106</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Per Anders Waern</td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>0</td><td>13,295 PSUs</td><td>26,590</td><td>-</td><td>656,374</td></tr><tr><td></td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>-</td><td>18,905 SARs</td><td>-</td><td>49.37</td><td>281,306</td></tr><tr><td></td><td>-</td><td>0</td><td>238,593</td><td>539,106</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr><tr><td>Dale Kutnick</td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>0</td><td>13,295 PSUs</td><td>26,590</td><td>-</td><td>656,374</td></tr><tr><td></td><td>2/12/13</td><td>-</td><td>-</td><td>-</td><td>-</td><td>18,905 SARs</td><td>-</td><td>49.37</td><td>281,306</td></tr><tr><td></td><td>-</td><td>0</td><td>238,593</td><td>539,106</td><td>-</td><td>-</td><td>-</td><td>-</td><td>-</td></tr></table>

(1) Represents cash bonuses that could have been earned in 2013 based solely upon achievement of specified financial performance objectives for 2013 and ranging from 0% (threshold) to 200% (maximum) of target (100%). Bonus targets (expressed as a percentage of base salary) were 100% for Mr. Hall, and 60% for each of Messrs. Lafond, Schwartz, Kutnick and Waern. Actual bonuses earned in 2013 by Named Executive Officers and paid in February 2013 were adjusted to 102.2% of their target bonus as follows: Mr. Hall - $841,246; Mr. Lafond - $307,126; Mr. Schwartz - $275,484; and Messrs. Waern and Kutnick - $243,842. These amounts are reported under Non-Equity Incentive Plan Compensation in the Summary Compensation Table. See Short-Term Incentive Compensation (Cash Bonuses) in the CD&A for additional information.

(2) Represents the number of performance-based Restricted Stock Units (PSUs) and stock-settled Stock Appreciation Rights (SARs) awarded on February 12, 2013 under our 2003 Plan. The target number of PSUs (100%) originally awarded on that date was subject to adjustment ranging from 0% (threshold) to 200% (maximum) based solely upon achievement of a specified financial performance objective, and was adjusted to 117.1% of target in February 2014. The adjusted number of PSUs awarded was: Mr. Hall -107,674; Mr. Lafond - 31,176; and Messrs. Schwartz, Kutnick and Waern - 15,568. The number of SARs was fixed on the award date. The PSUs and SARs vest 25% per year commencing one year from grant, or February 12, 2014, subject to continued employment on the vesting date. See Long-Term Incentive Compensation (Equity Awards) in the CD&A for additional information.

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

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



## Employment Agreements with Executive Officers

Only our Chief Executive Officer, Mr. Hall, is a party to long-term employment agreement with the Company.

## Mr. Hall – Employment Agreement

In April 2011, the Company entered into an Amended and Restated Employment Agreement with Mr. Hall pursuant to which Mr. Hall agreed to continue to serve as chief executive officer of the Company (the “2011 CEO Agreement”).

The 2011 CEO Agreement has a term of five years (expiring December 31, 2016), with automatic one year renewals commencing on the fifth anniversary, and continuing each year thereafter, unless either party provides the other with at least 60 days prior written notice of an intention not to extend the term. Under the 2011 CEO Agreement, Mr. Hall is entitled to:

- an annual base salary, subject to adjustment on an annual basis by the Compensation Committee;

- an annual target bonus under the Company’s executive bonus program equal to 100% of annual base salary, and payable based upon achievement of specified Company and individual objectives. The actual bonus paid may be higher or lower than target based upon over- or under- achievement of these objectives, subject to a maximum actual bonus of 200% of base salary;

- an annual long-term incentive award with an aggregate value on the date of grant (assuming applicable performance goals will be satisfied at target) at least equal to $7,665,667 minus the sum of base salary and target bonus for the year of grant (the “Annual Incentive Award”). The Annual Incentive Award will be 100% unvested on the date of grant, and vesting will depend upon the achievement of performance goals to be determined by the Compensation Committee. The terms and conditions of each Annual Incentive Award will be determined by the Compensation Committee, and will be divided between restricted stock units (RSUs) and stock appreciation rights (SARs). The number of RSUs initially granted each year will be based upon the assumption that specified Company objectives set by the Compensation Committee will be achieved, and may be adjusted so as to be higher or lower than the number initially granted for over- or under- achievement of such specified Company objectives; and

- all benefits provided to senior executives, executives and employees of the Company generally from time to time, including medical, dental, life insurance and long-term disability.

In addition, Mr. Hall is entitled to be nominated for election to the board of directors during his employment term.

## Termination and Related Payments – Mr. Hall

Mr. Hall’s employment is at will and may be terminated by him or us upon 60 days’ notice. If we terminate Mr. Hall’s employment involuntarily (other than within 24 months following a Change In Control (defined below)) and without Business Reasons (as defined in the 2011 CEO Agreement) or a Constructive Termination (as defined in the 2011 CEO Agreement) occurs, or if the Company elects not to renew the 2011 CEO Agreement upon its expiration and Mr. Hall terminates his employment within 90 days following the expiration of the 2011 CEO Agreement, then Mr. Hall will be entitled to receive the following benefits:

- base salary and paid time off (“PTO”) accrued through the termination date, plus continued base salary for a period of 36 months following the termination date, paid in accordance with the Company’s regular payroll schedule;

- any earned but unpaid bonus from the prior fiscal year which will be paid at the same time as bonuses for such fiscal year are paid to other Company executives;

- 300% of the average of Mr. Hall’s earned annual bonuses for the three years preceding the year in which the termination date occurs, payable in a lump sum;

- 36 months’ continued vesting in accordance with their terms (including achievement of applicable performance objectives) of all outstanding equity awards (all such awards with an exercise feature will remain exercisable for 30 days following the last day of such 36 month continued vesting period, subject to the maximum term of the award);

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

- a monthly payment equal to the monthly COBRA premium payable by Mr. Hall to continue the group health coverage in effect on the date of termination for himself, his spouse and any children until Mr. Hall becomes covered under similar plans or for 36 months following termination, whichever occurs first.



Payment of severance amounts is conditioned upon execution of a general release of claims against the Company and compliance with 36 month non-competition and non-solicitation covenants set forth in the 2011 CEO Agreement. In certain circumstances, payment will be delayed for six months following termination under Code Section 409A.

Within 24 months of a Change In Control, if Mr. Hall’s employment is terminated involuntarily and without Business Reasons or a Constructive Termination occurs, or if the Company elects not to renew the 2011 CEO Agreement upon its expiration and Mr. Hall terminates his employment within 90 days following the expiration of the 2011 CEO Agreement (i.e., double trigger), Mr. Hall will be entitled to receive the following benefits:

- accrued base salary and PTO through the Change In Control date, plus any earned but unpaid bonus from the prior fiscal year, payable upon the Change In Control;

- an amount equal to three times base salary then in effect plus an amount equal to three times target bonus for the fiscal year in which the Change In Control occurs, payable six months following termination;

- a monthly payment equal to the monthly COBRA premium payable by Mr. Hall to continue the group health coverage in effect on the date of termination for himself, his spouse and any children until Mr. Hall becomes covered under similar plans or for 36 months following termination, whichever occurs first;

• any ungranted, but due to be granted Annual Incentive Awards will be awarded; and

- all unvested outstanding equity awards will vest in full, all performance goals or other vesting criteria will be deemed achieved at target levels and all stock options and SARs will be exercisable as to all covered shares.

Immediately upon a Change In Control, all unvested outstanding equity awards will vest in full, all performance goals or other vesting criteria will be deemed achieved at target levels and all stock options and SARs will be exercisable as to all covered shares. Additionally, any ungranted, but due to be granted Annual Incentive Awards will be awarded prior to consummation of the Change in Control.

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

The 2011 CEO Agreement utilizes the 2003 Plan definition of “Change In Control” which currently provides that a Change In Control will occur when (i) any person becomes the beneficial owner of 50% of our voting securities, (ii) there is a merger or consolidation of Gartner with another company and our outstanding securities represent less than 50% of the voting securities of the combined entity, (iii) there is a completed sale of all or substantially all of our assets and (iv) there is a change in the composition of our Board occurring within a one year period, as a result of which fewer than a majority of the directors on the board remain.

## Termination and Related Payments – Other Executive Officers

In the event of termination for cause, voluntary resignation or as a result of death, disability or retirement, no severance benefits are provided. In the event of termination without cause (including in connection with a Change In Control), each of our other executive officers will be entitled to receive the following severance benefits:

- base salary then in effect for 52 weeks plus any unused PTO not to exceed 25 days (paid in accordance with the Company’s regular payroll schedule); and

- reimbursement for COBRA premiums to continue group health benefits pursuant to our standard programs for the executive, the executive’s spouse and any children for 12 months after the termination date.

In order to receive severance benefits, the executive officers who are terminated are required to execute and comply with a separation agreement and release of claims in which, among other things, the executive reaffirms his or her commitment to confidentiality and non-competition obligations (that bind all employees for one year following termination of employment) and releases the Company from various employment-related claims. In addition, in the case of Named Executive Officers (other than Mr. Hall), severance will not be paid to any executive who refuses to accept an offer of comparable employment from Gartner or who does not cooperate or ceases to cooperate when being considered for a new position with Gartner, in each case as determined by the Company.

In the event of a Change In Control, if the executive is terminated without cause within 12 months after the Change In Control, all of the executive’s outstanding equity awards will immediately vest in full (as and when adjusted in the case of performance-based equity awards as to which the related performance adjustment has not yet occurred on termination), and those which are exercisable can be



exercised for 12 months following the termination date. Finally, under certain circumstances, payments and release of shares may be delayed for six months following termination under Code Section 409A.

## Death, Disability and Retirement

In the case of termination due to death, disability or retirement, each Named Executive Officer is entitled to immediate vesting of all options, PSUs and SARs that would have vested (assuming continued service) during the 12 months following termination, except for PSUs that will automatically vest if, when and to the extent they vest pursuant to a related performance adjustment within 12 months of termination. Additionally, options and SARs remain exercisable for the earlier of the expiration date or one year from the date of termination. In the event of termination for any other reason, any unexercised options and SARs remain exercisable for the earlier of the expiration date or 90 days from the date of termination (excluding any period during which trading is prohibited under our insider trading policy).

We use standard definitions of retirement and disability. Retirement is defined in our current equity award agreements as termination of employment if (i) on the date of termination, the employee is at least 55 years old and has at least 5 years continued service and (ii) the sum of the employee’s age and years of continued service equals at least 65. At December 31, 2013, Messrs. Hall, Kutnick and Schwartz qualified for a retirement benefit. Disability is defined in our current equity award agreements as total and permanent disability.

## Potential Payments Upon Termination or Change in Control

Employment Agreements With Executive Officers above contains a detailed discussion of the payments and other benefits to which our CEO and other Named Executive Officers are entitled in the event of termination of employment or upon a Change In Control, and the amounts payable assuming termination under various circumstances at December 31, 2013 are set forth below. In this event, each Named Executive Officer would also be entitled to receive accrued personal time off (PTO) and the balance in his or her deferred compensation plan account.

## Mr. Hall, CEO

The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of Common Stock that would be released, to Mr. Hall had his employment been terminated on December 31, 2013 (the “Termination Date”) as a result of (i) involuntary termination without cause and/or constructive termination; (ii) death, disability or retirement; or (iii) a Change In Control. See Outstanding Equity Awards At Fiscal Year End Table below for a list of Mr. Hall’s unvested equity awards at the end of 2013.

<table><tr><td></td><td>Involuntary termination (severance benefits) (1)</td><td>Involuntary termination (continued vesting of equity awards) (2)</td><td>Total Involuntary termination (1), (2)</td><td>Death, disability or retirement (acceleration of unvested equity awards) (3)</td><td>Change in Control (severance benefits) (4)</td><td>Change in Control (acceleration of unvested equity awards) (5)</td><td>Total Change in Control (4), (5)</td></tr><tr><td>6,494,960</td><td>33,966,466</td><td>40,461,426</td><td>18,211,522</td><td>5,801,542</td><td>35,470,558</td><td>41,272,100</td><td></td></tr></table>

(1) Represents the sum of (w) three times base salary in effect at Termination Date; (x) 300% of the average actual bonus paid for the prior three years (2010, 2011 and 2012); (y) unpaid 2013 bonus; and (z) the amount of health insurance premiums for Mr. Hall, his spouse and immediate family for 36 months (at premiums in effect on the Termination Date).

(2) Represents (x) the fair market value using the closing price of our Common Stock on December 31, 2013, or $71.05 (the “Year End Price”) of unvested PSUs that would have vested within 36 months following the Termination Date, plus (y) the spread between the Year End Price and the exercise price for all in-the-money SARs that would have vested within 36 months following the Termination Date, multiplied by the number of such SARs.

(3) Represents (x) the fair market value using the Year End Price of unvested PSUs that would have vested within 12 months following the Termination Date, plus (y) the spread between the Year End Price and the exercise price for all in-the-money SARs that would have vested within 12 months following the Termination Date, multiplied by the number of such SARs. Mr. Hall was retirement eligible at December 31, 2013.



(4) Represents the sum of (w) three times base salary in effect at Termination Date, (x) three times 2013 target bonus, (y) unpaid 2013 bonus, and (z) the amount of health insurance premiums for Mr. Hall, his spouse and immediate family for 36 months (at premiums in effect on the Termination Date).

(5) Represents (x) the fair market value using the Year End Price of all unvested PSUs on the Termination Date (at target in the case of unadjusted 2013 PSUs), plus (y) the spread between the Year End Price and the exercise price of all in-the-money unvested SARs on the Termination Date, multiplied by the number of such SARs.

## Other Named Executive Officers

The table below quantifies (in dollars) amounts that would be payable by the Company, and the value of shares of Common Stock that would be released, to our Named Executive Officers (other than Mr. Hall) had their employment been terminated on December 31, 2013 (the “Termination Date”) as a result of (i) involuntary termination without cause and/or constructive termination; (ii) death, disability or retirement; or (iii) a Change In Control. See Outstanding Equity Awards At Fiscal Year End Table below for a list of unvested equity awards held by each Named Executive Officer at the end of 2013.

<table><tr><td>Named Executive Officer</td><td>Involuntary termination (severance benefits) (1)</td><td>Acceleration of unvested equity awards (death, disability or retirement) (2)</td><td>Acceleration of unvested equity awards (Change In Control) (3)</td><td>Total Change In Control (1), (3)</td></tr><tr><td>Christopher J. Lafond</td><td>503,449</td><td>5,104,219</td><td>9,987,608</td><td>10,491,057</td></tr><tr><td>Lewis G. Schwartz</td><td>451,188</td><td>2,548,903</td><td>4,987,456</td><td>5,438,644</td></tr><tr><td>Per Anders Waern</td><td>400,522</td><td>2,548,903</td><td>4,987,456</td><td>5,388,008</td></tr><tr><td>Dale Kutnick</td><td>405,196</td><td>2,548,903</td><td>4,987,456</td><td>5,392,652</td></tr></table>

(1) Represents 12 months’ base salary in effect on the Termination Date plus the amount of health insurance premiums for the executive, his spouse and immediate family for 12 months (at premiums in effect on the Termination Date) payable in accordance with normal payroll practices. Since the executive must be employed on the bonus payment date (February 2014) in order to receive earned but unpaid 2013 bonus, in the event of termination on December 31, 2013, 2013 bonus would have been forfeited and, therefore, is excluded. See Non-Equity Incentive Plan Compensation in the Summary Compensation Table above for these bonus amounts.

(2) Represents (x) the fair market value using the closing price of our Common Stock on December 31, 2013, or $71.05 (the “Year End Price”) of unvested PSUs that would have vested within 12 months following the Termination Date, plus (y) the spread between the Year End Price and the exercise price of all in-the-money SARs that would have vested within 12 months following the Termination Date, multiplied by the number of such SARs.

(3) Represents (x) the fair market value using the Year End Price of all unvested PSUs on the Termination Date (at target in the case of unadjusted 2013 PSUs), plus (y) the spread between the Year End Price and the exercise price of all in-the-money unvested SARs on the Termination Date, multiplied by the number of such SARs.



## Outstanding Equity Awards at Fiscal Year-End Table

This table provides information on each option (including stock appreciation rights or SARs) and stock (including restricted stock and performance restricted stock units or PSUs) award held by each Named Executive Officer at December 31, 2013. All performance criteria associated with these awards (except for the 2013 PSU award (see footnote 4)) were fully satisfied as of December 31, 2013, and the award is fixed. The market value of the stock awards is based on the closing price of our Common Stock on the New York Stock Exchange on December 31, 2013, which was $71.05 (and not on the closing price on the grant date). Upon exercise of, or release of restrictions on, these awards, the number of shares ultimately issued to each executive will be reduced by the number of shares withheld by Gartner for tax withholding purposes and/or as payment of exercise price in the case of options and SARs.

<table><tr><td rowspan="2"></td><td colspan="4">Option Awards</td><td colspan="4">Stock Awards</td></tr><tr><td>Number of Securities Underlying Unexercised Options Exercisable (#)</td><td>Number of Securities Underlying Unexercised Options Unexercisable (#)</td><td>Option Exercise Price ($)</td><td>Number of Shares or Units of Stock That Have Not Vested (#)</td><td>Market Value of Shares or Units of Stock That Have Not Vested ($)</td><td>Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)</td><td>Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)</td><td></td></tr><tr><td>Named Executive Officer</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Eugene A. Hall</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(1), (5)</td><td>161,381</td><td>53,793</td><td>22.06</td><td>2/11/17</td><td>81,779</td><td>5,810,398</td><td>-</td><td>-</td></tr><tr><td>(2), (5)</td><td>67,512</td><td>67,512</td><td>38.05</td><td>2/22/18</td><td>74,953</td><td>5,325,411</td><td>-</td><td>-</td></tr><tr><td>(3), (5)</td><td>36,354</td><td>109,059</td><td>37.81</td><td>2/09/19</td><td>91,184</td><td>6,478,623</td><td>-</td><td>-</td></tr><tr><td>(4), (5)</td><td>-</td><td>130,749</td><td>49.37</td><td>2/12/20</td><td>-</td><td>-</td><td>91,951</td><td>6,533,119</td></tr><tr><td>Christopher J. Lafond</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(1), (5)</td><td>44,981</td><td>14,993</td><td>22.06</td><td>2/11/17</td><td>22,793</td><td>1,619,443</td><td>-</td><td>-</td></tr><tr><td>(2), (5)</td><td>18,818</td><td>18,816</td><td>38.05</td><td>2/22/18</td><td>20,891</td><td>1,484,306</td><td>-</td><td>-</td></tr><tr><td>(3), (5)</td><td>10,133</td><td>30,396</td><td>37.81</td><td>2/09/19</td><td>25,414</td><td>1,805,665</td><td>-</td><td>-</td></tr><tr><td>(4), (5)</td><td>-</td><td>37,858</td><td></td><td>2/12/20</td><td>-</td><td>-</td><td>26,624</td><td>1,891,635</td></tr><tr><td>Lewis G. Schwartz</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(1), (5)</td><td>22,463</td><td>7,487</td><td>22.06</td><td>2/11/17</td><td>11,382</td><td>808,691</td><td>-</td><td>-</td></tr><tr><td>(2), (5)</td><td>9,398</td><td>9,396</td><td>38.05</td><td>2/22/18</td><td>10,432</td><td>741,194</td><td>-</td><td>-</td></tr><tr><td>(3), (5)</td><td>5,060</td><td>15,179</td><td>37.81</td><td>2/09/19</td><td>12,691</td><td>901,696</td><td>-</td><td>-</td></tr><tr><td>(4), (5)</td><td>-</td><td>18,905</td><td>49.37</td><td>2/12/20</td><td>-</td><td>-</td><td>13,295</td><td>944,610</td></tr><tr><td>Per Anders Waern</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(1), (5)</td><td>-</td><td>7,487</td><td>22.06</td><td>2/11/17</td><td>11,382</td><td>808,691</td><td>-</td><td>-</td></tr><tr><td>(2), (5)</td><td>-</td><td>9,396</td><td>38.05</td><td>2/22/18</td><td>10,432</td><td>741,194</td><td>-</td><td>-</td></tr><tr><td>(3), (5)</td><td>-</td><td>15,179</td><td>37.81</td><td>2/09/19</td><td>12,691</td><td>901,696</td><td>-</td><td>-</td></tr><tr><td>(4), (5)</td><td>-</td><td>18,905</td><td>49.37</td><td>2/12/20</td><td>-</td><td>-</td><td>13,295</td><td>944,610</td></tr><tr><td>Dale Kutnick</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>(1), (5)</td><td>11,463</td><td>7,487</td><td>22.06</td><td>2/11/17</td><td>11,382</td><td>808,691</td><td>-</td><td>-</td></tr><tr><td>(2), (5)</td><td>-</td><td>9,396</td><td>38.05</td><td>2/22/18</td><td>10,432</td><td>741,194</td><td>-</td><td>-</td></tr><tr><td>(3), (5)</td><td>-</td><td>15,179</td><td>37.81</td><td>2/09/19</td><td>12,691</td><td>901,696</td><td>-</td><td>-</td></tr><tr><td>(4), (5)</td><td>-</td><td>18,905</td><td>49.37</td><td>2/12/20</td><td>-</td><td>-</td><td>13,295</td><td>944,610</td></tr></table>

(1) Vest 25% per year commencing 2/11/11.

(2) Vest 25% per year commencing 2/22/12.

(3) Vest 25% per year commencing 2/09/13.

(4) Vest 25% per year commencing 2/12/14. The market value of the Stock Award is presented at target (100%), the amount ultimately awarded could range from 0% to 200% of the target award and the maximum payout value is 200% of target. After



certification of the applicable performance metric in February 2014, the amount actually awarded on account of Stock Awards was adjusted to 117.1% of target. The actual number of PSUs awarded is reported in footnote (2) to the Grants of Plan – Based Awards table.

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

## Option Exercises and Stock Vested Table

This table provides information for the Named Executive Officers for options and/or SARs that were exercised, and stock awards that vested and released, during 2013 on an aggregate basis, and does not reflect shares withheld by the Company for exercise price or withholding taxes.

<table><tr><td rowspan="2"></td><td colspan="2">Option Awards</td><td colspan="2">Stock Awards</td></tr><tr><td>Number of Shares Acquired on Exercise (#)</td><td>Value Realized on Exercise ($) (1)</td><td>Number of Shares Acquired on Vesting (#) (2)</td><td>Value Realized on Vesting ($) (3)</td></tr><tr><td>Eugene A. Hall</td><td>261,423</td><td>13,975,674</td><td>257,991</td><td>12,742,898</td></tr><tr><td>Christopher J. Lafond</td><td>153,511</td><td>6,133,690</td><td>71,908</td><td>3,551,737</td></tr><tr><td>Lewis G. Schwartz</td><td>25,816</td><td>1,327,924</td><td>35,908</td><td>1,773,597</td></tr><tr><td>Per Anders Waern</td><td>30,074</td><td>1,098,841</td><td>35,908</td><td>1,773,597</td></tr><tr><td>Dale Kutnick</td><td>55,371</td><td>2,190,019</td><td>35,908</td><td>1,773,597</td></tr></table>

(1) Represents the spread between (i) the market price of our Common Stock at exercise and (ii) the exercise price for all options exercised during the year, multiplied by the number of options exercised.

(2) Represents restricted stock units awarded in prior years as long-term incentive compensation that released in 2013.

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

## Non-Qualified Deferred Compensation Table

The Company maintains a Non-Qualified Deferred Compensation Plan for certain officers and key personnel whose aggregate compensation in 2013 was expected to exceed $325,000. This plan currently allows qualified U.S.-based employees to defer up to 50% of annual salary and/or up to 100% of annual bonus earned in a fiscal year. In addition, in 2013 the Company made a contribution to the account of each Named Executive Officer who deferred compensation equal to the amount of such executive's contribution (not to exceed 4% of base salary and bonus), less $7,000. Deferred amounts are deemed invested in several independently-managed investment portfolios selected by the participant for purposes of determining the amount of earnings to be credited by the Company to that participant's account. The Company may, but need not, acquire investments corresponding to the participants' designations.

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

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The following table provides information (in dollars) concerning contributions to the Deferred Compensation Plan in 2013 by the participating Named Executive Officers, the Company’s matching contributions, 2013 earnings, aggregate withdrawals and distributions and account balances at year end.

<table><tr><td>Name</td><td>Executive Contributions in 2013 (1)</td><td>Company Contributions in 2013 (2)</td><td>Aggregate Earnings (loss) in 2013</td><td>Aggregate Withdrawals/ Distributions in 2013</td><td>Aggregate Balance at 12/31/13</td></tr><tr><td>Eugene A. Hall</td><td>64,460</td><td>57,460</td><td>129,754</td><td>152,020</td><td>666,286</td></tr><tr><td>Christopher J. Lafond</td><td>30,873</td><td>23,873</td><td>12</td><td>105,795</td><td>161,442</td></tr><tr><td>Lewis G. Schwartz</td><td>27,693</td><td>20,693</td><td>76,365</td><td>0</td><td>473,756</td></tr><tr><td>Per Anders Waern</td><td>24,512</td><td>17,512</td><td>38,963</td><td>0</td><td>256,806</td></tr><tr><td>Dale Kutnick</td><td>24,512</td><td>17,512</td><td>50,233</td><td>0</td><td>322,396</td></tr></table>

(1) Executive Contributions are included in the “Base Salary” and/or “Non-Equity Incentive Plan Compensation” columns in the Summary Compensation Table for the NEOs.

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

## EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2013 regarding the number of shares of our Common Stock that may be issued upon exercise of outstanding options, stock appreciation rights and other rights (including restricted stock, restricted stock units and common stock equivalents) awarded under our equity compensation plans (and, where applicable, related weighted-average exercise price information), as well as shares available for future issuance under our equity compensation plans. All equity plans with outstanding awards or available shares have been approved by our stockholders.

<table><tr><td></td><td>Column A</td><td>Column B</td><td>Column C</td></tr><tr><td></td><td>Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights</td><td>Weighted Average Exercise Price of Outstanding Options and Rights ($)</td><td>Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (excluding shares in Column A)</td></tr><tr><td>2003 Long - Term Incentive Plan (1)</td><td>3,771,121</td><td>22.60</td><td>6,363,678</td></tr><tr><td>2011 Employee Stock Purchase Plan</td><td>-</td><td>-</td><td>1,179,282</td></tr><tr><td>Total</td><td>3,771,121</td><td>22.60</td><td>7,542,960</td></tr></table>

(1) Award shares withheld for taxes, surrendered to pay exercise price or cancelled are returned to the available share pool. Assuming the exercise of all outstanding options and SARs at December 31, 2013, the numbers reported in Columns A and C would have decreased and increased, respectively, by 769,124 shares.

Since December 31, 2013 to April 1, 2014: 521,536 restricted stock units (including PSUs) and 388,482 SARs were awarded to our executive officers and associates under the 2003 Plan, which were issued primarily in connection with the 2014 annual equity award; 2,253 CSEs were issued to our directors on account of directors fees; and 360,193 shares were added back to the 2003 Plan on account of shares withheld for taxes, surrendered to pay exercise price or cancelled awards.

As of April 1, 2014, there were 2,064,080 options and SARs outstanding, with a weighted average exercise price of $38.79 and an average remaining term of 4.41 years. As of the same date, there were 1,514,157 full value shares granted and unvested, and 5,811,600 shares available for future grant.



# OTHER COMPENSATION POLICIES AND INFORMATION

## Executive Stock Ownership Guidelines

In order to align management and stockholder interests, the Company has adopted stock ownership guidelines for our executive officers as follows: the CEO is required to hold shares of Common Stock with a value at least equal to six (6) times his base salary, and all other executive officers are required to hold shares of Common Stock with a value at least equal to three (3) times their base salary. The officers have five (5) years from appointment to accumulate this value. For purposes of computing the required holdings, officers may count shares directly held, as well as vested and unvested restricted stock units and PSUs, but not options or SARs. At December 31, 2013, our CEO and all other executive officers were well within compliance with these guidelines.

## Clawback Policy

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

Pursuant to the Dodd-Frank Act, the SEC has been directed to issue rules applicable to the national securities exchanges (including the NYSE on which our Common Stock is listed for trading) prohibiting the listing of any security of an issuer that does not provide for the recovery of erroneously awarded incentive-based compensation where there has been an accounting restatement. Upon adoption of the SEC rules, we will determine whether an amendment to our policy is necessary.

## Hedging and Pledging Policies

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

## Accounting and Tax Impact

In setting compensation, the Compensation Committee and management consider the potential impact of Code Section 162(m), which precludes a public corporation from deducting on its corporate income tax return individual compensation in excess of $1 million for its chief executive officer or any of its three other highest-paid officers (other than the chief financial officer). Section 162(m) also provides for certain exemptions to this limitation, specifically compensation that is performance-based (within the meaning of Section 162(m)) and issued under a stockholder-approved plan. Our 2013 short-term incentive (bonus) awards were performance-based and were made pursuant to our stockholder-approved Executive Performance Bonus Plan and, therefore, are deductible under Section 162(m). The PSU component of the 2013 long-term incentive award was performance-based and issued under the 2003 Plan, which has been approved by stockholders and, therefore, is deductible under Section 162(m). Although the Compensation Committee endeavors to maximize deductibility of compensation under Section 162(m), it maintains the discretion in establishing compensation elements to approve compensation that may not be deductible under Section 162(m), if the Committee believes the compensation element to be necessary or appropriate under the circumstances.

## Grant of Equity Awards

The Board of Directors has a formal policy with respect to the grant of equity awards under our equity plan. Equity awards may include stock options, stock appreciation rights (SARs), restricted stock awards (RSAs), restricted stock units (RSUs) and performance-based restricted stock units (PSUs). In 2013, all such awards to Named Executive Officers took the form of PSUs and SARs. The Committee may not delegate its authority with respect to Section 16 persons, nor in any other way which would jeopardize the plan’s qualification under Code Section 162(m) or Exchange Act Rule 16b-3. Accordingly, our policy specifies that all awards to our Section 16 executive officers must be approved by the Compensation Committee on or prior to the award grant date, and that all such awards will be made and priced on the date of Compensation Committee approval, except in the case of new hires, which is discussed below.



Our equity plan prohibits the repricing of stock options and the surrender of any outstanding option to the Company as consideration for the grant of a new option with a lower exercise price without stockholder approval. It also prohibits the granting of options with an exercise price less than the fair market value of the Company’s common stock on the date of grant, and a cash buyout of out-of-the-money options or SARs without stockholder approval.

Consistent with the equity plan, the Compensation Committee annually approves a delegation of authority to the CEO to make equity awards under our equity Plan to Gartner employees (other than Section 16 persons) on account of new hires, retention or promotion without the approval of the Compensation Committee. In 2013, the delegation of authority specified a maximum award value of $300,000 per individual, and a maximum aggregate award value of $2,000,000 for the calendar year. For purposes of this computation, in the case of RSAs and RSUs, value is calculated based upon the fair market value (defined as the closing price on the date of grant as reported by the New York Stock Exchange) of a share of our Common Stock, multiplied by the number of RSAs or RSUs awarded. In the case of options and SARs, the value of the award will be the Black-Scholes-Merton calculation of the value of the award using assumptions appropriate on the award date. Any awards made under this delegated authority are reported to the Compensation Committee at the next regularly scheduled committee meeting.

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

It is the Company’s policy not to make equity awards to executive officers prior to the release of material non-public information. The 2013 Long - Term incentive awards to executive officers were approved by the Compensation Committee and made on February 12, 2013, after release of our 2012 financial results. Generally speaking, awards for newly hired executives that are given as an inducement to joining the Company are made on the 15 \( ^{th} \)  or 30 \( ^{th} \)  day of the month first following the executive’s start date (and after approval by the Compensation Committee), and retention and promotion awards are made on the 15 \( ^{th} \)  or 30 \( ^{th} \)  day of the month first following the date of Compensation Committee approval; however, we may delay making these awards pending the release of material non-public information.

## COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors of Gartner, Inc. has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and the Company’s proxy statement for the 2014 Annual Meeting.

Compensation Committee of the Board of Directors

Anne Sutherland Fuchs

Michael J. Bingle

Raul E. Cesan

April 15, 2014



# PROPOSAL TWO:

## ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

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

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

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

In considering your vote, stockholders may wish to review with care the information on Gartner’s compensation policies and decisions regarding the Named Executive Officers presented in the CD&A on pages 14 to 23, including, in particular, the information concerning Company performance included in the Executive Summary on page 14 and highlights of our Compensation Practices on pages 16 - 17.

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

- the need to attract, motivate and retain highly talented, creative and entrepreneurial individuals in a highly competitive industry and market place;

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

- comparability to the practices of peers in our industry and other comparable companies generally based upon available benchmarking data; and

- the alignment of our executive compensation programs with stockholder value through heavily weighted performance-based compensation elements.

As noted in the Executive Summary on page 14, 2013 was another year of record achievement for Gartner, largely as a result of the achievements, focus and skill of our executive leadership team. We achieved Contract Value, EBITDA, Revenue and GAAP EPS growth of 12%, 10%, 11% and 12%, respectively. Additionally, our Common Stock returned 54%, 29% and 32% on a 1, 3 and 5 year basis, significantly out-performing the S&P 500 and NASDAQ indices and our peer group for the corresponding periods.

Additionally, as noted above, to further enhance our compensation policies, earlier this year our Board adopted a clawback policy which permits the Board to seek recoupment of unearned incentive compensation from an executive officer who engages in misconduct that results in a restatement of financial results.

The Board believes that Gartner’s executive compensation program has a proven record of effectively driving superior levels of financial performance, stockholder value, alignment of pay with performance, high ethical standards and attraction and retention of highly talented executives.

## RECOMMENDATION OF OUR BOARD

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



# PROPOSAL THREE:

## APPROVAL OF GARTNER, INC. 2014 LONG - TERM INCENTIVE PLAN

We are asking stockholders to approve our new 2014 Long -Term Incentive Plan (the “2014 Plan”). Upon the recommendation of our Compensation Committee, the 2014 Plan was adopted by our Board in February 2014, subject to the approval of stockholders at the 2014 Annual Meeting. If approved, the 2014 Plan will replace our 2003 Long-Term Incentive Plan (the “2003 Plan”). The 2003 Plan was adopted by our Board, and approved by stockholders, in 2003. In 2005 and in 2009, our Board adopted, and the stockholders approved, the amendment and restatement of the 2003 Plan. The 2003 Plan expires by its terms in April 2015.

## Highlights of the 2014 Plan

- Allows for qualifying performance-based awards and enhanced flexibility. The 2014 Plan is designed to allow the Company to grant equity incentive compensation awards that are intended to qualify as performance-based compensation exempt from the deduction limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).

- Administered by an Independent Committee. The 2014 Plan is administered by our Compensation Committee which consists entirely of independent directors.

- No evergreen provision. There is no evergreen feature under which the shares authorized for issuance under the 2014 Plan can be automatically replenished.

- No repricing or exchange. Stock options and stock appreciation rights may not be exchanged for a new option with a lower exercise price without stockholder approval.

- No cash buyouts. Underwater options or stock appreciation rights may not be bought out for cash without stockholder approval.

- No discounted awards. Stock options and stock appreciation rights may not be granted with an exercise price less than the fair market value of the Company’s common stock on the date of grant.

- Limits grants. The 2014 Plan contains per person limits which limit the number of stock options, stock appreciation rights and restricted stock or unit awards that may be made to an individual in a year.

- Clawback policy. Awards are subject to the Company’s clawback policy which permits recoupment of awards or award value from an officer who engages in fraud, omission or intentional misconduct that results in a required restatement of financial statements.

- Material Amendments require stockholder approval. Material changes, including material increases to the benefits accrued to Participants under the 2014 Plan; increases to the number of securities that may be issued under the 2014 Plan; material modifications to the requirements for participation in the 2014 Plan, and the addition of a new provision allowing the Committee to lapse or waive restrictions at its discretion require stockholder approval.

## Purpose of the 2014 Plan

The 2014 Plan is intended to enable us to continue to provide incentives outstanding individuals to become employees, directors and consultants of Gartner. The 2014 Plan also is intended to retain these individuals, whose present and potential contributions are important to our continued success, to afford them the opportunity to acquire a proprietary interest in Gartner, thereby helping to align their interests with those of our stockholders. The 2014 Plan also is designed to permit us to choose to pay compensation that is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code, thereby potentially giving us a full Federal tax deduction for any compensation that so qualifies.

As noted in our Compensation Discussion and Analysis beginning on page 14, Gartner’s executive compensation is heavily weighted towards the long-term incentive compensation element, as compared to the cash elements, in order to drive corporate performance. Similarly, these awards are utilized to motivate and retain employees who are able to significantly contribute to our performance.

As of March 19, 2014, there were approximately 5.8 million remaining shares of our Common Stock authorized for issuance as equity awards under the 2003 Plan. All remaining shares under the 2003 Plan as of the date of this meeting will be transferred to the 2014 Plan; in addition, we are seeking additional shares (not to exceed 2.2 million), such that there will be not more than 8,000,000 shares available for issuance to employees, officers and directors as equity awards under the 2014 Plan.

In making new awards to eligible participants, we intend to continue to consider the dilutive effect that the issuance of awards under our equity compensation program will have on our stockholders.

The principal features of the 2014 Plan are substantially similar to those contained in the 2003 Plan. The following is a brief summary of the material features of the 2014 Plan. The full text of the 2014 Long - Term Incentive Plan is attached as Appendix A. You should read Appendix A in its entirety.



## Administration and Operation

The Compensation Committee of our Board (the “Committee”) will administer the 2014 Plan. In the case of awards intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m) or granted to an officer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee must consist of two or more “outside directors” within the meaning of Section 162(m) of the Code (to enable us to receive a federal tax deduction for certain compensation paid under the 2014 Plan) and “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act (dealing with short-swing profit rules). All three of our current Committee members so qualify as of the date of this proxy statement.

Under the 2014 Plan, the Committee has the discretion to delegate its authority under the 2014 Plan to one or more directors or officers, except with respect to grants to officers subject to Section 16 of the Exchange Act and awards intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m). At the present time, the Committee has made a delegation to the Chief Executive Officer to allow him to make awards under the 2014 Plan not to exceed $500,000 in value or $2,000,000 in aggregate value in any calendar year to eligible persons other than executive officers. This delegation is designed to assist the Chief Executive Officer with hiring, promoting and retaining key employees.

Subject to certain restrictions, the Committee has the authority to interpret the 2014 Plan and oversees all decisions regarding its administration, including the selection of award recipients, the determination of the types of awards they receive, the establishment of the terms, conditions and other provisions of such awards and any modification or amendment of such awards. This includes the authority to determine the exercise price (which must be at least equal to the fair market value of our Common Stock on the date of grant), the number of shares subject to each award (subject to limits under the 2014 Plan), as well as applicable vesting criteria, performance objectives, the terms of exercise, the form of consideration payable upon exercise, and to make all other determinations necessary or advisable for administering the 2014 Plan.

The 2014 Plan prohibits, without the approval of our stockholders, any program to reduce the exercise price of options or other awards, or to exchange options or other awards for cash or other consideration (except, as explained below, under Shares Available for Issuance, to reflect stock splits, stock dividends etc., as approved by the Committee).

## General Terms and Eligibility

The 2014 Plan provides for the grant of incentive stock options, within the meaning of Code Section 422, to our employees and nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, long-term performance awards and common stock equivalent awards (each, an “award”) to our employees, directors, and consultants. All of our employees and consultants (and the employees or consultants of any Gartner subsidiary or affiliate) and our outside directors are eligible to receive awards under the 2014 Plan. All awards to executive officers and directors, and the aggregate award value to all non-executive employees and consultants, is approved by the Committee (except for those awards to non-executive employees that are approved by our Chief Executive Officer under a delegation of authority from the Committee).

## Shares Available for Issuance

As of April 1, 2014, there are approximately 5,800,000 remaining shares of our Common Stock authorized for issuance as equity awards under the 2003 Plan. All remaining shares under the 2003 Plan as of the date of this meeting will be transferred to the 2014 Plan; in addition, we are seeking additional shares (not to exceed 2.2 million), such that there will be not more than 8,000,000 shares available for issuance to employees, officers and directors as equity awards under the 2014 Plan.

If any shares of stock that are subject to an award under the 2014 Plan are not issued or cease to be issuable for any reason (including, for example, because the award is settled in cash, terminated, forfeited or cancelled, or the shares subject to the award or other shares owned by the participant are used to satisfy the exercise price or tax withholding obligations related to the award), those shares will become available for additional awards.

The number of shares available for issuance under the 2014 Plan, the number of shares covered by an outstanding award, the number of shares and other awards provided to outside directors, the award limits under the 2014 Plan and the price per share covered by each outstanding award are subject to proportionate adjustment in the event of a stock split, reverse stock split, merger, stock dividend, extraordinary cash dividend spin-off or split-up, combination or reclassification of the Common Stock or other action affecting our shares.

In determining the number of additional shares to become available under our Plan, the Compensation Committee considered the following factors:

- Remaining Competitive. We expect that the 2014 Plan will play an important role in our ability to offer competitive compensation to our employees in the future, more closely align the interests of executives with those of our stockholders, and attract and retain high-performing employees for whom we compete among a limited pool of talent.



- Forecasted Share Usage. If stockholders approve the 2014 Plan, we currently anticipate that the shares as approved under the 2014 Plan will meet our expected needs through 2019 when we will next be required under IRC 162m to submit our plan to stockholders for approval. In determining the projected share utilization, the Committee considered a forecast that included the following factors: (i) if approved by stockholders, not more than 8,000,000 shares that would be available for grant under the 2014 Plan; (ii) forecasted future grants (principally based on historical grant practices, and (iii) estimated future cancellations of awards that could return to the 2014 Plan (also based on past experience). We anticipate that we may request additional shares under the Plan next at our annual meeting of stockholders in 2019. However, future circumstances and changes in our business needs may require a different result.

- Burn Rate and Dilution. Our equity grants over the past three years and our corresponding burn rates are as detailed in the chart below. Our three-year average annual burn rate under the 2003 Plan was 2.4% per year. The potential dilution from the shares under the 2014 Plan is 8.9%, based on total common shares outstanding (measured as of April 1, 2014). Burn rate for this purpose was calculated as: (number of stock appreciation rights granted + number of restricted stock units and common stock equivalents granted x 2.5) / the weighted average number of common shares outstanding for the particular year. Dilution for this purpose was calculated as the number of equity awards granted, less cancellations, as a percentage of total outstanding shares.

<table><tr><td rowspan="2">Year</td><td rowspan="2">SARS Granted</td><td colspan="2">Full-Value Awards</td><td colspan="2">Weighted Average Common Shares Outstanding</td><td rowspan="2">Burn Rate</td></tr><tr><td>Granted</td><td>Total Granted</td><td></td><td></td></tr><tr><td>2013</td><td>400,000</td><td>709,718</td><td>2,174,295</td><td>93,015,000</td><td>2.34%</td><td></td></tr><tr><td>2012</td><td>400,000</td><td>711,373</td><td>2,178,433</td><td>93,444,000</td><td>2.33%</td><td></td></tr><tr><td>2011</td><td>400,000</td><td>813,294</td><td>2,433,235</td><td>96,019,000</td><td>2.53%</td><td></td></tr><tr><td></td><td></td><td></td><td colspan="2">Three-Year Average Burn Rate:</td><td>2.40%</td><td></td></tr></table>

The equity grant figures above are from footnote (8) and the weighted common shares outstanding is from footnote (9) to our financial statements filed with our Annual Report on Form 10-K for the fiscal years ended December 31, 2013, 2012 and 2011.

- Overhang. The Committee also considered additional overhang, which measures the number of shares subject to equity awards outstanding but unexercised, plus the number of shares available to be granted, as a percentage of total shares. As of April 1, 2014, we had outstanding grants of 2,064,080 stock options and stock appreciation rights, and 1,514,157 restricted stock units, all of which were granted under the 2003 Plan. The foregoing, along with the maximum 8,000,000 shares under the 2014 Plan (5.8 million shares remaining available for future grant under the 2003 Plan and the new share request of not more than 2,200,000 shares), represents approximately 11.4% (on a fully diluted basis) of our total outstanding common shares as of April 1, 2014, of approximately 90,200,000 shares.

## Types and General Terms of Awards

Awards under the 2014 Plan may take the form of incentive or nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units or common stock equivalents. Subject to certain restrictions set forth in the 2014 Plan, the Committee will set the terms, conditions and other provisions of each award, including the size of the award, the exercise or base price, the vesting and exercisability schedule and termination, cancellation and forfeiture provisions.

All awards are subject to the following specific restrictions:

• Code Section 162(m) places limits on the deductibility for federal income tax purposes of compensation paid to certain of our executive officers. In order to preserve our ability to deduct the compensation income associated with certain awards granted to such persons, the 2014 Plan provides that no participant may receive options or stock appreciation rights, covering in the aggregate more than 2,000,000 shares of our Common Stock during any fiscal year of the Company. Similarly, no participant may receive restricted stock units, restricted stock awards, or performance shares covering in the aggregate more than 1,000,000 shares of our Common Stock during any fiscal year. During any fiscal year, no participant may receive performance units having a value in excess of $5,000,000. These limits together are referred to as the “Per Person Limits.”

• Except for adjustments made to address stock splits and similar transactions, the exercise price for outstanding options granted under the 2014 Plan may not be reduced after the date of grant and any outstanding option granted under the 2014 Plan may not be surrendered to us as consideration for the grant of a new option with a lower exercise price without approval of our stockholders.

• Unless otherwise determined by the Committee, an award may not be sold, pledged, assigned, transferred or disposed of in any manner other than by will or by the laws of descent or distribution, and during the lifetime of a participant, may be exercised or



purchased only by the participant. The Committee may permit the transfer of an award to members of a participant’s immediate family.

• The Committee determines the permissible methods of exercise or purchase of an award, which may include cash or check, certain other shares of our stock owned by the participant having a fair market value equal to the price payable by the participant for the award, net exercise and any other legal consideration that the Committee deems appropriate or any combination of the foregoing.

The Committee may (but is not required) to grant awards that are intended to qualify as “performance-based compensation” for purposes of Code Section 162(m). Under 162(m), we generally may not deduct for federal income tax purposes compensation paid to the Chief Executive Officer or the three other highest paid employees (other than our Chief Financial Officer) to the extent that any of these persons receive more than $1 million in compensation in any single year. However, if the compensation qualifies as “performance-based” for Section 162(m) purposes, we may deduct for federal income tax purposes the compensation paid even if such compensation exceeds $1 million in a single year. For certain awards granted under the 2014 Plan to qualify as “performance-based” compensation under Section 162(m), among other things, the stockholders must approve the material terms of the 2014 Plan, including the performance goals that may be permitted to apply to certain awards granted under the 2014 Plan, and the per person annual award limits of the 2014 Plan. Certain awards intended to qualify as “performance-based compensation,” such as restricted stock, restricted stock units, performance shares and performance units, must be conditioned on the achievement of goals for one or more of the following measures: Cash Flow, Contract Value, Earnings Per Share, Economic Value Added, Expense Management, Profit, Return on Capital, Return on Equity, Revenue and Total Shareholder Return.

Each of the above performance goals is defined in 2014 Plan. Any performance goal used may be measured (1) in absolute terms, (2) in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), (3) in relative terms (including, but not limited to, as compared to results for other periods of time, and/or against another company, companies or an index or indices), (4) on a per-share or per-capita basis, (5) against the performance of Gartner as a whole or a specific business unit(s), business segment(s) or product(s), and/or on a pre-tax or after-tax basis. The Committee, in its discretion, will determine whether any significant element(s) or item(s) will be included in or excluded from the calculation of any performance goal with respect to any Participants (for example, but not by way of limitation, the effect of mergers and acquisitions). As determined in the discretion of the Committee, achievement of performance goals for a particular award may be calculated in accordance with the Company’s financial statements, prepared in accordance with generally accepted accounting principles, or as adjusted for certain costs, expenses, gains and losses to provide non-GAAP measures of operating results.

## Stock Options

A stock option is the right to purchase shares of our Common Stock at a fixed exercise price for a fixed period of time. Options granted under the 2014 Plan may be incentive stock options, within the meaning of Code Section 422, granted to our employees, or may be nonstatutory stock options. Each option is evidenced by an award agreement between us and the optionee, and is subject to the following terms and conditions:

• The Committee determines the number of shares granted to a participant pursuant to a stock option, subject to the Per Person Limits described above.

• The Committee will determine the exercise price of options granted under the 2014 Plan, but no options will have an exercise price less than the fair market value of our Common Stock on the date of grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value on the date such option is granted.

• The terms of options are determined by the Committee, provided that no option will be exercisable more than ten years after the date of grant. However, with respect to any participant who owns 10% of the voting power of all classes of our outstanding capital stock, the term of an incentive stock option must not exceed five years.

• After termination of one of our employees, directors or consultants, he or she may exercise his or her option for the period of time determined by the Committee and stated in the award agreement.

## Stock Appreciation Rights

A stock appreciation right is the right to receive the appreciation in the fair market value of our Common Stock between the exercise date and the date of grant, for that number of shares of our Common Stock with respect to which the stock appreciation right is exercised. Each award of stock appreciation rights is evidenced by an award agreement specifying the terms and conditions of the award. The Committee determines the exercise price of stock appreciation rights, except that no stock appreciation right may have an exercise price less than the fair market value of the shares on the date of grant. The Committee also determines the vesting schedule, term and other terms and conditions of stock appreciation rights. The Committee also will determine the number of shares granted to a participant pursuant to a stock appreciation right, subject to the Per Person Limits as discussed above. After termination of service with us, a participant will be able to exercise the vested portion of his or her stock appreciation right for the period of time stated in the award agreement. In no event will a stock appreciation right be exercised later than the expiration of its term. While the Committee



may, in its sole discretion, pay amounts owed pursuant to a stock appreciation right in cash, shares of our Common Stock or in a combination thereof, historically all stock appreciation rights under the 2003 Plan have been stock-settled.

## Restricted Stock

Restricted stock awards are awards of shares of our Common Stock that vest in accordance with terms and conditions established by the Committee. The Committee may impose whatever conditions to vesting it determines to be appropriate including, if the Committee desires, using a performance goal or goals with the intention of qualifying the award as “performance-based compensation” for purposes of Code Section 162(m). Each award of restricted stock is evidenced by an award agreement specifying the terms and conditions of the award. The Committee determines the purchase price of any grants of restricted stock and, unless the Committee determines otherwise, shares that do not vest typically will be subject to our right of repurchase, which we may exercise upon the voluntary or involuntary termination of the participant’s service with us for any reason including death or disability. The Committee will determine the number of shares of restricted stock granted to a participant, subject to the Per Person Limits discussed above.

## Restricted Stock Units

Restricted stock units are awards of a right to receive Common Stock, which may be paid out upon vesting or such other time or times determined by the Committee. Each restricted stock unit has an initial value equal to the fair market value of a share on the date of grant. The Committee determines the terms and conditions of restricted stock units. Each restricted stock unit award will be evidenced by an award agreement that will specify terms and conditions as the Committee may determine in its sole discretion, including, without limitation, whatever conditions to vesting it determines to be appropriate. If the Committee intends for the award to qualify as “performance-based compensation” for purposes of Code Section 162(m), the restricted stock unit will vest based on the achievement of performance goals. The Committee will determine the number of shares granted pursuant to a restricted stock unit award, subject to the Per Person Limits as discussed above. As permitted under the 2014 Plan, the Committee has adopted a program that allows certain recipients of restricted stock unit awards (our executive officers and outside directors) to make an advance election to defer release of the shares for a period of years or until termination; the program complies with Code Section 409A rules governing deferred compensation.

## Performance Units and Performance Shares

Performance units and performance shares are awards that result in a payment to a participant (in the form of cash, shares of equal value, or a combination thereof, as determined by the Committee) only if performance goals and/or other vesting criteria established by the Committee are achieved or the awards otherwise vest. Each performance share corresponds to the value of one share of our stock. The Committee establishes the initial value of each performance unit on the date of grant. The vesting requirements (which may be solely continued employment) will be determined by the Committee. If the Committee desires that the award be intended to qualify as performance-based compensation under Section 162(m), any vesting requirements will be based on the list of performance goals described above.

## Awards to Outside Directors

Common Stock Equivalents. On a quarterly basis, our outside directors receive common stock equivalent awards for 100% of his or her directors' fees, unless the director has elected to receive not more than 50% of such fees in cash. The number of common stock equivalents awarded is equal to that portion of the outside director's quarterly compensation that he or she has elected to receive in common stock equivalents divided by the fair market value of our Common Stock on the first business day of each fiscal quarter. The common stock equivalents each represent one share of our Common Stock and are credited to a book-entry account and release upon termination of service, unless the director elects accelerated release.

Other. Our outside directors also are eligible for other awards (including nonqualified stock options, restricted stock, restricted stock units, performance shares and performance units) made under the 2014 Plan, which awards may be made at the discretion of the Committee. However, during any fiscal year, no outside director may be granted awards (including the common stock equivalents described above) having a grant date fair value in excess of $1,500,000 (calculated using the assumptions and methods used for recording compensation expense in the Gartner’s financial statements).

## Other Provisions

Change in Control. If we experience a change of control (as defined in the 2014 Plan), the Committee will determine how to treat awards, which may include requiring the successor corporation to assume or substitute an equivalent award for each outstanding award. Any awards that are not assumed or substituted, generally will become fully vested (and, if applicable, exercisable) before the change of control. Awards that are assumed or substituted will not automatically vest, unless determined otherwise by the Committee. For each award that is assumed or substituted, if the participant is terminated without cause (as defined) within 12 months following the change in control, the award will fully vest (unless the applicable award agreement prohibits such vesting).



Amendments and Termination. The Board or the Committee generally may amend or terminate the 2014 Plan at any time and for any reason. However, as described above, the Board or Committee generally is required to obtain stockholder approval to (1) reprice outstanding options; or (2) institute a program whereby outstanding awards are surrendered or cancelled in exchange for awards of the same type (which may have a lower exercise price or purchase price), awards of a different type and/or cash. In addition, any future amendments will be submitted for stockholder approval if necessary or appropriate to continue the 2014 Plan’s compliance with Section 162(m) of the Internal Revenue Code or with NYSE rules. In addition, an amendment will be subject to stockholder approval if the Board or Committee deems such amendment to be a “material amendment,” except with respect to such an amendment that will impact awards in the aggregate of no more than 5% of the shares reserved for issuance under the 2014 Plan. For purposes of the Board’s or the Committee’s determination, the following amendments shall be deemed to be “material amendments” for purposes of the prior sentence: (1) material increases to the benefits accrued to participants under the 2014 Plan; (2) increases in the number of securities that may be issued under the 2014 Plan; (3) material modifications to the requirements for participation in the 2014 Plan; and (4) the addition of a new provision allowing the Board or the Committee to waive or let the restrictions lapse at its discretion. The 2014 Plan is set to expire on February 3, 2024, unless terminated earlier by the Board or Committee.

Foreign Jurisdictions. To facilitate awards to foreign nationals or to employees employed by us (or certain affiliates) outside the United States, the Committee may approve supplements to, or amendments, restatements or alternative versions of, the 2014 Plan without affecting the terms of the 2014 Plan for any other purpose; provided that no such supplements, amendments, restatements or alternative versions include any provisions that are inconsistent with the terms of the 2014 Plan, as then in effect, unless the 2014 Plan could have been amended to eliminate such inconsistency without further approval by our stockholders.

## Federal Income Tax Consequences

The following is a brief description of the material U.S. federal income tax consequences associated with awards under the 2014 Plan. It is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. It does not purport to be complete, and does not discuss the tax consequences of a recipient’s death or the provisions of the income tax laws of any municipality, state or foreign country in which the recipient may reside.

Incentive Stock Options. An optionee who is granted an incentive stock option does not recognize taxable income at the time the option is granted or upon its exercise, although the exercise is an adjustment item for alternative minimum tax purposes and may subject the optionee to the alternative minimum tax. Upon a disposition of the shares more than two years after grant of the option and one year after exercise of the option, any gain or loss is treated as long-term capital gain or loss. If these holding periods are not satisfied, the optionee recognizes ordinary income at the time of disposition equal to the difference between the exercise price and the lower of (i) the fair market value of the shares at the date of the option exercise or (ii) the sale price of the shares. Any gain or loss recognized on such a premature disposition of the shares in excess of the amount treated as ordinary income is treated as long-term or short-term capital gain or loss, depending on the holding period.

Nonstatutory Stock Options. An optionee does not recognize any taxable income at the time he or she is granted a nonstatutory stock option. Upon exercise, the optionee recognizes taxable income generally measured by the excess of the then fair market value of the shares over the exercise price. Any taxable income recognized in connection with an option exercise by one of our employees is subject to tax withholding by us. Upon a disposition of such shares by the optionee, any difference between the sale price and the optionee’s exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.

Restricted Stock. Restricted Stock Units, Performance Shares, Performance Units and Common Stock Equivalents. A participant generally will not have taxable income at the time an award of restricted stock, restricted stock units, performance shares, performance units or common stock equivalents is granted. Instead, he or she generally will recognize ordinary income in the first taxable year in which the award (or, if applicable, cash) no longer is subject to substantial risk of forfeiture (i.e., when vested) and is paid. However, a holder of a restricted stock award may elect to recognize income instead at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any amount paid for the shares) on the date the award is granted. In certain circumstances, payment (i.e., release of shares), and recognition of ordinary income, of a holder of an award other than restricted stock may be subject to a six-month delay under Code Section 409A rules governing deferred compensation. If permitted by the Committee, recipients of awards other than restricted stock may make an advance election to defer payment of vested shares (or, if applicable, cash) and in that case, generally would not recognize ordinary income until the payment date.

Stock Appreciation Rights. No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the fair market value of any shares received and/or the amount of any cash received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Other Awards. For other awards, the participant will generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or the date of delivery of the shares and we will generally be entitled to a corresponding tax deduction.



Tax Effect for Gartner. We generally will be entitled to a tax deduction in connection with an award under the 2014 Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). Special rules limit the deductibility of compensation paid to “covered employees” under Code Section 162(m); under current IRS guidance, this includes our Chief Executive Officer and the three other most highly compensated executive officers (other than the Chief Financial Officer). The annual compensation paid to any of these individuals will be deductible only to the extent that it does not exceed $1,000,000. However, we can preserve the deductibility of certain compensation in excess of $1,000,000 if the conditions of Section 162(m) are met. These conditions include stockholder approval of the 2014 Plan and setting limits on the number of awards that any individual may receive per year. The 2014 Plan has been designed to permit the Committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Code Section 162(m), thereby permitting us to receive a federal income tax deduction in connection with such awards.

## Plan Benefits

Except for the common stock equivalent awards granted automatically to our outside directors as directors fees (discussed above), awards granted under the 2014 Plan are subject to the discretion of the Committee and are not determinable at this time. We expect that future grants under the 2014 Plan may approximate the value of grants made in prior years under the 2003 Plan, but this result could change markedly depending on future circumstances and decisions. Our executive officers and directors have an interest in this proposal because they are eligible to receive awards under the 2014 Plan.

The following table sets forth with respect to the existing 2003 Plan: (a) the total number of shares of our Common Stock subject to stock appreciation rights (SARs) granted during the last fiscal year; (b) the average per share exercise price of such SARs; (c) the total number of restricted stock units (RSUs) granted during the last fiscal year; (d) the dollar value of the shares underlying these RSUs based on $71.05 per share, the last reported trade price for our Common Stock on December 31, 2013 (the “Year End Price”); (e) the total number of common stock equivalents granted during the last fiscal year; and (f) the dollar value of such common stock equivalents on December 31, 2013 based upon the Year End Price, to our named executive officers, all executive officers as a group, all employees other than executive officers as a group and all non-executive directors as a group. No other types of awards were granted under the 2003 Plan during the last fiscal year.

<table><tr><td>Name of Individual or Group</td><td>Number of SARs Granted</td><td>Average Per Share Exercise Price(\()</td><td>Number of Restricted Stock Units Granted</td><td>Dollar Value of Shares of Restricted Stock Granted(\()</td><td>Number of Common Stock Equivalents</td><td>Dollar Value of Common Stock Equivalents Granted(\()</td></tr><tr><td>Eugene A. Hall</td><td>130,749</td><td>49.37</td><td>107,674</td><td>7,650,024</td><td>-</td><td>-</td></tr><tr><td>Christopher J. Lafond</td><td>37,858</td><td>49.37</td><td>31,176</td><td>2,215,055</td><td>-</td><td>-</td></tr><tr><td>Lewis G. Schwartz</td><td>18,905</td><td>49.37</td><td>15,568</td><td>1,106,106</td><td>-</td><td>-</td></tr><tr><td>Per Anders Waern</td><td>18,905</td><td>49.37</td><td>15,568</td><td>1,106,106</td><td>-</td><td>-</td></tr><tr><td>Dale Kutnick</td><td>18,905</td><td>49.37</td><td>15,568</td><td>1,106,106</td><td>-</td><td>-</td></tr><tr><td>Executive Officer Group</td><td>354,448</td><td>49.39</td><td>304,302</td><td>21,620,657</td><td>-</td><td>-</td></tr><tr><td>Employees (other than Executive Officers) as a Group</td><td>-</td><td>-</td><td>320,875</td><td>22,798,168</td><td>-</td><td>-</td></tr><tr><td>Non-Executive Director Group</td><td>-</td><td>-</td><td>26,200</td><td>1,861,510</td><td>9,718</td><td>690,464</td></tr></table>

## RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote to APPROVE the Gartner, Inc. 2014 Long - Term Incentive Plan

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## SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based on our review of information on file with the SEC and our stock records, the following table provides certain information about beneficial ownership of shares of our Common Stock as of April 1, 2014 (including shares that will release (RSUs) or become exercisable (options or SARs) within 60 days following April 1, 2014) held by: (i) each person (or group of affiliated persons) which is known by us to own beneficially more than five percent (5%) of our Common Stock; (ii) each of our directors; (iii) each Named Executive Officer; and (iv) all directors, Named Executive Officers and other current executive officers as a group. Unless otherwise indicated, the address for those listed below is c/o Gartner, Inc., 56 Top Gallant Road, Stamford, CT 06904. The amounts shown do not include CSEs that release upon termination of service as a director, or deferred RSUs that will not release within 60 days. Since all stock appreciation rights (SARs) are stock-settled (i.e., shares are withheld for the payment of exercise price and taxes), the number of shares ultimately issued upon settlement will be less than the number of SARs that were settled. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table directly own, and have sole voting and investment power with respect to, all shares of Common Stock shown as beneficially owned by them. To the Company’s knowledge, none of these shares has been pledged.

<table><tr><td rowspan="2">Beneficial Owner</td><td colspan="2">Number of Shares</td></tr><tr><td>Beneficially Owned</td><td>Percent Owned</td></tr><tr><td>Michael J. Bingle (1)</td><td>18,213</td><td>*</td></tr><tr><td>Richard J. Bressler</td><td>14,490</td><td>*</td></tr><tr><td>Raul E. Cesan (2)</td><td>84,811</td><td>*</td></tr><tr><td>Karen E. Dykstra</td><td>18,876</td><td>*</td></tr><tr><td>Anne Sutherland Fuchs (1)</td><td>34,165</td><td>*</td></tr><tr><td>William O. Grabe (1)</td><td>120,751</td><td>*</td></tr><tr><td>Stephen G. Pagliuca (1)</td><td>46,423</td><td>*</td></tr><tr><td>James C. Smith (3)</td><td>1,043,904</td><td>1.2</td></tr><tr><td>Eugene A. Hall (4)</td><td>1,533,424</td><td>1.7</td></tr><tr><td>Christopher J. Lafond (5)</td><td>173,069</td><td>*</td></tr><tr><td>Lewis G. Schwartz (6)</td><td>110,179</td><td>*</td></tr><tr><td>Per Anders Waern</td><td>-</td><td>*</td></tr><tr><td>Dale Kutnick (7)</td><td>101,839</td><td>*</td></tr><tr><td>All current directors, Named Executive Officers and other executive officers as a group (21 persons) (8)</td><td>3,918,890</td><td>4.3</td></tr><tr><td>T. Rowe Price Associates, Inc. (9)</td><td>10,553,026</td><td>11.7</td></tr><tr><td>100 E. Pratt Street, Baltimore, MD 21202</td><td></td><td></td></tr><tr><td>Baron Capital Group, Inc. (10)</td><td>9,178,296</td><td>10.2</td></tr><tr><td>767 Fifth Avenue, New York, NY 10153</td><td></td><td></td></tr><tr><td>Morgan Stanley (11)</td><td>5,776,334</td><td>6.4</td></tr><tr><td>1585 Broadway, New York, NY 10036</td><td></td><td></td></tr><tr><td>The Vanguard Group, Inc. (12)</td><td>5,702,692</td><td>6.3</td></tr><tr><td>100 Vanguard Blvd., Malvern, PA 19335</td><td></td><td></td></tr><tr><td>Blackrock, Inc. (13)</td><td>5,542,917</td><td>6.1</td></tr><tr><td>40 East 52 \( ^{nd} \)  Street, New York, NY 10022</td><td></td><td></td></tr></table>

 \( ^{*} \)  Less than 1%

(1) Includes 3,275 RSUs that will release on May 30, 2014 (the “2013 Director RSU Award”).

(2) Includes 30,000 shares held by a family foundation as to which Mr. Cesan may be deemed a beneficial owner, and the 2013 Director RSU Award.

(3) Includes the 2013 Director RSU Award, 50,000 shares held by members of Mr. Smith’s immediate family and 211,900 shares held by a family foundation as to which Mr. Smith may be deemed a beneficial owner.

(4) Includes 421,837 shares issuable upon the exercise of stock appreciation rights (“SARs”).

(5) Includes 117,930 shares issuable upon the exercise of SARs.

(6) Includes 58,893 shares issuable upon the exercise of SARs.



(7) Includes 33,435 shares issuable upon the exercise of SARs. Also includes 3,300 shares held for the benefit of immediate family members, 20,000 shares held in a private family foundation and 18,900 shares in an IRA account as to which Mr. Kutnick may be deemed a beneficial owner.

(8) Includes 21,999 RSUs shares that will release within 60 days, and 1,019,084 shares issuable upon the exercise of SARs.

(9) These shares are owned by various individual and institutional investors, including T. Rowe Price Mid-Cap Growth Fund, Inc. (which owns 4,000,000 of the reported shares, representing 6.4% of the shares outstanding), for which T. Rowe Price Associates, Inc. (“Price Associates”) serves as an investment adviser with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities.

(10) Includes shares beneficially owned by Baron Capital Group, Inc. (“BCG”) and Ronald Baron; also includes 8,564,081 shares beneficially owned by BAMCO, Inc. and 614,215 shares beneficially owned by Baron Capital Management, Inc., subsidiaries of BCG.

(11) Includes shares beneficially owned, or deemed to be beneficially owned, by certain operating units of Morgan Stanley and its subsidiaries and affiliates.

(12) Includes shares beneficially owned by The Vanguard Group, Inc. as an investment adviser, and includes 52,771 shares beneficially owned by Vanguard Fiduciary Trust Company as investment manager and 6,521 shares beneficially owned by Vanguard Investments Australia, Ltd as investment manager.

(13) Includes shares held by various subsidiaries of Blackrock, Inc.

## SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of our Common Stock to file reports of ownership and changes of ownership with the SEC and to furnish us with copies of the reports they file. To assist with this reporting obligation, the Company prepares and files ownership reports on behalf of its officers and directors pursuant to powers of attorney issued by the officer or director to the Company. Based solely on our review of these reports, or written representations from certain reporting persons, there were no late filings in 2013.

## TRANSACTIONS WITH RELATED PERSONS

Gartner is a provider of comprehensive research coverage of the IT industry to approximately 14,100 distinct client organizations across 85 countries. Because of our worldwide reach, it is not unusual for Gartner to engage in ordinary course of business transactions involving the sale of research or consulting services with entities in which one of our directors, executive officers or a greater than 5% owner of our stock, or immediate family member of any of them, may also be a director, executive officer, partner or investor, or have some other direct or indirect interest. We will refer to these transactions generally as related party transactions.

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

The Company maintains a written conflicts of interest policy which is posted on our intranet and prohibits all Gartner employees, including our executive officers, from engaging in any personal, business or professional activity which conflicts with or appears to conflict with their employment responsibilities and from maintaining financial interests in entities that could create an appearance of impropriety in their dealings with the Company. Additionally, the policy prohibits all Gartner employees from entering into agreements on behalf of Gartner with any outside entity if the employee knows that the entity is a related party to a Gartner employee;



i.e., that the contract would confer a financial benefit, either directly or indirectly, on a Gartner employee or his or her relatives. All potential conflicts of interest and related party transactions involving Gartner employees must be reported to, and pre-approved by, the General Counsel.

In 2013, there were no related party transactions in which any director, executive officer or a greater than 5% owner of our stock, or immediate family member of any of them, had or will have a direct or indirect material interest.

## PROPOSAL FOUR:

## RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

The Audit Committee of the Board of Directors has appointed KPMG LLP to serve as the Company’s independent auditor for the 2014 fiscal year. Additional information concerning the Audit Committee and its activities with KPMG can be found in the Audit Committee Report and the Principal Accountant Fees and Services below.

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

## Principal Accountant Fees and Services

During 2013, KPMG performed recurring audit services, including the examination of our annual financial statements, limited reviews of quarterly financial information, certain statutory audits and tax services for the Company. The aggregate fees billed for professional services by KPMG in 2012 and 2013 for various services performed by them were as follows:

<table><tr><td>Types of Fees</td><td>2012</td><td>2013</td></tr><tr><td>Audit Fees</td><td>$2,613,200</td><td>2,577,188</td></tr><tr><td>Audit-Related Fees</td><td>4,556</td><td>-</td></tr><tr><td>Tax Fees</td><td>512,759</td><td>770,835</td></tr><tr><td>All Other Fees</td><td>-</td><td>-</td></tr><tr><td>Total Fees</td><td>$3,130,515</td><td>3,348,023</td></tr></table>

## Audit Fees

Audit fees relate to professional services rendered by KPMG for the audit of the Company’s annual consolidated financial statements contained in the Company’s Annual Report on Form 10-K, the review of its quarterly financial statements contained in the Company’s Quarterly Reports on Form 10-Q, as well as work performed in connection with statutory and regulatory filings.

## Audit-Related Fees

Audit-related fees relate to professional services rendered by KPMG primarily for audit support services.

## Tax Fees

Tax fees relate to professional services rendered by KPMG for permissible tax compliance in international and domestic locations, tax advice, tax planning and tax audits.

## All Other Fees

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

## Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by KPMG. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. KPMG and management report periodically to the Audit Committee regarding the services provided by KPMG in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. In the case of permissible tax services, the Audit Committee has approved overall fee amounts for specific types of permissible services (i.e., tax compliance, tax planning and tax audit support) to allow management to engage KPMG expeditiously as



needed as projects arise. All services rendered in 2013 were pre-approved by the Audit Committee. This category of fees covers all fees for any permissible service not included in the above categories.

## AUDIT COMMITTEE REPORT

Pursuant to its responsibilities as set forth in the Audit Committee Charter, the Audit Committee has reviewed and discussed with management and with KPMG Gartner’s audited consolidated financial statements for the year ended December 31, 2013. The Audit Committee has discussed with KPMG the matters required to be discussed under applicable rules of the Public Company Accounting Oversight Board (PCAOB). The Audit Committee has received the written disclosures and letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG that firm’s independence.

Based on the review and discussions noted above, as well as discussions regarding Gartner’s internal control over financial reporting and discussions with Gartner’s Internal Audit function, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2013 be included in Gartner’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 for filing with the Securities and Exchange Commission.

Audit Committee of the Board of Directors

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

April 15, 2014

## RECOMMENDATION OF OUR BOARD

Our Board unanimously recommends that you vote FOR ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for fiscal 2014.

## MISCELLANEOUS

## Stockholder Communications

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

## Available Information

Our website address is www.gartner.com. The investor relations section of our website is located at www.investor.gartner.com and contains, under the “Corporate Governance” link, current electronic printable copies of our:

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

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

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

• Audit Committee Charter

• Compensation Committee Charter

• Governance/Nominating Committee Charter

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



## Process for Submission of Stockholder Proposals for our 2015 Annual Meeting

The Company has adopted advance notice requirements related to stockholder business, including director nominations. These requirements are contained in our Bylaws, which can be found at www.investor.gartner.com, under the “Corporate Governance” link, and are summarized below. This summary is qualified by reference to the full Bylaw provision.

If you are a stockholder of record and you want to make a proposal for consideration at the 2015 Annual Meeting without having it included in our proxy materials, we must receive your written notice not less than 90 days prior to the 2015 Annual Meeting; provided, however, that if we fail to give at least 100 days prior notice of this meeting, then we must receive your written notice not more than 10 days after the date on which notice of the 2015 Annual Meeting is mailed.

A stockholder’s notice must set forth certain required information including: (i) a brief description of the business to be brought before the meeting and the reasons therefore; (ii) the name and address of the proposing stockholder and certain associated persons; (iii) the number of shares of Common Stock held by such stockholder and associated persons; (iv) a description of any hedging transactions entered into by such stockholder and persons; (v) any material interest of such stockholder and associated persons in the business to be conducted; and (vi) a statement as to whether a proxy statement and form of proxy will be delivered to other stockholders. In addition, certain information in the notice must be supplemented as of the record date for the meeting. If the stockholder business involves director nominations, the stockholder’s notice must also contain detailed information concerning the nominee, including name, age, principal occupation, interests in Common Stock, any other information regarding the nominee that would be required to be included in a proxy statement under the rules of the SEC had the proposal been made by management, and an acknowledgment by the nominee of the fiduciary duties owed by a director to a corporation and its stockholders under Delaware law. If you do not comply with all of the provisions of our advance notice requirements, then your proposal may not be brought before the 2014 Annual Meeting. All stockholder notices should be addressed to the Corporate Secretary, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, Connecticut 06904-2212.

Additionally, if you want to make a proposal for consideration at next year’s Annual Meeting and have it included in our proxy materials for that meeting, we must receive your proposal by December 17, 2014, and it must comply with all other provisions of the Company’s advance notice requirements as well as the requirements of Exchange Act Rule 14a-8.

## Annual Report

A copy of our Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 10-K") has been filed with the Securities and Exchange Commission and is available at www.sec.gov. You may also obtain a copy at www.investor.gartner.com. A copy of the 2013 10-K is also contained in our 2013 Annual Report to Stockholders, which accompanies this Proxy Statement. A copy of the 2013 10-K will be mailed to any stockholder who makes a written request to Investor Relations, Gartner, Inc., 56 Top Gallant Road, P.O. Box 10212, Stamford, CT 06904—2212.

By Order of the Board of Directors

Luis G. Schwartz

Lewis G. Schwartz

Corporate Secretary

Stamford, Connecticut

April 15, 2014



## EXHIBIT A

GARTNER, INC. 2014 LONG - TERM INCENTIVE PLAN



# GARTNER, INC.
LONG-TERM INCENTIVE PLAN
(Effective May 29, 2014)

## SECTION 1
BACKGROUND AND PURPOSE

1.1 Background and Effective Date. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Units, Performance Shares, and Restricted Stock Units. The Plan is effective as of May 29, 2014 (the “Effective Date”).

1.2 Purpose of the Plan. The Plan is intended to attract, motivate, and retain (a) employees of the Company and its Affiliates, (b) consultants who provide significant services to the Company and its Affiliates, and (c) directors of the Company who are employees of neither the Company nor of any Affiliate. The Plan also is designed to: (1) encourage stock ownership by Participants, thereby aligning their interests with those of the Company’s stockholders, and (2) permit the payment of compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code.

## SECTION 2

## DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 “1933 Act” means the Securities Act of 1933, as amended. Reference to a specific section of the 1933 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.2 “1934 Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.3 “2003 Plan” means the Gartner, Inc. Long-Term Incentive Plan, as amended and restated effective June 4, 2009.

2.4 “Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

2.5 “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Company’s common stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

2.6 “Award” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Nonqualified Stock Options, SARs, Restricted Stock Awards, Restricted Stock Units, Performance Units or Performance Shares.

2.7 “Award Agreement” means the written agreement (which may be in electronic form) setting forth the terms and conditions applicable to each Award granted under the Plan.

2.8 “Board” or “Board of Directors” means the Board of Directors of the Company.



2.9 “Cash Flow” means as to any Performance Period, cash generated from operating, financing and other business activities.

2.10 “Cause” means the occurrence of any of the following: (a) an act of personal dishonesty taken by the Participant in connection with his or her responsibilities as an employee and intended to result in his or her substantial personal enrichment; (b) the Participant being convicted of, or pleading no contest or guilty to, (x) a misdemeanor that the Company reasonably believes has had or will have a material detrimental effect on the Company; or (y) any felony; (c) a willful act by the Participant that constitutes gross misconduct; (d) the Participant’s willful and continued failure to perform the reasonable duties and responsibilities of his or her position after there has been delivered to the Participant a written demand for performance from the Company that describes the basis for the Company’s belief that the Participant has not substantially performed his or her duties and/or responsibilities and the Participant has not corrected such failure within 30 days of such written demand; or (e) a material violation by the Participant of any written, material Company employment policy or standard of conduct.

2.11 “Change of Control” means the occurrence of any of the events described in (a), (b) or (c) below, but subject to the rules of (d):

(a) A change in the ownership of the Company that occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company. For purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered an additional Change of Control; or

(b) A change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or for purposes of this subsection (b), once any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered an additional Change of Control; or

(c) A change in the ownership of a “substantial portion of the Company’s assets”, as defined herein. For this purpose, a “substantial portion of the Company’s assets” shall mean assets of the Company having a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such change in ownership. For purposes of this subsection (c), a change in ownership of a substantial portion of the Company’s assets occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that constitute a “substantial portion of the Company’s assets.” For purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

(d) For purposes of Section 2.11, the following rules will apply. A transaction will not constitute a Change of Control unless the transaction qualifies as a change of control event within the meaning of Section 409A. Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. A transaction will not constitute a Change of Control if its primary purpose is to: (1) change the state of the Company’s incorporation, or (2) create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s voting securities immediately before such transaction. For purposes of Section 2.11(a), a change in



ownership of the Company will not constitute a Change of Control if the stockholders of the Company immediately before such change in ownership, continue to retain, immediately after the change in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the securities of the Company, and such retained ownership is substantially the same relative proportions to one another (among the stockholders of the Company immediately before the change in ownership) as their ownership of shares of the Company’s voting securities immediately prior to the change in ownership. For this purpose, indirect beneficial ownership shall include, but not be limited to, ownership of the voting securities of one or more corporations or other entities that, directly or indirectly, own the Company.

2.12 “Code” means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.13 “Committee” means the committee appointed by the Board (pursuant to Section 3.1) to administer the Plan. As of the Effective Date, and until otherwise determined by the Board, the Compensation Committee of the Board will serve as the Committee.

2.14 “Common Stock Equivalent” or “CSE” means an Award granted to a Nonemployee Director that, pursuant to Section 12, is designated as a CSE.

2.15 “Company” means Gartner, Inc., a Delaware corporation, or any successor thereto.

2.16 “Consultant” means any consultant, independent contractor, or other person who provides significant services to the Company or its Affiliates, but who is not an Employee or a Director. However, a person shall not be eligible to be granted an Award if inclusion of that person as a Consultant would cause the Awards and/or Shares available under the Plan to be ineligible for registration on a Form S-8 Registration Statement under the 1933 Act.

2.17 “Contract Value” means as to any Performance Period, the value attributable to all of the Company’s 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.

2.18 “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(m) of the Code.

2.19 “Director” means any individual who is a member of the Board of Directors of the Company.

2.20 “Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code. In the case of Awards other than Incentive Stock Options, the Committee, in its discretion, may determine that a different definition of Disability shall apply in accordance with standards adopted by the Committee from time to time.

2.21 “Earnings per Share” means as to any Performance Period, the Company’s Profit, divided by the number of common shares outstanding for the Performance Period.

2.22 “Economic Value Added” means as to any Performance Period, the Company’s Profit, minus average cost of capital employed.

2.23 “Expense Management” means as to any Performance Period, the objective goals set by the Committee for expense control.

2.24 “Employee” means any employee of the Company or of an Affiliate, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan. Neither



service as a Director nor payment of a director’s fee by the Company will constitute “employment” by the Company.

2.25 “Exchange Program” means a program under which outstanding Awards are amended to provide for a lower Exercise Price or surrendered or cancelled in exchange for (a) Awards with a lower Exercise Price, (b) a different type of Award, (c) cash, or (d) a combination of (a), (b) and/or (c). Notwithstanding the preceding, the term Exchange Program does not include any (i) action described in Sections 4.3 or 4.4 nor (ii) transfer or other disposition permitted under Sections 13.7 and 13.8. The implementation of any Exchange Program is subject to stockholder approval as required under Section 3.2.

2.26 “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option or SAR.

2.27 “Fair Market Value” means the selling price for Shares on the relevant date, or if there were no sales on such date, the average of the selling prices on the immediately following and preceding trading dates, in either case as reported by the New York Stock Exchange or such other source selected in the discretion of the Committee (or its delegate). As determined in the discretion of the Committee, for this purpose, the selling price may be based on the opening, closing, actual, high, low, or average selling prices of Shares on the relevant date. Unless and until determined otherwise by the Committee, the selling price used for determining Fair Market Value shall be the closing price of a Share on the relevant date. Notwithstanding the preceding, for federal, state, and local income tax reporting purposes, fair market value shall be determined by the Committee (or the Company) in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

2.28 “Fiscal Quarter” means a fiscal quarter within a Fiscal Year of the Company.

2.29 “Fiscal Year” means the fiscal year of the Company.

2.30 “Grant Date” means, with respect to an Award, the date on which the Committee makes the determination granting such Award, or such later date as is determined by the Committee at the time it approves the grant. With respect to an Award granted under the automatic grant provisions of Section 12, “Grant Date” means the applicable date of grant specified in Section 12. The Grant Date of an Award shall not be earlier than the date the Award is approved by the Committee.

2.31 “Incentive Stock Option” means an Option to purchase Shares that by its terms qualifies as and is intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

2.32 “Nonemployee Director” means a Director who is not an employee of the Company or any Affiliate.

2.33 “Nonemployee Director Compensation” means the cash retainer and meeting fees that are payable to a Nonemployee Director for service on the Board for a calendar year.

2.34 “Nonqualified Stock Option” means an option to purchase Shares that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

2.35 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.36 “Participant” means the holder of an outstanding Award.

2.37 “Performance Goals” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to a Participant with respect to an Award. As determined by the Committee, the Performance Goals applicable to an Award shall provide for a targeted level or levels of achievement using one or more of the following measures: (a) Cash Flow, (b) Contract Value, (c) Earnings Per Share, (d) Economic Value Added, (e) Expense Management, (f) Profit, (g) Return on Capital, (h) Return on Equity, (i) Revenue and (j) Total Shareholder Return. Any Performance Goal used may be measured (1) in absolute terms, (2) in combination with



another Performance Goal or Goals (for example, but not by way of limitation, as a ratio or matrix), (3) in relative terms (including, but not limited to, as compared to results for other periods of time, and/or against another company, companies or an index or indices), (4) on a per-share or per-capita basis, (5) against the performance of the Company as a whole or a specific business unit(s), business segment(s) or product(s) of the Company, and/or (6) on a pre-tax or after-tax basis. Prior to the Determination Date, the Committee, in its discretion, will determine whether any significant element(s) or item(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participants (for example, but not by way of limitation, the effect of mergers and acquisitions). As determined in the discretion of the Committee prior to the Determination Date, achievement of Performance Goals for a particular Award may be calculated in accordance with the Company’s financial statements, prepared in accordance with generally accepted accounting principles, or as adjusted for certain costs, expenses, gains and losses to provide non-GAAP measures of operating results.

2.38 “Performance Period” means any Fiscal Quarter or such other period longer than a Fiscal Quarter, as determined by the Committee in its sole discretion.

2.39 “Performance Share” means an Award granted to a Participant pursuant to Section 9.

2.40 “Performance Unit” means an Award granted to a Participant pursuant to Section 8.

2.41 “Plan” means the Gartner, Inc. 2014 Long-Term Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

2.42 “Profit” means as to any Performance Period, income.

2.43 “Restricted Stock” means restricted Shares granted pursuant to a Restricted Stock Award.

2.44 “Restricted Stock Award” means an Award granted to a Participant pursuant to Section 7.

2.45 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 10.

2.46 “Return on Capital” means as to any Performance Period, Profit divided by invested capital.

2.47 “Return on Equity” means as to any Performance Period, the percentage equal to Profit divided by stockholder’s equity.

2.48 “Revenue” means as to any Performance Period, net sales.

2.49 “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation.

2.50 “SAR” or “Stock Appreciation Right” means an Award, granted alone or in connection with a related Option, that pursuant to Section 6 is designated as an SAR.

2.51 “Section 16(b)” means Section 16(b) of the 1934 Act.

2.52 “Section 16 Person” means an individual who, with respect to Shares, is subject to Section 16 of the 1934 Act and the rules and regulations promulgated thereunder.

2.53 “Section 409A” means Section 409A of the Code.

2.54 “Shares” means the shares of common stock, par value $0.0005 per share, of the Company.

2.55 “Subsidiary” means any corporation in an unbroken chain of corporations beginning with the Company as the corporation at the top of the chain, but only if each of the corporations below the Company (other than the last corporation in the unbroken chain) then owns stock possessing fifty percent (50%) or more of the total



combined voting power of all classes of stock in one of the other corporations in such chain, or if Section 424(f) of the Code is modified after the Effective Date, a “subsidiary corporation” as defined in Section 424(f) of the Code.

2.56 “Tax Obligations” means tax and social insurance liability obligations and requirements in connection with the Awards, including, without limitation, (a) all federal, state, and local taxes (including the Participant’s Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company or the employing Affiliate, (b) the Participant’s and, to the extent required by the Company (or Affiliate), the Company’s (or Affiliate’s) fringe benefit tax liability, if any, associated with the grant, vesting, or exercise of an Award or sale of Shares, and (c) any other Company (or Affiliate) taxes the responsibility for which the Participant has, or has agreed to bear, with respect to such Award (or exercise thereof or issuance of Shares thereunder).

2.57 “Termination of Service” means (a) in the case of an Employee, a cessation of the employee-employer relationship between the Employee and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, retirement or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous reemployment by the Company or an Affiliate; (b) in the case of a Consultant, a cessation of the service relationship between the Consultant and the Company or an Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of an Affiliate, but excluding any such termination where there is a simultaneous re-engagement of the consultant by the Company or an Affiliate; and (c) in the case of a Nonemployee Director, a cessation of the Director’s service on the Board for any reason, including, but not by way of limitation, a termination by resignation, death, Disability or non-relection to the Board. The Committee, in its discretion, may specify in an Award Agreement whether or not a Termination of Service will be deemed to occur when a Participant changes capacities (for example, when an Employee ceases to be such but immediately thereafter becomes a Consultant).

2.58 “Total Shareholder Return” means as to any Performance Period, the total return (change in share price, including treatment of dividends, if any, as determined by the Committee) of a Share.

## SECTION 3

## ADMINISTRATION

3.1 The Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors who shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. The Committee shall be comprised solely of Directors who are (a) “outside directors” under Section 162(m), and (b) “non-employee directors” under Rule 16b-3.

3.2 Authority of the Committee. It shall be the duty of the Committee to administer the Plan in accordance with the Plan’s provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees, Consultants and Directors shall be granted Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary or appropriate for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (e) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules. Notwithstanding the preceding, the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any Annual or Special Meeting of Stockholders of the Company.

3.3 Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company, except that the Committee may not delegate all or any part of its authority under the Plan with respect to Awards granted to any individual who is subject to Section 16(b). Notwithstanding the foregoing, with respect to Awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code, the Committee may not delegate its authority and powers with respect to such Awards if such delegation would cause the Awards to fail to so qualify. To the extent of any delegation by the Committee,



references to the Committee in this Plan and any Award Agreement shall be deemed also to include reference to the applicable delegate(s).

3.4 Decisions Binding. All interpretations, determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

## SECTION 4

## SHARES SUBJECT TO THE PLAN

4.1 Number of Shares. Subject to adjustment as provided in Section 4.3, the total number of Shares available issuance under the Plan shall not exceed the sum of (a) not more than 2,200,000 Shares, plus (b) the number of Shares that, as of May 29, 2014, remain available for issuance under the Company’s 2003 Long-Term Incentive Plan, for a total not to exceed 8,000,000 Shares. (The 2003 Long-Term Incentive Plan will be terminated on the Effective Date and no further awards will be made under that plan, assuming in each case that stockholder approval of this Plan is obtained at the 2014 Annual Meeting). Shares granted under the Plan may be either authorized but unissued Shares or treasury Shares.

4.2 Return of Certain Shares. If an Award expires without having been exercised in full, or is forfeited to or repurchased by the Company, the unpurchased, forfeited or repurchased Shares that were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of an Option or Stock Appreciation Right settled in Shares, only the net number of Shares covered by the portion of the Award so exercised will cease to be available under the Plan. Shares used to pay the exercise or purchase price of an Award and/or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not reduce the number of Shares available for issuance under the Plan. Notwithstanding the foregoing provisions of this Section 4.2, subject to adjustment provided in Section 4.3, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 4.1, plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan under this Section 4.2.

4.3 Adjustments in Awards and Authorized Shares. In the event that any dividend (other than regular, ongoing dividends) or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares such that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust the number, type and class of shares (or other equity interests) that may be delivered under the Plan, the number, type class, and price of shares (or other equity interests) subject to outstanding Awards, and the numerical limits of Sections 5.1, 6.1, 7.1, 8.1, 9.1, and 10.1. Notwithstanding the preceding, the number of shares (or other equity interests) subject to any Award always shall be a whole number.

4.4 Change of Control. In the event of a Change of Control, each outstanding Award will be treated as the Committee (in its discretion) determines, including, without limitation, that each Award be assumed or an equivalent option or right be substituted by the successor corporation or a parent or Subsidiary of the successor corporation. The Committee will not be required to treat all Awards similarly in the transaction.

4.4.1 Non-Assumption of Awards. If, in connection with a Change of Control, the successor corporation (or a parent or Subsidiary of the successor corporation) does not assume or substitute outstanding Awards, with respect to such Awards and no later than immediately prior to the Change of Control: (a) each Participant will vest fully in, and have the right to exercise, all of such Awards that are Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, (b) all other such Awards that are not Options or SARs will fully vest and any applicable restrictions will lapse, and (c) with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be



deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or SAR granted is not assumed or substituted in the event of a Change of Control, the Option or Stock Appreciation Right will terminate upon the Change of Control provided that either (1) before the Change of Control, the Committee notifies the Participant in writing or electronically that the Option or SAR will be exercisable for a period of time determined by the Committee in its sole discretion, or (2) immediately after the Change of Control, the Participant receives a cash payment equal to the Fair Market Value (calculated at the time of the Change of Control) of the Shares covered by the Option or SAR, minus the Exercise Price of the Shares covered by the Option or SAR. All Awards that become fully vested pursuant to this Section 4.4.1 will terminate and expire upon the occurrence of the Change of Control.

4.4.2 Assumption. For the purposes of this Section 4.4, an Award will be considered assumed if, following the Change of Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Shares held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the greatest number of holders of outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its parent, the Committee may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or SAR or upon the payout of any other Award, for each Share subject to such Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares in the Change of Control. Notwithstanding anything in this Section 4.4 to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change of Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

## SECTION 5

## STOCK OPTIONS

5.1 Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Employees, Directors and Consultants at any time and from time to time as determined by the Committee in its sole discretion. The Committee, in its sole discretion, shall determine the number of Shares subject to each Option, provided that during any Fiscal Year, no Participant shall be granted Options (and/or SARs) covering more than a total of 2,000,000 Shares. The Committee may grant Incentive Stock Options, Nonqualified Stock Options, or a combination thereof.

5.2 Award Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the Exercise Price, the expiration date of the Option, the number of Shares covered by the Option, any conditions to exercise the Option, and such other terms and conditions as the Committee, in its discretion, shall determine. The Award Agreement shall also specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

5.3 Exercise Price. Subject to the provisions of this Section 5.3, the Exercise Price for each Option shall be determined by the Committee in its sole discretion.

5.3.1 Nonqualified Stock Options. The Exercise Price of each Nonqualified Stock option shall be determined by the Committee in its discretion but shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date.

5.3.2 Incentive Stock Options. In the case of an Incentive Stock Option, the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date; provided, however, that if on the Grant Date, the Employee (together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code) owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the Exercise Price shall be not less than one hundred and ten percent (110%) of the Fair Market Value of a Share on the Grant Date.



5.3.3 Substitute Options. Notwithstanding the other provisions of this Section 5.3, in the event that the Company or a Subsidiary consummates a transaction described in Section 424(a) of the Code (e.g., the acquisition of property or stock from an unrelated corporation), persons who become Employees, Nonemployee Directors or Consultants on account of such transaction may be granted Options in substitution for options granted by their former employer. If such substitute Options are granted, the Committee, in its sole discretion and consistent with Section 424(a) of the Code, may determine that such substitute Options shall have an Exercise Price less than one hundred percent (100%) of the Fair Market Value of the Shares on the Grant Date.

## 5.4 Expiration of Options.

5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events:

(a) The date for termination of the Option set forth in the Award Agreement; or

(b) The expiration of ten (10) years from the Grant Date.

5.4.2 Committee Discretion. Subject to the ten (10)-year limit of Section 5.4.1, the Committee, in its sole discretion, (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option (subject to Section 5.8.4 regarding Incentive Stock Options). With respect to the Committee’s authority in Section 5.4.2(b), if, at the time of any such extension, the Exercise Price of the Option is less than the Fair Market Value of a Share, the extension shall, unless otherwise determined by the Committee, be limited to the earlier of (1) the maximum term of the Option as set by its originals terms, or (2) ten (10) years from the Grant Date. Unless otherwise determined by the Committee, any extension of the term of an Option pursuant to this Section 5.4.2 shall comply with Section 409A to the extent applicable.

5.5 Exercisability of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. An Option may not be exercised for a fraction of a Share. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.

5.6 Payment. In order to exercise an Option, the Participant shall give notice in the form specified by the Company and follow such procedures as the Company (or its designee) may specify from time to time. Exercise of an Option also requires that the Participant make arrangements satisfactory to the Company for full payment of the Exercise Price for the Shares. All exercise notices shall be given in the form and manner specified by the Company from time to time.

The Exercise Price shall be payable to the Company in full in cash or its equivalent. The Committee, in its sole discretion, also may permit exercise (a) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (b) by any other means which the Committee, in its sole discretion, determines to both provide legal consideration for the Shares, and to be consistent with the purposes of the Plan. As soon as practicable after receipt of a notification of exercise satisfactory to the Company and full payment for the Shares purchased, the Company shall deliver to the Participant (or the Participant’s designated broker), Share certificates (which may be in book entry form) representing such Shares. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 4.3 of the Plan.

5.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option as it may deem advisable, including, but not limited to, restrictions



related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state securities laws.

## 5.8 Certain Additional Provisions for Incentive Stock Options.

5.8.1 Exercisability. The aggregate Fair Market Value (determined on the Grant Date(s)) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by any Employee during any calendar year (under all plans of the Company and its Subsidiaries) shall not exceed $100,000.

5.8.2 Termination of Service. No Incentive Stock Option may be exercised more than three (3) months after the Participant’s Termination of Service for any reason other than Disability or death, unless (a) the Participant dies during such three-month period, and/or (b) the Award Agreement or the Committee permits later exercise (in which case the Option instead may be deemed to be a Nonqualified Stock Option). No Incentive Stock Option may be exercised more than one (1) year after the Participant’s Termination of Service on account of Disability, unless (a) the Participant dies during such one-year period, and/or (b) the Award Agreement or the Committee permit later exercise (in which case the option instead may be deemed to be a Nonqualified Stock Option).

5.8.3 Employees Only. Incentive Stock Options may be granted only to persons who are employees of the Company or a Subsidiary on the Grant Date.

5.8.4 Expiration. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the Grant Date; provided, however, that if the Option is granted to an Employee who, together with persons whose stock ownership is attributed to the Employee pursuant to Section 424(d) of the Code, owns stock possessing more than 10% of the total combined voting power of all classes of the stock of the Company or any of its Subsidiaries, the Option may not be exercised after the expiration of five (5) years from the Grant Date.

5.8.5 Leave of Absence. For purposes of Incentive Stock Options, no leave of absence may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonqualified Stock Option.

## SECTION 6

## STOCK APPRECIATION RIGHTS

6.1 Grant of SARs. Subject to the terms and conditions of the Plan, a SAR may be granted to Employees, Directors and Consultants at any time and from time to time as shall be determined by the Committee, in its sole discretion.

6.1.1 Number of Shares. The Committee shall have complete discretion to determine the number of SARs granted to any Participant, provided that during any Fiscal Year, no Participant shall be granted SARs (and/or Options) covering more than a total of 2,000,000 Shares.

6.1.2 Exercise Price and Other Terms. The Committee, subject to the provisions of the Plan, shall have complete discretion to determine the terms and conditions of SARs granted under the Plan. The Exercise Price of each SAR shall be determined by the Committee in its discretion but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, SARs may be granted with a per Share Exercise Price of less than one hundred percent (100%) of the Fair Market Value per Share on the Grant Date pursuant to the rules of Section 5.3.3, which also shall apply to SARs.

6.2 SAR Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Committee, in its sole discretion, shall determine.



6.3 Expiration of SARs. An SAR granted under the Plan shall expire upon the date determined by the Committee, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 5.4 also shall apply to SARs.

6.4 Payment of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

(a) The difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price; times

(b) The number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued under the SAR, except as provided in Section 4.3 of the Plan.

## SECTION 7

## RESTRICTED STOCK AWARDS

7.1 Grant of Restricted Stock Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Employees, Directors and Consultants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Shares to be granted to each Participant, provided that during any Fiscal Year, no Participant shall receive more than a total of 1,000,000 Shares of Restricted Stock (and/or Performance Shares or Restricted Stock Units).

7.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine. Unless the Committee (or its designee(s)) determine otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

7.3 Transferability. Except as provided in this Section 7 or Section 13.8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable vesting period.

7.4 Other Restrictions. The Committee, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 7.4.

7.4.1 General Restrictions. The Committee may set restrictions based upon the Participant’s continued employment or service with the Company and its Affiliates, the achievement of specific performance objectives (Company-wide, departmental, or individual), applicable federal or state securities laws, or any other basis determined by the Committee in its discretion (for example, but not by way of limitation, continuous service as an Employee, Director or Consultant).

7.4.2 Section 162(m) Performance Restrictions. For purposes of qualifying Restricted Stock Awards as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the Determination Date. In granting Restricted Stock Awards which are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock Award under Section 162(m) of the Code (e.g., in determining the Performance Goals).

7.4.3 Legend on Certificates. The Committee, in its discretion, may require that a legend be placed on the certificates representing Restricted Stock to give appropriate notice of the applicable restrictions.



7.5 Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock Award shall be released from escrow as soon as practicable after the last day of the vesting period. The Committee, in its discretion, may accelerate the time at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to have any legend(s) under Section 7.4.3 removed from his or her Share certificate(s), and the Shares shall be freely transferable by the Participant. The Committee (in its discretion) may establish procedures regarding the release of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

7.6 Voting Rights. During the vesting period, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Committee determines otherwise.

7.7 Dividends and Other Distributions. During the vesting period, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise provided in the Award Agreement.

7.8 Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall be forfeited to the Company and, except as otherwise determined by the Committee and subject to Section 4.2, again shall become available for grant under the Plan.

## SECTION 8

## PERFORMANCE UNITS

8.1 Grant of Performance Units. Performance Units may be granted to Employees, Directors and Consultants at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Performance Units granted to each Participant provided that during any Fiscal Year, no Participant shall receive Performance Units having an initial value greater than $5,000,000.

8.2 Value of Performance Units. Each Performance Unit shall have an initial value that is established by the Committee on or before the Grant Date.

8.3 Performance Objectives and Other Terms. The Committee, in its discretion, shall set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Performance Units that will be paid out to the Participants. Each Award of Performance Units shall be evidenced by an Award Agreement that shall specify any applicable Performance Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

8.3.1 General Performance Objectives or Vesting Criteria. The Committee may set performance objectives or vesting criteria based upon the achievement of Company-wide, departmental, or individual goals, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion (for example, but not by way of limitation, continuous service as an Employee, Director or Consultant).

8.3.2 Section 162(m) Performance Objectives. For purposes of qualifying grants of Performance Units as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may determine that the performance objectives applicable to Performance Units shall be based on the achievement of Performance Goals. The Performance Goals shall be set by the Committee on or before the Determination Date. In granting Performance Units that are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

8.4 Earning of Performance Units. After the applicable Performance Period has ended, the holder of Performance Units shall be entitled to receive a payout of the number of Performance Units earned by the



Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives have been achieved. After the grant of a Performance Unit, the Committee, in its sole discretion, may reduce or waive any performance objectives for such Performance Unit and may accelerate the time at which any restrictions will lapse or be removed.

8.5 Form and Timing of Payment of Performance Units. Payment of earned Performance Units shall be made as soon as practicable after the expiration of the applicable Performance Period (subject to any deferral permitted under Section 13.1), or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. The Committee, in its sole discretion, may pay earned Performance Units in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units at the close of the applicable Performance Period) or in a combination thereof.

8.6 Cancellation of Performance Units. On the date set forth in the Award Agreement, all unearned or unvested Performance Units shall be forfeited to the Company, and, except as otherwise determined by the Committee and subject to Section 4.2, again shall be available for grant under the Plan.

## SECTION 9

## PERFORMANCE SHARES

9.1 Grant of Performance Shares. Performance Shares may be granted to Employees, Directors and Consultants at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Performance Shares granted to each Participant, provided that during any Fiscal Year, no Participant shall be granted more than a total of 1,000,000 Performance Shares (and/or Shares of Restricted Stock or Restricted Stock Units).

9.2 Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

9.3 Performance Share Agreement. Each Award of Performance Shares shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Performance Shares granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

9.4 Performance Objectives and Other Terms. The Committee, in its discretion, shall set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Performance Shares that will be paid out to the Participants. Each Award of Performance Shares shall be evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

9.4.1 General Performance Objectives or Vesting Criteria. The Committee may set performance objectives or vesting criteria based upon the achievement of Company-wide, departmental, or individual goals, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion (for example, but not by way of limitation, continuous service as an Employee, Director or Consultant).

9.4.2 Section 162(m) Performance Objectives. For purposes of qualifying grants of Performance Shares as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may determine that any performance objectives applicable to Performance Shares shall be based on the achievement of Performance Goals. In that case, the Performance Goals shall be set by the Committee on or before the Determination Date. In granting Performance Shares that are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Performance Shares under Section 162(m) of the Code (e.g., in determining the Performance Goals).

9.5 Earning of Performance Shares. After the applicable Performance Period has ended, the holder of Performance Shares shall be entitled to receive a payout of the number of Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding



performance objectives have been achieved. After the grant of a Performance Share, the Committee, in its sole discretion, may reduce or waive any performance objectives for such Performance Share and may accelerate the time at which any restrictions will lapse or be removed.

9.6 Form and Timing of Payment of Performance Shares. Payment of vested Performance Shares shall be made as soon as practicable after the expiration of the applicable Performance Period (subject to any deferral permitted under Section 13.1), or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. The Committee, in its sole discretion, may pay earned Performance Shares in the form of cash, in Shares or in a combination thereof.

9.7 Cancellation of Performance Shares. On the date set forth in the Award Agreement, all unvested Performance Shares shall be forfeited to the Company, and except as otherwise determined by the Committee and subject to Section 4.2, again shall be available for grant under the Plan.

## SECTION 10

## RESTRICTED STOCK UNITS

10.1 Grant of Restricted Stock Units. Restricted Stock Units may be granted to Employees, Directors and Consultants at any time and from time to time, as shall be determined by the Committee, in its sole discretion. The Committee shall have complete discretion in determining the number of Restricted Stock Units granted to each Participant, provided that during any Fiscal Year, no Participant shall be granted more than a total of 1,000,000 Restricted Stock Units (and/or Shares of Restricted Stock or Performance Shares).

10.2 Value of Restricted Stock Units. Each Restricted Stock Unit shall have an initial value equal to the Fair Market Value of a Share on the Grant Date.

10.3 Restricted Stock Unit Agreement. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify any vesting conditions, the number of Restricted Stock Units granted, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

10.4 Vesting and Other Terms. The Committee, in its discretion, shall set performance objectives or other vesting criteria which, depending on the extent to which they are met, will determine the number or value of Restricted Stock Units that will be paid out to the Participants. Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the Performance Period, and such other terms and conditions as the Committee, in its sole discretion, shall determine.

10.4.1 General Performance Objectives or Vesting Criteria. The Committee may set performance objectives or vesting criteria based upon the achievement of Company-wide, departmental, or individual goals, applicable federal or state securities laws, or any other basis determined by the Committee in its discretion (for example, but not by way of limitation, continuous service as an Employee, Director or Consultant).

10.4.2 Section 162(m) Performance Objectives. For purposes of qualifying grants of Restricted Stock Units as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its discretion, may determine that any performance objective applicable to Restricted Stock Units shall be based on the achievement of Performance Goals. In that case, the Performance Goals shall be set by the Committee on or before the Determination Date. In granting Restricted Stock Units that are intended to qualify under Section 162(m) of the Code, the Committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Restricted Stock Units under Section 162(m) of the Code (e.g., in determining the Performance Goals).

10.5 Earning of Restricted Stock Units. After the applicable vesting period has ended, the holder of Restricted Stock Units shall be entitled to receive a payout of the number of Restricted Stock Units earned by the Participant over the vesting period. After the grant of a Restricted Stock Unit, the Committee, in its sole discretion, may reduce or waive any vesting condition that must be met to receive a payout for such Restricted Stock Unit and may accelerate the time at which any restrictions will lapse or be removed.



10.6 Form and Timing of Payment of Restricted Stock Units. Payment of vested Restricted Stock Units shall be made as soon as practicable after the date(s) set forth in the Award Agreement (subject to any deferral permitted under Section 13.1) or as otherwise provided in the applicable Award Agreement or as required by Applicable Laws. The Committee, in its sole discretion, may pay Restricted Stock Units in the form of cash, in Shares or in a combination thereof.

10.7 Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unearned Restricted Stock Units shall be forfeited to the Company, and except as otherwise determined by the Committee and subject to Section 4.2, again shall be available for grant under the Plan.

## SECTION 11

## PERFORMANCE-BASED COMPENSATION UNDER CODE SECTION 162(m)

11.1 General. If the Committee, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the provisions of this Section 11 will control over any contrary provision in the Plan. The Committee, in its discretion, also may grant Awards that are not intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

11.2 Performance Goals. The granting and/or vesting of Awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units and other incentives under the Plan may, in the discretion of the Committee, be made subject to the achievement of one or more Performance Goals.

11.3 Procedures. To the extent necessary to comply with the “performance-based compensation” provisions of Section 162(m) of the Code, with respect to any Award granted subject to Performance Goals and intended to qualify as “performance-based compensation” under such section, on or before the Determination Date (i.e., within the first twenty-five percent (25%) of the Performance Period, but in no event more than ninety (90) days following the commencement of any Performance Period or such other time as may be required or permitted by Section 162(m) of the Code), the Committee will, in writing, (i) designate one or more Participants to whom an Award will be made, (ii) determine the Performance Period, (iii) establish the Performance Goals and amounts that may be earned for the Performance Period, and (iv) determine any other terms and conditions applicable to the Award(s).

11.4 Additional Limitations. Notwithstanding any other provision of the Plan, any Award that is granted to a Participant and is intended to constitute qualified “performance-based compensation” under Section 162(m) of the Code will be subject to any additional limitations set forth in the Code (including any amendment to Section 162(m)) or any regulations and ruling issued thereunder that are requirements for qualification as “performance-based compensation” under Section 162(m) of the Code, and the Plan will be deemed amended to the extent necessary to conform to such requirements.

11.5 Determination of Amounts Earned. Following the completion of each Performance Period, the Committee will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. A Participant will be eligible to receive payment pursuant to an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code for a Performance Period only if the Performance Goals for such period are achieved. In determining the amounts earned by a Participant pursuant to an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will have the right to (a) reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period, (b) determine what actual Award, if any, will be paid in the event of a termination of employment as the result of a Participant’s death or disability or upon a Change of Control or in the event of a termination of employment following a Change of Control prior to the end of the Performance Period, and (c) determine what actual Award, if any, will be paid in the event of a termination of employment other than as the result of a Participant’s death or Disability prior to a Change of Control and prior to the end of the Performance Period to the extent an actual Award would have otherwise been achieved had the Participant remained employed through the end of the Performance Period.



## SECTION 12
NONEMPLOYEE DIRECTOR AWARDS

12.1 General. As determined in the discretion of the Committee, Nonemployee Directors will be eligible to be granted all types of Awards under this Plan, including discretionary Awards not covered under this Section 12. All grants of CSEs to Nonemployee Directors pursuant to this Section 12 will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions. Notwithstanding any contrary provision of the Plan, no Participant who is a Nonemployee Director may be granted Awards during any Fiscal Year having a Grant Date fair value in excess of $1,500,000 (calculated using the assumptions and methods used for recording compensation expense in the Company’s financial statements).

12.2 Award of Common Stock Equivalents. On an annual basis, each Nonemployee Director may elect to receive up to 50% of his or her Nonemployee Director Compensation in cash and the balance in CSEs. If a Nonemployee Director does not make such an election, his or her Nonemployee Director Compensation shall be paid 100% in CSEs. A Nonemployee Director also may elect to have CSEs delivered as Shares immediately upon grant instead of upon ceasing to be a member of the Board as set forth in Section 12.3 below. Elections under this Section 12.2 must be made no later than December 31st (or such earlier date as the Company may specify) of each calendar year with respect to Nonemployee Director Compensation to be earned for services to be performed as a Nonemployee Director during the following calendar year. Any such election shall remain in effect until changed or terminated by making a new election with respect to Nonemployee Director Compensation to be earned in the following calendar year, provided that such election must be made no later than the December 31st immediately preceding such calendar year. On the first business day of each of Fiscal Quarter, the Company shall grant to each Nonemployee Director that number of CSEs equal to that portion of his or her Nonemployee Director Compensation for the immediately preceding quarter that he or she has elected to receive in CSEs, divided by the Fair Market Value of a Share on such day.

12.2.1 Book-Entry Account; Nontransferability. The number of CSEs awarded to each Nonemployee Director shall be credited to a book-entry account established in the name of the Nonemployee Director. The Company’s obligation with respect to such Common Stock Equivalents will not be funded or secured in any manner. No Common Stock Equivalent may be sold, pledged, assigned, transferred or disposed of in any manner, other than by will, the laws of descent or distribution or pursuant to a qualified domestic relations order, and may be exercised during the life of the Nonemployee Director only by the Nonemployee Director or a permitted transferee.

12.2.2 Dividends. If the Company pays a cash dividend with respect to the Shares at any time while CSEs are credited to an Nonemployee Director’s account, additional CSEs shall be credited to the Nonemployee Director’s account equal to (a) the dollar amount of the cash dividend the Nonemployee Director would have received had he or she been the actual owner of the Shares to which the CSEs then credited to the Nonemployee Director’s account relate, divided by (b) the Fair Market Value of one Share on the dividend payment date.

12.2.3 Stockholder Rights. A Nonemployee Director (or his or her designated beneficiary or estate) shall not be entitled to any voting or other stockholder rights as a result of the credit of CSEs to the Nonemployee Director’s account, until certificates representing Shares are delivered to the Nonemployee Director (or his or her designated beneficiary or estate) upon conversion of the Nonemployee Director’s CSEs to Shares pursuant to Section 12.3.

12.3 Settlement and Payment. On the date on which a Nonemployee Director ceases to be a member of the Board for any reason, the Company shall deliver to the Nonemployee Director (or his or her designated beneficiary or estate) a number of Shares equal to the whole number of CSEs then credited to the Nonemployee Director’s account, or at the Nonemployee Director’s option, shall have the Shares credited to an account for the Director with a brokerage firm of the Nonemployee Director’s choosing. Notwithstanding the foregoing, if the



Nonemployee Director made a timely election under Section 12.2 to have any grants of CSEs delivered as Shares immediately upon grant, the Company instead shall deliver the Shares as described on the Grant Date.

## SECTION 13

## ADDITIONAL PROVISIONS

13.1 Deferrals. The Committee, in its sole discretion, may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion and, unless otherwise expressly determined by the Committee, shall comply with the requirements of Section 409A.

13.2 Compliance with Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Committee. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be construed and interpreted in accordance with such intent, including with respect to any ambiguities or ambiguous terms, except as otherwise determined in the sole discretion of the Committee. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. Each payment or benefit under this Plan and under each Award Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

13.3 No Effect on Employment or Service. Nothing in the Plan or any Award shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, with or without cause. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Affiliates (or between Affiliates) shall not be deemed a Termination of Service. Employment with the Company and its Affiliates is on an at-will basis only.

13.4 Participation. No Employee, Director or Consultant shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

13.5 Indemnification. Each person who is or shall have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (b) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

13.6 Successors. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.



13.7 Beneficiary Designations. If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate.

13.8 Limited Transferability of Awards. No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, or to the limited extent provided in Section 13.7. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, a Participant may, if the Committee (in its discretion) so permits, transfer an Award to an individual or entity other than the Company for estate planning or charitable purposes. Any such transfer shall be made as a gift (i.e., without consideration) and in accordance with such procedures as the Committee may specify from time to time.

13.9 No Rights as Stockholder. Except to the limited extent provided in Sections 7.6 and 7.7, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares (which may be in book entry form) shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

13.10 Vesting of Awards following Change of Control. If, within 12 months after a Change of Control, a Participant’s employment is terminated by the Company without Cause, the vesting of each outstanding Award held by such Participant that was granted prior to the Change of Control shall be accelerated and treated as described in Section 4.4.1, as if the Award was not assumed or substituted for in the Change of Control. If a Participant who is a Nonemployee Director ceases to be such as of the date of a Change of Control (and does not become a member of the board of directors of the successor corporation, or a parent of the successor corporation), the vesting of each outstanding Award then held by the Participant that was granted on or after the Effective Date shall be accelerated as described in Section 4.4.1, as if the Award was not assumed or substituted for in the Change of Control. The accelerated vesting provided by this Section 13.10 shall not apply to an Award if: (a) the applicable Award Agreement specifically provides that the provisions of this Section 13.10 shall not apply to the Award, or (b) the Participant’s employment or service on the Board is terminated due to the Participant’s death or Disability.

13.11 Cancellation or Forfeiture of Awards. Notwithstanding any contrary provision of the Plan, the Committee, in its sole discretion, may require a Participant to forfeit, return or reimburse the Company all or any portion of his or her Actual Award, to the extent required by law or provided under any claw-back or similar policy adopted by the Company in the event of fraud, breach of a fiduciary duty, restatement of financial statements, or violation of material Company policies or agreements. In enforcing the preceding sentence, and without limiting the authority of the Committee, the Committee, in its sole and absolute discretion, may choose to cancel, rescind, forfeit, suspend or otherwise limit or restrict any unexpired Award and/or with respect to any Award for which vested Shares and/or cash already have been delivered or credited, rescind such delivery or credit or require the Participant pay to the Company Shares or cash having a value equal to the delivered or credited amount (including any subsequent increase in value). The Company shall be entitled to set off any such amount owed to the Company against any amount owed to the Participant by the Company, to the extent permitted by law.

## SECTION 14

## AMENDMENT, TERMINATION, AND DURATION

14.1 Amendment, Suspension, or Termination. The Board, in its sole discretion, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with applicable laws. In addition, an amendment will be subject to stockholder approval if the Committee or the Board, in their sole discretion, deems such amendment to be a material amendment, except with respect to such an amendment that will impact Awards covering, in the aggregate, no more than five percent (5%) of the shares reserved for issuance under the Plan.



following amendments shall be deemed material amendments for purposes of the preceding sentence: (a) material increases to the benefits accrued to Participants under the Plan; (b) increases to the number of securities that may be issued under the Plan; (c) material modifications to the requirements for participation in the Plan, and (d) the addition of a new provision allowing the Committee to lapse or waive restrictions at its discretion. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan. Termination of the Plan will not affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

14.2 Duration of the Plan. The Plan shall be effective as of the Effective Date, and subject to Section 14.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect until the earlier of (a) the date for termination selected by the Board, or (b) February 3, 2024.

## SECTION 15

## TAX WITHHOLDING

15.1 Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), or at such earlier time as the Tax Obligations are due, the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy all Tax Obligations.

15.2 Withholding Arrangements. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may designate the method or methods by which a Participant may satisfy such Tax Obligations. As determined by the Committee in its discretion from time to time, these methods may include one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the amount required to be withheld, (c) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum amount required to be withheld or remitted, provided the delivery of such Shares will not result in any adverse accounting consequences as the Committee determines in its sole discretion, (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Committee may determine in its sole discretion (whether through a broker or otherwise) equal to the Tax Obligations required to be withheld, (e) retaining from salary or other amounts payable to the Participant cash having a sufficient value to satisfy the Tax Obligations, or (f) any other means which the Committee, in its sole discretion, determines to both comply with Applicable Laws, and to be consistent with the purposes of the Plan. The amount of Tax Obligations will be deemed to include any amount that the Committee agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant or the Company, as applicable, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations are required to be withheld.

## SECTION 16

## LEGAL CONSTRUCTION

16.1 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

16.2 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

16.3 Requirements of Law. Shares shall not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.



16.4 Securities Law Compliance. With respect to Section 16 Persons, transactions under this Plan are intended to qualify for the exemption provided by Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

16.5 Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

16.6 Inability to Obtain Authority. The Company will not be required to issue any Shares, cash or other property under the Plan unless all the following conditions are satisfied: (a) the admission of the Shares or other property to listing on all stock exchanges on which such class of stock or property then is listed; (b) the completion of any registration or other qualification or rule compliance of the Shares under any U.S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental regulatory body, as counsel to the Company, in its absolute discretion, deems necessary or advisable; (c) the obtaining of any approval or other clearance from any U.S. federal, state or other governmental agency, which counsel to the Company, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the Grant Date, vesting and/or exercise as the Company may establish from time to time for reasons of administrative convenience. If the Committee determines, in its absolute discretion, that after reasonable, good faith efforts by the Company, one or more of the preceding conditions will not be satisfied, the Company automatically will be relieved of any liability with respect to the failure to issue the Shares, cash or other property as to which such requisite authority will not have been obtained.

16.7 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

16.8 Captions. Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.



## 2013 Annual Report on Form 10-K






# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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

(State or other jurisdiction of incorporation or organization)

04-3099750

(I.R.S. Employer

P.O. Box 10212

56 Top Gallant Road

Stamford, CT

06902-7700

(Address of principal executive offices)

(Zip Code)

(203) 316-1111

(Registrant’s telephone number,

including area code)

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

Title of each class

Name of each exchange on which registered

Common Stock, $.0005 par value per share

New York Stock Exchange

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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):



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 June 30, 2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $5,152,997,503 based on the closing sale price as reported on the New York Stock Exchange.

The number of shares outstanding of the registrant’s common stock was 91,968,869 as of January 31, 2014.

## DOCUMENTS INCORPORATED BY REFERENCE

<table><tr><td>Document</td><td>Parts Into Which Incorporated</td></tr><tr><td>Proxy Statement for the Annual Meeting of Stockholders to be held May 29, 2014 (Proxy Statement)</td><td>Part III</td></tr></table>



## GARTNER, INC.
2013 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

PART I
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 6
ITEM 1B. UNRESOLVED STAFF COMMENTS 11
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 12
ITEM 4. MINE SAFETY DISCLOSURES (not applicable) 12

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 13
ITEM 6. SELECTED FINANCIAL DATA 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 32
ITEM 9A. CONTROLS AND PROCEDURES 32
ITEM 9B. OTHER INFORMATION 32

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 33
ITEM 11. EXECUTIVE COMPENSATION 33
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 33
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 33

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 34

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 38
CONSOLIDATED BALANCE SHEETS 39
CONSOLIDATED STATEMENTS OF OPERATIONS 40
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 41
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 42
CONSOLIDATED STATEMENTS OF CASH FLOWS 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 44
SIGNATURES 69



## PART I

## ITEM 1. BUSINESS.

## GENERAL

Gartner, Inc. (“Gartner”) (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 14,099 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 December 31, 2013, had 5,997 associates, including 1,475 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.

- 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 gartner.com.

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

## MARKET OVERVIEW

Technological innovations are changing how businesses and organizations work and what they do at an increasingly rapid pace. Today, everyone is living and working in the midst of a technological revolution. Major technological forces – including social media, mobile, cloud and information – are driving change on a scale not seen before in every organization around the world, from business enterprises of every size, to governments and government agencies, as well as other organizations. This technology revolution is likely to remain vibrant for decades to come.

Information technology (IT) is critical to supporting increased productivity, service improvement and revenue growth. IT and the supply chain are viewed today as strategic components of growth and operating performance. As the costs of IT solutions continue to rise, IT executives and professionals have realized the importance of making well-informed decisions and increasingly seek to maximize their returns on IT capital investments. As a result, every IT investment decision in an enterprise is subject to increased financial scrutiny, especially in the current challenging economic climate. In addition, today's IT marketplace is dynamic and complex. Technology providers continually introduce new products with a wide variety of standards and features that are prone to shorter life cycles. Users of technology – a group that encompasses nearly all organizations – must keep abreast of new developments in technology to ensure that their IT systems are reliable, efficient, and meet both their current and future needs.

Given the strategic and critical nature of technology decision-making and spending, business enterprises, governments and their agencies, and other organizations turn to Gartner for guidance in order to make the right decisions to maximize the value of their IT investments.

## OUR SOLUTION

We provide IT decision makers with the insight they need to understand where – and how – to successfully use IT and the supply chain to achieve their objectives. We employ a diversified business model that utilizes and leverages the breadth and depth of our



intellectual capital. The foundation of our business model is our ability to create and distribute our proprietary research content as broadly as possible via published reports and briefings, consulting and advisory services, and our events, including Gartner Symposium/ITxpo.

We have 9 66 analysts located around the world who create timely, high-quality, independent and objective research and fact-based analysis on all aspects of the IT industry. Through our robust product portfolio, our global research team provides thought leadership and technology insights that CIOs, supply chain professionals, executives and other technology practitioners need to make the right decisions, every day. In addition to our analysts, we have 509 experienced consultants who combine our objective, independent research with a practical business perspective focused on the IT industry. Finally, our events are the largest of their kind, gathering highly qualified audiences of CIOs, other senior business executives and IT professionals, supply chain leaders, and purchasers and providers of technology and supply chain products and services.

## PRODUCTS AND SERVICES

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

Our principal products and services are delivered via our Research, Consulting and Events segments:

- RESEARCH. Gartner delivers independent, objective IT research and insight primarily through a subscription-based, digital media service. Gartner research is the fundamental building block for all Gartner services and covers all technology-related markets, topics and industries, as well as supply chain topics. We combine our proprietary research methodologies with extensive industry and academic relationships to create Gartner solutions that address each role within an IT organization. Our research agenda is defined by clients' needs, focusing on the critical issues, opportunities and challenges they face every day. Our research analysts are in regular contact with both technology providers and technology users, enabling them to identify the most pertinent topics in the IT marketplace and develop relevant product enhancements to meet the evolving needs of users of our research. They provide in-depth analysis on all aspects of technology, including hardware; software and systems; services; IT management; market data and forecasts; and vertical-industry issues. Our proprietary research content, presented in the form of reports, briefings, updates and related tools, is delivered directly to the client's desktop via our website and/or product-specific portals. Clients normally sign subscription contracts that provide access to our research content for individual users over a defined period of time, which is typically one year.

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

Consulting solutions capitalize on Gartner assets that are invaluable to IT decision making, including: (1) our extensive research, which ensures that our consulting analyses and advice are based on a deep understanding of the IT environment and the business of IT; (2) our market independence, which keeps our consultants focused on our clients' success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons and best practices to assess and improve performance.

Gartner Consulting provides solutions to CIOs and other IT executives, and to those professionals responsible for IT applications, enterprise architecture, go-to-market strategies, infrastructure and operations, program and portfolio management, and sourcing and vendor relationships. Consulting also provides targeted consulting services to professionals in specific industries. Finally, we provide actionable solutions for IT cost optimization, technology modernization and IT sourcing optimization initiatives.

- EVENTS. Gartner Symposium/ITxpo events and Gartner Summit events are gatherings of technology’s most senior IT professionals, business strategists and practitioners. Gartner Events offers current, relevant and actionable technology sessions led by Gartner analysts to clients and non-clients. These sessions are augmented with technology showcases, peer exchanges, analyst one-on-one meetings, workshops and keynotes by technology’s top leaders. They also provide attendees with an opportunity to interact with business executives from the world’s leading technology companies.



Gartner events attract high-level IT and business professionals who seek in-depth knowledge about technology products and services. Gartner Symposium/ITxpo events are large, strategic conferences held in various locations throughout the world for CIOs and other senior IT and business professionals. Gartner Summit events focus on specific topics, technologies and industries, providing IT professionals with the insight, solutions and networking opportunities to succeed in their job role. Finally, we offer targeted events for CIOs and IT executives, such as CIO Leadership Forum.

## COMPETITION

We believe that the principal factors that differentiate us from our competitors are the following:

- Superior IT research content – We believe that we create the broadest, highest-quality and most relevant research coverage of the IT industry. Our research analysis generates unbiased insight that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality, independence and objectivity.

• Our leading brand name – We have provided critical, trusted insight under the Gartner name for 35 years.

- Our global footprint and established customer base – We have a global presence with clients in 85 countries on six continents. A substantial portion of our revenues is derived from sales outside of the U.S.

• Experienced management team – Our management team is composed of IT research veterans and experienced industry executives.

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

- Vast network of analysts and consultants – As of December 31, 2013, we had 1,475 research analysts and consultants located around the world. Our analysts collectively speak 47 languages and are located in 26 countries, enabling us to cover all aspects of IT on a global basis.

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

## INTELLECTUAL PROPERTY

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

## EMPLOYEES

We had 5,997 employees as of December 31, 2013, an increase of 10% compared to the prior year end as we continued to invest for future growth. We have 1,054 employees located at our headquarters in Stamford, Connecticut and a nearby office in Trumbull, Connecticut; 2,383 employees located elsewhere in the United States; and 2,560 employees located outside of the United States. Our employees may be subject to collective bargaining agreements at a company or industry level in those foreign countries where this is part of the local labor law or practice. We have experienced no work stoppages and consider our relations with our employees to be favorable.



## AVAILABLE INFORMATION

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

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

## ITEM 1A. RISK FACTORS

We operate in a highly competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. In addition, we and our clients are affected by global economic conditions. The following sections discuss many, but not all, of the risks and uncertainties that may affect our future performance, but is not intended to be all-inclusive. Any of the risks described below could have a material adverse impact on our business, prospects, results of operations, financial condition, and cash flows, and could therefore have a negative effect on the trading price of our common stock. Additionally risks not currently known to us or that we now deem immaterial may also harm us and negatively affect your investment.

## Risks related to our business

Our operating results could be negatively impacted by global economic conditions. Our business is impacted by general economic conditions and trends, in the U.S and abroad. Economic growth continues to be both weak and uneven in many parts of the world. In addition, problems continue with government deficit spending in the U.S. and other countries, ongoing uncertainty in global trade, and high levels of sovereign debt. These conditions could negatively and materially affect future demand for our products and services. Such difficulties could include the ability to maintain client retention, wallet retention and consulting utilization rates, achieve contract value and consulting backlog growth, attract attendees and exhibitors to our events or obtain new clients. Such developments could negatively impact our financial condition, results of operations, and cash flows.

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

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

We may not be able to maintain our existing products and services. We operate in a rapidly evolving market, and our success depends upon our ability to deliver high quality and timely research and analysis to our clients. Any failure to continue to provide credible and reliable information that is useful to our clients could have a material adverse effect on future business and operating results. Further, if our predictions prove to be wrong or are not substantiated by appropriate research, our reputation may suffer and demand for our products and services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner. Failure to increase and improve our electronic delivery capabilities could adversely affect our future business and operating results.

We may not be able to enhance and develop our existing products and services, or introduce the new products and services that are needed to remain competitive. The market for our products and services is characterized by rapidly changing needs for



information and analysis on the IT industry as a whole. The development of new products is a complex and time-consuming process. Nonetheless, to maintain our competitive position, we must continue to anticipate the needs of our client organizations, enhance and improve our products and services, develop or acquire new products and services, deliver all products and services in a timely manner, and appropriately position and price new products and services relative to the marketplace and our costs of producing them. Any failure to achieve successful client acceptance of new products and services could have a material adverse effect on our business, results of operations and financial position. Additionally, significant delays in new product or services releases or significant problems in creating new products or services could adversely affect our business, results of operations and financial position.

We depend on renewals of subscription-based services and sales of new subscription-based services for a significant portion of our revenue, and our failure to renew at historical rates or generate new sales of such services could lead to a decrease in our revenues. A large portion of our success depends on our ability to generate renewals of our subscription-based research products and services and new sales of such products and services, both to new clients and existing clients. These products and services constituted 71% and 70% of our revenues for 2013 and 2012, respectively. Generating new sales of our subscription-based products and services, both to new and existing clients, is often a time consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues will be adversely affected.

Our research subscription agreements are generally for twelve months, although we do enter into multi-year agreements in certain circumstances. Our ability to maintain contract renewals is subject to numerous factors, including the following:

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

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

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

Additionally, as we continue to adjust our products and service offerings to meet our clients' continuing needs, we may shift the type and pricing of our products which may impact client renewal rates. While our research client retention rate was 82% at December 31, 2013 and 83% at December 31, 2012, there can be no guarantee that we will continue to maintain this rate of client renewals.

We depend on non-recurring consulting engagements and our failure to secure new engagements could lead to a decrease in our revenues. Consulting segment revenues constituted 18% of our total revenues in 2013 and 19% in 2012. Consulting engagements typically are project-based and non-recurring. Our ability to replace consulting engagements is subject to numerous factors, including the following:

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

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

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

Any material decline in our ability to replace consulting arrangements could have an adverse impact on our revenues and our financial condition.

The profitability and success of our conferences, symposia and events could be adversely affected by external factors beyond our control. The market for desirable dates and locations for conferences, symposia and events is highly competitive. If we cannot secure desirable dates and locations for our conferences, symposia and events their profitability could suffer, and our financial condition and results of operations may be adversely affected. In addition, because our events are scheduled in advance and held at specific locations, the success of these events can be affected by circumstances outside of our control, such as labor strikes, transportation shutdowns and travel restrictions, economic slowdowns, reductions in government spending, terrorist attacks, weather, natural disasters, and other occurrences impacting the global, regional, or national economy, the occurrence of any of which could negatively impact the success of the event. Additionally, a significant recovery in the global economy could make our ability to procure space for our events and efforts to keep associated costs down more challenging.

Our sales to governments are subject to appropriations and may be terminated. We derive significant revenues from contracts with the U.S. government and its respective agencies, numerous state and local governments and their respective agencies, and foreign governments and their agencies. At December 31, 2013 and 2012, approximately $283.0 million and $255.0 million,



respectively, of our Research contract value and Consulting backlog was attributable to governments. We believe substantially all of the amount attributable to governments at December 31, 2013 will be filled in 2014. Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our services. Additionally, our contracts at the state and local levels, as well as foreign government contracts, are subject to various governmental authorizations and funding approvals and mechanisms. In general, most if not all of these contracts may be terminated at any time without cause or penalty (“termination for convenience”). Similarly, contracts with domestic and foreign governments and their agencies are subject to increasingly complex bidding procedures and intense competition. Should appropriations for the governments and agencies that contract with us be curtailed, or should government contracts be terminated for convenience, we may experience a significant loss of segment and consolidated revenues.

We may not be able to attract and retain qualified personnel which could jeopardize the quality of our products and services. Our success depends heavily upon the quality of our senior management, research analysts, consultants, sales and other key personnel. We face competition for the limited pool of these qualified professionals from, among others, technology companies, market research firms, consulting firms, financial services companies and electronic and print media companies, some of which have a greater ability to attract and compensate these professionals. Some of the personnel that we attempt to hire are subject to non-compete agreements that could impede our short-term recruitment efforts. Any failure to retain key personnel or hire and train additional qualified personnel as required to support the evolving needs of clients or growth in our business, could adversely affect the quality of our products and services, as well as future business and operating results.

We may not be able to maintain the equity in our brand name. We believe that our “Gartner” brand, including our independence, is critical to our efforts to attract and retain clients and that the importance of brand recognition will increase as competition increases. We may expand our marketing activities to promote and strengthen the Gartner brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, and expend additional sums to protect our brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail to effectively promote and maintain the Gartner brand, or incur excessive expenses in doing so, our future business and operating results could be adversely impacted.

Our international operations expose us to a variety of operational risks which could negatively impact our future revenue and growth. We have clients in 85 countries and a substantial amount of our revenues is earned outside of the U.S. Our operating results are subject to the risks inherent in international business activities, including general political and economic conditions in each country, changes in market demand as a result of tariffs and other trade barriers, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous foreign laws and regulations, differences between U.S. and foreign tax rates and laws, and the difficulty of enforcing client agreements, collecting accounts receivable and protecting intellectual property rights in international jurisdictions. Furthermore, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local distributor or sales agent may not want to continue to do business with us or our new agent.

Our international operations expose us to volatility in foreign currency exchange rates. Revenues earned outside the U.S. are typically transacted in local currencies, which may fluctuate significantly against the U.S. dollar. While we may use forward exchange contracts to a limited extent to seek to mitigate foreign currency risk, our revenues and results of operations could be adversely affected by unfavorable foreign currency fluctuations.

Natural disasters or geo-political events may disrupt our business. A major weather event, terrorist attack, earthquake, flood, volcanic activity, or other catastrophic disaster could significantly disrupt our operations. Such events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical client-facing and business processes, or dislocate our critical internal functions and personnel. Our corporate headquarters is located approximately 30 miles from New York City, and we have an operations center located in Ft. Myers, Florida, a hurricane-prone area. We also operate in numerous international locations, and we have offices in a number of major cities across the globe. Abrupt political change, terrorist activity, and armed conflict pose a risk of general economic disruption in affected countries and regions, which may negatively impact our sales and increase our operating costs. Additionally, these conditions also may add uncertainty to the timing and budget decisions of our clients. Such events could significantly harm our ability to conduct normal business operations and negatively impact our financial condition and operating results.

Internet and critical internal computer system failures, cyber-attacks, or compromises of our systems or security could damage our reputation and harm our business. A significant portion of our business is conducted over the Internet and we rely heavily on computer systems. A cyber-attack, widespread Internet failure, or disruption of our critical information technology systems through viruses or other events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical client-facing or business processes, or dislocate our critical internal functions. Such events could



significantly harm our ability to conduct normal business operations and negatively impact our financial condition and operating results.

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

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

Our outstanding debt obligation could impact our financial condition or future operating results. We have a credit arrangement that provides for a five-year, $150.0 million term loan and a $600.0 million revolving credit facility (the "2013 Credit Agreement"). The credit arrangement contains an expansion feature by which the term loan and revolving facility may be increased, at our option and under certain conditions, by up to an additional $250.0 million in the aggregate. At December 31, 2013, we had a total of $200.0 million outstanding under the 2013 Credit Agreement.

The affirmative, negative and financial covenants of the 2013 Credit Agreement could limit our future financial flexibility. Additionally, a failure to comply with these covenants could result in acceleration of all amounts outstanding under the arrangement, which would materially impact our financial condition unless accommodations could be negotiated with our lenders. No assurance can be given that we would be successful in doing so in this current financial climate, or that any accommodations that we were able to negotiate would be on terms as favorable as those presently contained in the credit arrangement. The associated debt service costs of this credit arrangement could impair our future operating results. The outstanding debt may limit the amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.

We may require additional cash resources which may not be available on favorable terms or at all. We believe that our existing cash balances, projected cash flow from operations, and the borrowing capacity we have under our revolving credit facility will be sufficient to fund our plans for the next 12 months and the foreseeable future.

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

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



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

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

We face risks related to taxation. We operate in numerous jurisdictions around the world. The Company recognizes tax expense based upon the applicable tax rates and tax laws of the countries where income is generated. A substantial amount of our income is generated outside of the U.S. and is taxed at rates significantly less than the U.S. statutory income tax rate of 35%. The U.S. and many other countries in which the Company operates are considering proposals which may significantly change the taxation of income earned outside of the U.S. Our future effective tax rate, financial position and results of operations could be materially adversely affected by changes in law or if more of our income is earned in higher taxing jurisdictions and less is earned in lower taxing jurisdictions.

In addition, our tax filings for various years are subject to examination by taxing authorities and during the ordinary course of business, we are under audit by one or more tax authorities. Although we believe that our tax filings are reasonable, the final resolution of tax audits may be different from what is reflected in our historical tax provisions and accruals and could have a material adverse effect on our financial position and results of operations.

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

## Risks related to our Common Stock

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

Our stock price may be impacted by factors outside of our control and you may not be able to resell shares of our Common Stock at or above the price you paid. The trading price of our Common Stock could be subject to significant fluctuations in response to, among other factors, developments in the industries in which we do business, general economic conditions, general market conditions, changes in the nature and composition of our stockholder base, changes in securities analysts' recommendations



regarding our securities and our performance relative to securities analysts' expectations for any quarterly period, as well as other factors outside of our control. These factors may adversely affect the market price of our Common Stock.

Future sales of our Common Stock in the public market could lower our stock price. Sales of a substantial number of shares of Common Stock in the public market by our current stockholders, or the threat that substantial sales may occur, could cause the market price of our Common Stock to decrease significantly or make it difficult for us to raise additional capital by selling stock. Furthermore, we have various equity incentive plans that provide for awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards which have the effect of adding shares of Common Stock into the public market.

As of December 31, 2013, the aggregate number of shares of our Common Stock issuable pursuant to outstanding grants and awards under these plans was approximately 3.6 million shares (approximately 0.8 million of which have vested). In addition, approximately 6.4 million shares may be issued in connection with future awards under our equity incentive plans. Shares of Common Stock issued under these plans are freely transferable without further registration under the Securities Act of 1933, as amended (the "Securities Act"), except for any shares held by affiliates (as that term is defined in Rule 144 under the Securities Act). We cannot predict the size of future issuances of our Common Stock or the effect, if any, that future issuances and sales of shares of our Common Stock will have on the market price of our Common Stock.

Interests of certain of our significant stockholders may conflict with yours. To our knowledge, as of December 31, 2013, and based upon publicly-available SEC filings, five institutional investors each presently hold over 5% of our Common Stock. While no stockholder or institutional investor individually holds a majority of our outstanding shares, these significant stockholders may be able, either individually or acting together, to exercise significant influence over matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation, adoption or amendment of equity plans and approval of significant transactions such as mergers, acquisitions, consolidations and sales or purchases of assets. In addition, in the event of a proposed acquisition of the Company by a third party, this concentration of ownership may delay or prevent a change of control in us. Accordingly, the interests of these stockholders may not always coincide with our interests or the interests of other stockholders, or otherwise be in the best interests of us or all stockholders.

Our anti-takeover protections may discourage or prevent a change of control, even if a change in control would be beneficial to our stockholders. Provisions of our restated certificate of incorporation and bylaws and Delaware law may make it difficult for any party to acquire control of us in a transaction not approved by our Board of Directors. These provisions include:

• the ability of our Board of Directors to issue and determine the terms of preferred stock;

• advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and

• the anti-takeover provisions of Delaware law.

These provisions could discourage or prevent a change of control or change in management that might provide stockholders with a premium to the market price of their Common Stock.

## ITEM 1B. UNRESOLVED STAFF COMMENTS.

The Company has no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Exchange Act.

## ITEM 2. PROPERTIES.

We currently lease 27 domestic and 51 international offices and we have a significant presence in Stamford, Connecticut; Ft. Myers, Florida; and Egham, the United Kingdom. The Company does not own any properties.

Our corporate headquarters is located in approximately 213,000 square feet of leased office space in three buildings located in Stamford. This facility also accommodates research and analysis, marketing, sales, client support, production, corporate services, and administration. The Company's lease on the Stamford facility expires in 2028 and we have three options to renew the lease at fair market value for five years each. Our Ft. Myers operations are located in 120,000 square feet of leased office space in one building for which the lease will expire in 2026. Our Egham location has approximately 72,000 square feet of leased office space in two buildings for which the leases expire in 2020 and 2025, respectively. Our other domestic and international locations support our research, consulting, domestic and international sales efforts, and other functions.



Our existing facilities are adequate for our current needs. However, over the past several years we have invested in our business by adding headcount, and we anticipate that trend to continue. As a result, we may need additional office space in various locations. Should additional space be necessary, we believe that it will be available and at reasonable terms.

## ITEM 3. LEGAL PROCEEDINGS.

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

## ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.



## PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our Common Stock is listed on the New York Stock Exchange under the symbol IT. As of January 31, 2014, there were 1,799 holders of record of our Common Stock. Our 2014 Annual Meeting of Stockholders will be held on May 29, 2014 at the Company’s corporate headquarters in Stamford, Connecticut. We did not submit any matter to a vote of our stockholders during the fourth quarter of 2013.

The following table sets forth the high and low sale prices for our Common Stock as reported on the New York Stock Exchange for the periods indicated:

<table><tr><td rowspan="2"></td><td colspan="3">2013</td><td colspan="3">2012</td></tr><tr><td>High</td><td>Low</td><td>High</td><td>Low</td><td>High</td><td>Low</td></tr><tr><td>Quarter ended March 31</td><td>$     54.52</td><td>$     46.52</td><td>$     43.19</td><td>$     34.39</td><td></td><td></td></tr><tr><td>Quarter ended June 30</td><td>59.09</td><td>53.01</td><td>44.97</td><td>39.50</td><td></td><td></td></tr><tr><td>Quarter ended September 30</td><td>63.00</td><td>55.75</td><td>51.45</td><td>42.49</td><td></td><td></td></tr><tr><td>Quarter ended December 31</td><td>$     71.49</td><td>$     57.19</td><td>$     48.65</td><td>$     42.81</td><td></td><td></td></tr></table>

## DIVIDEND POLICY

We currently do not pay cash dividends on our Common Stock. In addition, our 2013 Credit Agreement contains a negative covenant which may limit our ability to pay dividends.

## SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

## SHARE REPURCHASES

On February 4, 2014, the Company’s Board of Directors authorized $800.0 million to repurchase the Company’s common stock. This authorization succeeds the Company’s prior $500.0 million share repurchase authorization, which was substantially utilized. The Company may repurchase its common stock from time to time in amounts and at prices 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, private transactions or other transactions and will be funded from cash on hand and borrowings under the Company’s credit agreement.

The following table summarizes the repurchases of our Common Stock in the three months ended December 31, 2013 pursuant to our prior $500.0 million share repurchase authorization and pursuant to the settlement of share-based compensation awards:

<table><tr><td>Period</td><td>Total Number of Shares Purchased (#)</td><td>Average Price Paid Per Share ($)</td><td>Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($000&#x27;s) (2)</td></tr><tr><td>October</td><td>210</td><td>$ 58.95</td><td></td></tr><tr><td>November</td><td>147,325</td><td>63.80</td><td></td></tr><tr><td>December</td><td>426,073</td><td>70.49</td><td></td></tr><tr><td>Total (1)</td><td>573,608</td><td>$ 68.77</td><td>$ 800,000</td></tr></table>

(1) For the year ended December 31, 2013, the Company repurchased a total of 3,432,854 shares for a total cost of $196.7 million, of which $181.7 million was paid in 2013 and $15.0 million was paid in early January 2014.

(2) Amount available as of February 4, 2014.



## ITEM 6. SELECTED FINANCIAL DATA

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

<table><tr><td>(In thousands, except per share data)</td><td>2013</td><td>2012</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>STATEMENT OF OPERATIONS DATA:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Research</td><td>$ 1,271,011</td><td>$ 1,137,147</td><td>$ 1,012,062</td><td>$ 865,000</td><td>$ 752,505</td></tr><tr><td>Consulting</td><td>314,257</td><td>304,893</td><td>308,047</td><td>302,117</td><td>286,847</td></tr><tr><td>Events</td><td>198,945</td><td>173,768</td><td>148,479</td><td>121,337</td><td>100,448</td></tr><tr><td>Total revenues</td><td>1,784,213</td><td>1,615,808</td><td>1,468,588</td><td>1,288,454</td><td>1,139,800</td></tr><tr><td>Operating income</td><td>275,492</td><td>245,707</td><td>214,062</td><td>149,265</td><td>134,477</td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td><td>$ 96,285</td><td>$ 82,964</td></tr></table>

<table><tr><td>Basic income per share</td><td>$ 1.97</td><td>$ 1.78</td><td>$ 1.43</td><td>$ 1.01</td><td>$ 0.88</td></tr><tr><td>Diluted income per share</td><td>$ 1.93</td><td>$ 1.73</td><td>$ 1.39</td><td>$ 0.96</td><td>$ 0.85</td></tr></table>

<table><tr><td colspan="6">Weighted average shares outstanding:</td></tr><tr><td>Basic</td><td>93,015</td><td>93,444</td><td>96,019</td><td>95,747</td><td>94,658</td></tr><tr><td>Diluted</td><td>94,830</td><td>95,842</td><td>98,846</td><td>99,834</td><td>97,549</td></tr></table>

<table><tr><td colspan="7">OTHER DATA:</td></tr><tr><td>Cash and cash equivalents</td><td>$ 423,990</td><td>$ 299,852</td><td>$ 142,739</td><td>$ 120,181</td><td>$ 116,574</td><td></td></tr><tr><td>Total assets</td><td>1,783,582</td><td>1,621,277</td><td>1,379,872</td><td>1,285,658</td><td>1,215,279</td><td></td></tr><tr><td>Long-term debt</td><td>136,250</td><td>115,000</td><td>150,000</td><td>180,000</td><td>124,000</td><td></td></tr><tr><td>Stockholders&#x27; equity</td><td>361,316</td><td>306,673</td><td>181,784</td><td>187,056</td><td>112,535</td><td></td></tr><tr><td>Cash provided by operating activities</td><td>$ 315,654</td><td>$ 279,814</td><td>$ 255,566</td><td>$ 205,499</td><td>$ 161,937</td><td></td></tr></table>

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

• In 2013 we refinanced our debt (see Note 5 — Debt in the Notes to the Consolidated Financial Statements). We also refinanced our debt in 2010.

- In 2013 we repurchased 3.4 million of our common shares at a total cost of $196.7 million. We also repurchased 2.7 million, 5.9 million, 3.9 million, and 0.3 million of our common shares in 2012, 2011, 2010, and 2009, respectively (see Note 7 — Stockholders' Equity in the Notes to the Consolidated Financial Statements).

- In 2012 we acquired Ideas International, Inc. and recognized $2.4 million in pre-tax acquisition and integration charges (see Note 1 — Business and Significant Accounting Policies in the Notes to the Consolidated Financial Statements). In addition, in 2009 we acquired AMR Research, Inc. and Burton Group, Inc., and in 2010 and 2009 we recognized $7.9 million and $2.9 million in pre-tax acquisition charges, respectively. The operating results of these three businesses, which were not material, were included in our consolidated financial results beginning on their respective acquisition dates.



## ITEM 7. 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 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 consolidated financial statements and related notes included in this report. Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “the Company,” “we,” “our,” and “us” are to Gartner, Inc. and its consolidated subsidiaries.

## FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements. 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 Part 1, Item 1A, Risk Factors. 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 other reports we filed with the SEC.

## BUSINESS OVERVIEW

Gartner, Inc. is the world’s leading information technology research and advisory company that helps executives use technology to build, guide and grow their enterprises. We offer independent and objective research and analysis on the information technology, computer hardware, software, communications and related technology industries. We provide comprehensive coverage of the IT industry to thousands of client organizations across the globe. Our client base consists primarily of CIOs and other senior IT and executives from a wide variety of business enterprises, government agencies and the investment community.

We have 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.

- 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.



## BUSINESS MEASUREMENTS

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

<table><tr><td>BUSINESS SEGMENT</td><td>BUSINESS MEASUREMENTS</td></tr><tr><td>Research</td><td>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.</td></tr><tr><td></td><td>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.</td></tr><tr><td></td><td>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.</td></tr><tr><td>Consulting</td><td>Consulting backlog represents future revenue to be derived from in-process consulting, measurement and strategic advisory services engagements.</td></tr><tr><td></td><td>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.</td></tr><tr><td></td><td>Billing rate represents earned billable revenue divided by total billable hours.</td></tr><tr><td></td><td>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.</td></tr><tr><td>Events</td><td>Number of events represents the total number of hosted events completed during the period.</td></tr><tr><td></td><td>Number of attendees represents the total number of people who attend events.</td></tr></table>

## EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

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

We had total revenues of $1,784.2 million in 2013, an increase of 10% over 2012 while diluted earnings per share increased by $.20 per share, to $1.93. Excluding the impact of foreign currency, 2013 total revenues increased 11% over 2012.

Research revenues rose 12% year-over-year, to $1,271.0 million in 2013, and the contribution margin increased 1 point, to 69%. At December 31, 2013, Research contract value was $1,423.2 million, an increase of 13% over December 31, 2012 and 12% adjusted for the impact of foreign exchange. Client retention was 82% and wallet retention was 98% at December 31, 2013.



Consulting revenues in 2013 increased 3% compared to 2012, while the gross contribution margin was 34%. Consultant utilization was 64% for 2013 compared to 67% in 2012, and we had 509 billable consultants at December 31, 2013 compared to 503 at year-end 2012. Backlog increased 3% year-over-year, to $106.1 million at December 31, 2013.

Events revenues increased 14% year-over-year, to $198.9 million, while the segment contribution margin was 46%. We held 64 events in 2013 compared to 62 in 2012, with a slight decline in the number of attendees.

For a more detailed discussion of our results, see the Segment Results section below.

Cash flow from our operating activities increased 13% in 2013 compared to 2012, to $315.7 million. We continued to focus on maximizing shareholder value in 2013, and we repurchased 3.4 million of our outstanding common shares during the year. We ended 2013 with almost $424.0 million in cash and cash equivalents, which is a record year-end cash balance. We refinanced our debt in 2013 to take advantage of favorable market conditions, and as of year-end 2013 we had over $541.0 million of borrowing capacity on our revolving credit facility. We believe that we have adequate liquidity to meet our currently anticipated needs.

## FLUCTUATIONS IN QUARTERLY RESULTS

Our quarterly and annual revenue, operating income, and cash flow fluctuate as a result of many factors, including: the timing of our Symposium/ITxpo series, which are normally held during the fourth calendar quarter, as well as other events; the timing and amount of new business generated; the mix between domestic and international business; changes in market demand for our products and services; changes in foreign currency rates; the timing of the development, introduction and marketing of our new products and services; competition in the industry; general economic conditions; and other factors which are beyond our control. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results and cash flows.

## 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. 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 described below.

The preparation of our financial statements also 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 from actual results. On-going changes in our estimates could be material and would be reflected in the Company’s financial statements in future periods.

Our critical accounting policies are as follows:

Revenue recognition — Revenue is recognized in accordance with SEC Staff Accounting Bulletin 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 shipped.

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 then 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.

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

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Total fees receivable</td><td>$ 497,923</td><td>$ 470,368</td></tr><tr><td>Allowance for losses</td><td>(7,000)</td><td>(6,400)</td></tr><tr><td>Fees receivable, net</td><td>$ 490,923</td><td>$ 463,968</td></tr></table>

Goodwill and other intangible assets — The Company evaluates recorded goodwill in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (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 annual assessment of the recoverability of recorded goodwill can be based on either a qualitative or qualitative assessment or a combination of the two. Both methods require the use of estimates which in turn contain judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the resulting estimates are subject to uncertainty. In 2013, we completed the required annual goodwill impairment test utilizing a qualitative approach. Based on this assessment, the Company believes the fair values of the Company’s reporting units continue to substantially exceed their respective carrying amounts. See Note 1 — Business and Significant Accounting Policies in the Notes to the Consolidated Financial Statements for additional discussion.

Accounting for income taxes — 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 the 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 8 — Stock-Based Compensation in the Notes to the Consolidated Financial Statements for additional information regarding stock-based compensation).

Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain complex and subjective assumptions, including the expected life of the stock compensation award 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 achievement of certain performance targets. The assumptions used in calculating the fair value of stock 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 compensation expense 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, and other costs as a result of on-going actions we undertake to streamline our organization, reposition certain businesses and reduce ongoing costs. Estimates of costs to be incurred to complete these actions, such as future lease payments, sublease income, the fair value of assets, and severance and related benefits, are based on assumptions at the time the actions are initiated. These accruals may need to be adjusted to the extent 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 after year end.



## RESULTS OF OPERATIONS

## Consolidated Results

2013 VERSUS 2012

The following table presents the changes in selected line items in our Consolidated Statements of Operations for the two years ended December 31, 2013 (dollars in thousands):

<table><tr><td></td><td>Twelve Months Ended December 31, 2013</td><td>Twelve Months Ended December 31, 2012</td><td>Income Increase (Decrease)</td><td>Increase (Decrease) %</td></tr><tr><td>Total revenues</td><td>$ 1,784,213</td><td>$ 1,615,808</td><td>$ 168,405</td><td>10%</td></tr><tr><td>Costs and expenses:</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost of services &amp; product development</td><td>713,484</td><td>659,067</td><td>(54,417)</td><td>(8)</td></tr><tr><td>Selling, general and administrative</td><td>760,458</td><td>678,843</td><td>(81,615)</td><td>(12)</td></tr><tr><td>Depreciation</td><td>28,996</td><td>25,369</td><td>(3,627)</td><td>(14)</td></tr><tr><td>Amortization of intangibles</td><td>5,446</td><td>4,402</td><td>(1,044)</td><td>(24)</td></tr><tr><td>Acquisition &amp; integration charges</td><td>337</td><td>2,420</td><td>2,083</td><td>86</td></tr><tr><td>Operating income</td><td>275,492</td><td>245,707</td><td>29,785</td><td>12</td></tr><tr><td>Interest expense, net</td><td>(8,837)</td><td>(8,859)</td><td>22</td><td>—</td></tr><tr><td>Other expense, net</td><td>(216)</td><td>(1,252)</td><td>1,036</td><td>83</td></tr><tr><td>Provision for income taxes</td><td>(83,638)</td><td>(69,693)</td><td>(13,945)</td><td>(20)</td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 16,898</td><td>10%</td></tr></table>

TOTAL REVENUES for the twelve months ended December 31, 2013 increased $168.4 million, or 10%, compared to the twelve months ended December 31, 2012. Total revenues increased 11% excluding the unfavorable impact of foreign currency. Revenues increased in all three of our business segments and across all of our geographic regions.

The following table presents total revenues by geographic region for the twelve months ended:

<table><tr><td>Geographic Region</td><td>December 31, 2013</td><td>December 31, 2012</td><td>Increase (Decrease) \(</td><td>Increase (Decrease) %</td></tr><tr><td>U.S. and Canada</td><td>$ 1,049,734</td><td>$ 947,075</td><td>$ 102,659</td><td>11%</td></tr><tr><td>Europe, Middle East, Africa</td><td>508,755</td><td>458,675</td><td>50,080</td><td>11</td></tr><tr><td>Other International</td><td>225,724</td><td>210,058</td><td>15,666</td><td>7</td></tr><tr><td>Totals</td><td>$ 1,784,213</td><td>$ 1,615,808</td><td>$ 168,405</td><td>10%</td></tr></table>

The following table presents our revenues by segment for the twelve months ended:

<table><tr><td>Segment</td><td>December 31, 2013</td><td>December 31, 2012</td><td>Increase (Decrease) \(</td><td>Increase (Decrease) %</td></tr><tr><td>Research</td><td>$ 1,271,011</td><td>$ 1,137,147</td><td>$ 133,864</td><td>12%</td></tr><tr><td>Consulting</td><td>314,257</td><td>304,893</td><td>9,364</td><td>3</td></tr><tr><td>Events</td><td>198,945</td><td>173,768</td><td>25,177</td><td>14</td></tr><tr><td>Totals</td><td>$ 1,784,213</td><td>$ 1,615,808</td><td>$ 168,405</td><td>10%</td></tr></table>

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



COST OF SERVICES AND PRODUCT DEVELOPMENT (“COS”) expense increased 8% in 2013 compared to 2012, or $54.4 million, to $713.5 million compared to $659.1 million in 2012. The increase was primarily due to higher payroll and related benefits costs from additional headcount as we continued to invest to support the growth in our business, and to a lesser extent, merit salary increases. We also had higher conference costs due to an increase in the number of events, a double-digit increase in the number of exhibitors at our events, and the upgrading of facilities in several locations to support anticipated growth in the events business. These additional costs were partially offset by the favorable impact of foreign currency. COS as a percentage of revenues was 40% in the 2013 period compared to 41% in the 2012 period.

SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) expense increased by $81.6 million in 2013, or 12%, to $760.5 million compared to $678.8 million in 2012. The increase was primarily due to higher payroll and related benefits costs, which was partially offset by favorable foreign currency impact. The higher payroll and benefit cost was primarily driven by our investment in additional headcount, and to a lesser extent, higher sales commissions and merit salary increases. The increased headcount includes additional quota-bearing sales associates, which increased to 1,643 at December 31, 2013, a 16% increase over year-end 2012.

DEPRECIATION expense increased 14% in 2013 compared to 2012, primarily due to additional depreciation on leasehold improvements from two renovated buildings on our Stamford headquarters campus being placed into service during 2013.

AMORTIZATION OF INTANGIBLES increased 24% year-over-year due to a full year of amortization in 2013 of the intangible assets recorded from the Ideas International acquisition in mid-2012.

ACQUISITION AND INTEGRATION CHARGES was $0.3 million in 2013 compared to $2.4 million in 2012. These charges related to the acquisition of Ideas International in mid-2012 and include legal, consulting, severance, and other costs.

OPERATING INCOME increased $29.8 million year-over-year, or 12%, to $275.5 million in 2013 from $245.7 million in 2012. The increased operating income was primarily attributable to a substantially higher segment contribution from our Research segment. Operating income as a percentage of revenues was 15% for both periods.

INTEREST EXPENSE, NET was flat year-over-year.

OTHER EXPENSE, NET was $0.2 million in 2013 and $1.3 million in 2012. These expenses primarily consisted of net foreign currency exchange gains and losses.

PROVISION FOR INCOME TAXES was $83.6 million in 2013 compared to $69.7 million in 2012 and the effective tax rate was 31.4% for 2013 compared to 29.6% for 2012. The higher effective tax rate in 2013 was primarily attributable to a change in the annual mix of pre-tax income by jurisdiction as well as the impact of certain state tax credits recognized in 2012.

During 2013, the Company closed the Internal Revenue Service (“IRS”) audit of its 2008 and 2009 federal income tax returns. The resolution of the audit did not have a material adverse effect on the consolidated financial position, cash flows, or results of operations of the Company.

In late 2013 the Company received notice that the IRS intends to conduct an audit of the Company's 2010 and 2011 tax years. The audits for these years have commenced and are in the early stages of examination. Although the final resolution of these audits is uncertain, the Company believes that the ultimate disposition will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations.

The American Taxpayer Relief Act of 2012 (the “2012 Tax Act”) was enacted in January of 2013 and contained beneficial tax provisions for the Company which applied retroactively to 2012. However, since the 2012 Tax Act was passed in 2013, approximately $1.5 million of tax benefits relating to its retroactive application were recorded by the Company in early 2013.

NET INCOME was $182.8 million in 2013 and $165.9 million in 2012, an increase of $16.9 million, or 10%, primarily due to the higher operating income, which was partially offset by higher income tax charges. Diluted earnings per share increased 12% year-over-year due to the higher net income and to a lesser extent a lower number of weighted-average shares outstanding.



The following table presents the changes in selected line items in our Consolidated Statements of Operations for the two years ended December 31, 2012 (dollars in thousands):

<table><tr><td></td><td>Twelve Months Ended December 31, 2012</td><td>Twelve Months Ended December 31, 2011</td><td>Income Increase (Decrease)</td><td>Increase (Decrease) %</td></tr><tr><td>Total revenues</td><td>$ 1,615,808</td><td>$ 1,468,588</td><td>$ 147,220</td><td>10%</td></tr><tr><td>Costs and expenses:</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost of services &amp; product development</td><td>659,067</td><td>608,755</td><td>(50,312)</td><td>(8)</td></tr><tr><td>Selling, general and administrative</td><td>678,843</td><td>613,707</td><td>(65,136)</td><td>(11)</td></tr><tr><td>Depreciation</td><td>25,369</td><td>25,539</td><td>170</td><td>1</td></tr><tr><td>Amortization of intangibles</td><td>4,402</td><td>6,525</td><td>2,123</td><td>33</td></tr><tr><td>Acquisition &amp; integration charges</td><td>2,420</td><td>—</td><td>(2,420)</td><td>(100)</td></tr><tr><td>Operating income</td><td>245,707</td><td>214,062</td><td>31,645</td><td>15</td></tr><tr><td>Interest expense, net</td><td>(8,859)</td><td>(9,967)</td><td>1,108</td><td>11</td></tr><tr><td>Other expense, net</td><td>(1,252)</td><td>(1,911)</td><td>659</td><td>34</td></tr><tr><td>Provision for income taxes</td><td>(69,693)</td><td>(65,282)</td><td>(4,411)</td><td>(7)</td></tr><tr><td>Net income</td><td>$ 165,903</td><td>$ 136,902</td><td>$ 29,001</td><td>21%</td></tr></table>

TOTAL REVENUES for the twelve months ended December 31, 2012 increased $147.2 million, or 10%, compared to the twelve months ended December 31, 2011. Total revenues increased 12% excluding the unfavorable impact of foreign currency. Revenues increased by double-digits in both our Research and Events segments but declined slightly in Consulting. Revenues increased across all of our geographic regions, with a double-digit increase in Research revenues in every region.

An overview of our total revenues by geographic region follows:

<table><tr><td></td><td>Twelve Months Ended December 31, 2012</td><td>Twelve Months Ended December 31, 2011</td><td>Increase (Decrease) \(</td><td>Increase (Decrease) %</td></tr><tr><td>Geographic Region</td><td>$ 947,075</td><td>$ 861,481</td><td>$ 85,594</td><td>10%</td></tr><tr><td>U.S. and Canada</td><td>458,675</td><td>437,194</td><td>21,481</td><td>5</td></tr><tr><td>Europe, Middle East, Africa</td><td>210,058</td><td>169,913</td><td>40,145</td><td>24</td></tr><tr><td>Other International</td><td>1,615,808</td><td>1,468,588</td><td>$ 147,220</td><td>10%</td></tr><tr><td>Totals</td><td>$ 1,615,808</td><td>$ 1,468,588</td><td>$ 147,220</td><td>10%</td></tr></table>

An overview of our total revenues by segment follows:

<table><tr><td></td><td>Twelve Months Ended December 31, 2012</td><td>Twelve Months Ended December 31, 2011</td><td>Increase (Decrease) \(</td><td>Increase (Decrease) %</td></tr><tr><td>Segment</td><td>$ 1,137,147</td><td>$ 1,012,062</td><td>$ 125,085</td><td>12%</td></tr><tr><td>Research</td><td>304,893</td><td>308,047</td><td>(3,154)</td><td>(1)</td></tr><tr><td>Consulting</td><td>173,768</td><td>148,479</td><td>25,289</td><td>17</td></tr><tr><td>Events</td><td>1,615,808</td><td>1,468,588</td><td>$ 147,220</td><td>10%</td></tr><tr><td>Totals</td><td>$ 1,615,808</td><td>$ 1,468,588</td><td>$ 147,220</td><td>10%</td></tr></table>

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

COST OF SERVICES AND PRODUCT DEVELOPMENT (“COS”) expense increased 8% in 2012, or $50.3 million, to $659.1 million compared to $608.8 million in 2011. The increase was primarily due to higher payroll and related benefits costs from additional headcount as we continued to invest to support the growth in our business, and to a lesser extent, merit salary increases.



We also had higher conference costs and related travel expenses due to an increase in the number of events, as well as additional attendees and exhibitors at our events. These additional costs were partially offset by the favorable impact of foreign currency. COS as a percentage of revenues was 41% for both periods.

SELLING, GENERAL AND ADMINISTRATIVE (“SG&A”) expense increased by $65.1 million in 2012, or 11%, to $678.8 million compared to $613.7 million in 2011. The increase was primarily due to higher payroll and related benefits costs, which was partially offset by favorable foreign currency impact. The higher payroll and benefit cost was primarily driven by our investment in additional headcount, and to a lesser extent, higher sales commissions and merit salary increases. The increased headcount includes additional quota-bearing sales associates, which increased to 1,417 at December 31, 2012, a 12% increase over the prior year-end.

DEPRECIATION expense decreased slightly year-over-year due to certain assets becoming fully depreciated which was only partially offset by the additional depreciation related to asset additions. Capital expenditures increased to $44.3 million in 2012 from $42.0 million in 2011, which includes $17.0 million and $9.5 million, respectively, of expenditures for the renovation of our Stamford headquarters facility. Up to $25.0 million of these expenditures are reimbursable by the facility landlord, and as of December 31, 2012, $22.0 million had been reimbursed.

AMORTIZATION OF INTANGIBLES decreased year-over-year due to certain intangibles becoming fully amortized, which was only partially offset by the additional amortization from the intangible assets recorded from the Ideas International acquisition in mid-2012.

ACQUISITION AND INTEGRATION CHARGES was $2.4 million in 2012 and zero in 2011. These charges related to the acquisition of Ideas International in mid-2012 and included legal, consulting, severance, and other costs.

OPERATING INCOME increased $31.6 million year-over-year, or 15%, to $245.7 million in 2012 from $214.1 million in 2011. Operating income as a percentage of revenues was 15% for both periods. Although both Research and Events had higher segment contributions in 2012, these increases were partially offset by a lower contribution in Consulting, as well as higher SG&A expenses, as discussed above.

INTEREST EXPENSE, NET declined by 11% in 2012 when compared to 2011. The decline was primarily due to a lower average amount of debt outstanding, which declined to $207.0 million in 2012 from $220.0 million in 2011, as well as lower amortization of capitalized debt refinancing costs.

OTHER EXPENSE, NET was $1.3 million in 2012 and $1.9 million in 2011. These expenses primarily consisted of net foreign currency exchange gains and losses.

PROVISION FOR INCOME TAXES was $69.7 million in 2012 compared to $65.3 million in 2011 and the effective tax rate was 29.6% for 2012 compared to 32.3% for 2011. The lower effective tax rate in 2012 was primarily attributable to the recognition of tax benefits in 2012 resulting from the settlement of tax audits, as well as benefits recorded in 2012 relating to the recognition of certain state tax credits.

During 2012, the Company closed the IRS audit of its 2007 federal income tax return. The resolution of the audit did not have a material adverse effect on the consolidated financial position, cash flows, or results of operations of the Company.

NET INCOME was $165.9 million in 2012 and $136.9 million in 2011, an increase of $29.0 million, or 21%, primarily due to a higher operating income, which was partially offset by $4.4 million in higher income tax charges. Although the year-over-year effective tax rate declined, pre-tax income increased substantially, resulting in the higher dollar amount of tax charges. Both basic and diluted earnings per share increased 24% year-over-year due to the higher net income and to a lesser extent a lower number of weighted-average shares outstanding.



## SEGMENT RESULTS

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

The following sections present the results of our three business segments.

## Research

The following table presents the financial results and business measurements of our Research segment as of and for the twelve months ended December 31:

<table><tr><td></td><td>2013</td><td>2012</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td><td>2012</td><td>2011</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td></tr><tr><td>Financial Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues (1)</td><td>$ 1,271,011</td><td>$ 1,137,147</td><td>$ 133,864</td><td>12%</td><td>$ 1,137,147</td><td>$ 1,012,062</td><td>$ 125,085</td><td>12%</td></tr><tr><td>Gross contribution (1)</td><td>$ 879,384</td><td>$ 774,342</td><td>$ 105,042</td><td>14%</td><td>$ 774,342</td><td>$ 682,136</td><td>$ 92,206</td><td>14%</td></tr><tr><td>Gross contribution margin</td><td>69%</td><td>68%</td><td>1 point</td><td>—</td><td>68%</td><td>67%</td><td>1 point</td><td>—</td></tr><tr><td>Business Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Contract value (1)</td><td>$ 1,423,179</td><td>$ 1,262,865</td><td>$ 160,314</td><td>13%</td><td>$ 1,262,865</td><td>$ 1,115,801</td><td>$ 147,064</td><td>13%</td></tr><tr><td>Client retention</td><td>82%</td><td>83%</td><td>(1) point</td><td>—</td><td>83%</td><td>82%</td><td>1 point</td><td>—</td></tr><tr><td>Wallet retention</td><td>98%</td><td>99%</td><td>(1) point</td><td>—</td><td>99%</td><td>99%</td><td>—</td><td>—</td></tr></table>

(1) Dollars in thousands.

## 2013 VERSUS 2012

Research segment revenues in 2013 increased compared to 2012. The impact of foreign exchange translation was not significant. The segment gross contribution margin increased by 1 point, to 69%, driven by the operating leverage in this business. Contribution margin improved in spite of an 8% increase in segment headcount as we continue to invest for future growth.

Research contract value increased 13% in 2013 to $1,423.2 million, and increased 12% year-over-year adjusted for the impact of foreign currency translation. Our growth in contract value was broad-based, with almost every region, industry segment, and client size growing at double-digit rates compared to 2012.

The number of research client organizations we serve increased by 6% in 2013, to 14,099. Both client retention and wallet retention remained strong during 2013, and were 82% and 98% at December 31, 2013, respectively.

## 2012 VERSUS 2011

Research segment revenues increased 12% in 2012 compared to 2011 but excluding the unfavorable effect of foreign currency translation, Research segment revenues increased 14%. The segment gross contribution margin increased by 1 point.

Research contract value increased 13% in 2012, to $1,262.9 million, but increased 14% year-over-year excluding the unfavorable impact of foreign currency translation. We had double-digit contract value growth across all of our Research product lines and client sizes, and almost every industry segment. Both client retention and wallet retention remained strong during 2012 at 83% and 99%, respectively.



## Consulting

The following table presents the financial results and business measurements of our Consulting segment as of and for the twelve months ended December 31:

<table><tr><td></td><td>2013</td><td>2012</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td><td>2012</td><td>2011</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td></tr><tr><td>Financial Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues (1)</td><td>$ 314,257</td><td>$ 304,893</td><td>$ 9,364</td><td>3%</td><td>$ 304,893</td><td>$ 308,047</td><td>$ (3,154)</td><td>(1)%</td></tr><tr><td>Gross contribution (1)</td><td>$ 107,565</td><td>$ 109,253</td><td>$ (1,688)</td><td>(2)%</td><td>$ 109,253</td><td>$ 114,838</td><td>$ (5,585)</td><td>(5)%</td></tr><tr><td>Gross contribution margin</td><td>34%</td><td>36%</td><td>(2) points</td><td>—</td><td>36%</td><td>37%</td><td>(1) point</td><td>—</td></tr><tr><td>Business Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Backlog (1)</td><td>$ 106,130</td><td>$ 102,718</td><td>$ 3,412</td><td>3%</td><td>$ 102,718</td><td>$ 100,564</td><td>$ 2,154</td><td>2%</td></tr><tr><td>Billable headcount</td><td>509</td><td>503</td><td>6</td><td>1%</td><td>503</td><td>481</td><td>22</td><td>5%</td></tr><tr><td>Consultant utilization</td><td>64%</td><td>67%</td><td>(3) points</td><td>—</td><td>67%</td><td>65%</td><td>2 points</td><td>—</td></tr><tr><td>Average annualized revenue per billable headcount (1)</td><td>$ 409</td><td>$ 430</td><td>$ (21)</td><td>(5)%</td><td>$ 430</td><td>$ 424</td><td>$ 6</td><td>1%</td></tr></table>

(1) Dollars in thousands.

## 2013 VERSUS 2012

Consulting revenues increased 3% year-over-year and 4% when adjusted for the impact of foreign exchange. The increase was due to higher contract optimization revenue, which can fluctuate from period to period and are generally about 10% of total Consulting segment revenues. The increased contract optimization revenues were partially offset by slightly lower core consulting and strategic advisory (“SAS”) revenues. The gross contribution margin declined by 2 points due to higher payroll and benefit costs from additional headcount and merit salary increases, and to a lesser extent, lower utilization in core consulting. Backlog increased $3.4 million, or 3%, year-over-year, to $106.1 million at December 31, 2013.

## 2012 VERSUS 2011

Consulting revenues decreased 1% year-over-year due to lower revenues in our contract optimization business. The decrease in contract optimization revenue was substantially offset by higher core consulting revenues, which increased 5% year-over-year, driven by additional demand and increased headcount. SAS revenues were flat year-over-year. Excluding the unfavorable impact of foreign currency translation, revenues increased 1% year-over-year. The gross contribution margin declined by 1 point due to the lower revenues in our contract optimization business, which has a higher contribution margin than core consulting or SAS. Backlog increased 2% year-over-year, to $102.7 million at December 31, 2012.



## Events

The following table presents the financial results and business measurements of our Events segment as of and for the twelve months ended December 31:

<table><tr><td></td><td>2013</td><td>2012</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td><td>2012</td><td>2011</td><td>$ Increase (Decrease)</td><td>% Increase (Decrease)</td></tr><tr><td>Financial Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues (1)</td><td>$ 198,945</td><td>$ 173,768</td><td>$ 25,177</td><td>14%</td><td>$ 173,768</td><td>$ 148,479</td><td>$ 25,289</td><td>17%</td></tr><tr><td>Gross contribution (1)</td><td>$ 91,216</td><td>$ 80,119</td><td>$ 11,097</td><td>14%</td><td>$ 80,119</td><td>$ 66,265</td><td>$ 13,854</td><td>21%</td></tr><tr><td>Gross contribution margin</td><td>46%</td><td>46%</td><td>—</td><td>—</td><td>46%</td><td>45%</td><td>1 point</td><td>—</td></tr><tr><td>Business Measurements:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Number of events</td><td>64</td><td>62</td><td>2</td><td>3%</td><td>62</td><td>60</td><td>2</td><td>3%</td></tr><tr><td>Number of attendees</td><td>44,986</td><td>46,307</td><td>(1,321)</td><td>(3)%</td><td>46,307</td><td>42,748</td><td>3,559</td><td>8%</td></tr></table>

(1) Dollars in thousands.

## 2013 VERSUS 2012

Events revenues increased $25.2 million when comparing 2013 to 2012, or 14%, but excluding the impact of foreign currency translation, revenues increased 15% year-over-year. We held 64 events in 2013, consisting of 58 ongoing events and 6 new events, compared to 62 events in 2012. The year-over-year revenue increase was primarily attributable to higher exhibitor revenue at our ongoing events. The overall number of attendees declined slightly while the number of exhibitors increased 11%. Average revenue per attendee rose 15% and average revenue per exhibitor increased 6%. The gross contribution margin was flat year-over-year at 46%."

## 2012 VERSUS 2011

Events revenues increased 17% year-over-year, or $25.3 million, but excluding the unfavorable impact of foreign currency translation, revenues increased 20% year-over-year. We held 62 events in 2012 compared to 60 in 2011. The 62 events held in 2012 consisted of 57 ongoing events and 5 new event launches, with 3 events held in prior years discontinued, while the overall number of attendees and exhibitors increased 8% and 20%, respectively. Average revenue per attendee rose 3% and average revenue per exhibitor increased 1%. Both the additional revenue and the higher contribution margin in 2012 were primarily due to the significantly higher exhibitor volume at our ongoing events.



## LIQUIDITY AND CAPITAL RESOURCES

We finance our operations primarily through cash generated from our operating activities. For 2013, we had operating cash flow of $315.7 million, which was the highest in the Company’s history and represented an increase of 13% over 2012. Our operating cash flow has been continuously enhanced by the leverage characteristics of our subscription-based business model as well as our focus on operational efficiencies. Revenues in our Research segment, which increased 12% in 2013 compared to 2012, constituted 71% and 70% of our total revenues in 2013 and 2012, respectively. Our Research contracts generally renew annually and typically are paid in advance, and combined with a strong customer retention rate and high incremental margins, has generally resulted in strong growth in operating cash flow each year. Our cash flow generation has also benefited from our continuing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase our sales volume.

In addition to the strong increase in our operating cash flows, we also had almost $424.0 million of cash and cash equivalents at year-end 2013, which was the highest cash balance in the Company’s history. We refinanced our debt in 2013 to take advantage of favorable market conditions and we had $541.1 million of available borrowing capacity under our revolving credit facility at year-end 2013. We believe that our strong operating cash flow, as well as our existing cash balances and our available borrowing capacity, provide us with adequate liquidity to meet our currently anticipated needs.

Our cash and cash equivalents are held in numerous locations throughout the world. At December 31, 2013, $247.0 million of our cash and cash equivalents was held outside the U.S. Approximately half of the cash and cash equivalents held overseas represents unremitted earnings of our non-U.S subsidiaries. Under U.S. accounting rules, no provision for income taxes that may result from the remittance of such earnings is required if the Company intends to reinvest such funds overseas. Our current plans do not demonstrate a need to repatriate these undistributed earnings to fund our U.S. operations or otherwise satisfy the liquidity needs of our U.S operations. We intend to reinvest these earnings in our non-U.S. operations, except in instances in which the repatriation of these earnings would result in minimal additional tax. As a result, the Company has not recognized additional income tax expense that may result from the remittance of these earnings. However, should our liquidity needs change or we decide to repatriate some or all of these unremitted earnings, we may be required to accrue additional taxes which could have a material effect on our consolidated financial position, cash flows, and result of operations.

## Changes in cash and cash equivalents

The following disclosure summarizes and explains the changes in our cash and cash equivalents for the three years ending December 31, 2013 (in thousands):

<table><tr><td rowspan="2"></td><td colspan="4">2013 vs. 2012</td><td colspan="4">2012 vs. 2011</td></tr><tr><td>Twelve Months Ended December 31, 2013</td><td>Twelve Months Ended December 31, 2012</td><td>Increase (Decrease)</td><td>Twelve Months Ended December 31, 2012</td><td>Increase (Decrease</td><td>Twelve Months Ended December 31, 2011</td><td>Increase (Decrease)</td><td></td></tr><tr><td>Cash provided by operating activities</td><td>$ 315,654</td><td>$ 279,813</td><td>$ 35,841</td><td>$ 279,813</td><td>$ 255,566</td><td>$ 24,247</td><td></td><td></td></tr><tr><td>Cash used in investing activities</td><td>(36,498)</td><td>(54,673)</td><td>18,175</td><td>(54,673)</td><td>(41,954)</td><td>(12,719)</td><td></td><td></td></tr><tr><td>Cash used by financing activities</td><td>(153,855)</td><td>(72,570)</td><td>(81,285)</td><td>(72,570)</td><td>(186,559)</td><td>113,989</td><td></td><td></td></tr><tr><td>Net increase</td><td>125,301</td><td>152,570</td><td>(27,269)</td><td>152,570</td><td>27,053</td><td>125,517</td><td></td><td></td></tr><tr><td>Effects of exchange rates</td><td>(1,163)</td><td>4,543</td><td>(5,706)</td><td>4,543</td><td>(4,495)</td><td>9,038</td><td></td><td></td></tr><tr><td>Beginning cash and cash equivalents</td><td>299,852</td><td>142,739</td><td>157,113</td><td>142,739</td><td>120,181</td><td>22,558</td><td></td><td></td></tr><tr><td>Ending cash and cash equivalents</td><td>$ 423,990</td><td>$ 299,852</td><td>$ 124,138</td><td>$ 299,852</td><td>$ 142,739</td><td>$ 157,113</td><td></td><td></td></tr></table>

## 2013 VERSUS 2012

## Operating

Operating cash flow increased by $35.8 million, or 13%, when comparing 2013 to 2012. The increase was primarily due to higher net income in the 2013 period, as well as additional receivable collections and other positive working capital changes. These increases were partially offset by additional cash payments in the 2013 period for bonus, commissions, and taxes, and we also had lower cash reimbursements in the 2013 period related to the completion of the renovation of our Stamford headquarters facility.



## Investing

Cash used in our investing activities declined by $18.2 million in 2013 compared to 2012. The decrease was primarily due to $10.3 million of cash used in 2012 for the acquisition of Ideas International and to a lesser extent, higher capital expenditures in 2012.

Capital expenditures were $36.5 million in 2013 compared to $44.3 million in 2012, which included $7.7 million and $17.0 million, respectively, that were paid for the renovation of our Stamford headquarters facility. The Company's total expenditures on the renovation were approximately $34.2 million. The Company received a total of $25.0 million of reimbursements from the facility landlord for the renovation, of which $3.0 million was received in 2013, $13.0 million in 2012, and $9.0 million in 2011, which were recorded in operating cash flows.

## Financing

We used $153.9 million of cash in our financing activities in 2013 compared to $72.6 million in 2012, an increase in cash used of $81.3 million, primarily due to share repurchases. We used $181.7 million of cash in 2013 for share repurchases compared to $111.3 million in 2012. We also had lower cash proceeds from employee share-based activity in the 2013 period, and we also paid $3.6 million of fees related to our debt refinancing in the 2013 period.

## 2012 VERSUS 2011

## Operating

Operating cash flow increased by 9%, or $24.2 million, in 2012 compared to 2011, which was primarily due to higher net income. We also had lower cash payments for interest on our debt and other items, as well as higher cash reimbursements related to the renovation of our Stamford headquarters facility. These increased cash flows were partially offset by higher cash payments for income taxes during 2012.

## Investing

Cash used for investing purposes was $54.7 million in 2012, an increase in cash used of $12.7 million compared to 2011, due to $10.3 million of cash used for the acquisition of Ideas International and to a lesser extent, higher capital expenditures.

Capital expenditures were $44.3 million in 2012 compared to $42.0 million in 2011, which included $17.0 million and $9.5 million, respectively, that were paid for the renovation of our Stamford headquarters facility. The Company received reimbursements from the facility landlord of $13.0 million in 2012 and $9.0 million in 2011, which were recorded in operating cash flows.

## Financing

We used $114.0 million less cash in our financing activities in 2012 compared to 2011, primarily due to a lower number of shares repurchased. Cash used for share repurchases was $111.3 million in 2012 compared to $212.0 million in 2011, with 2.7 million and 5.9 million of shares repurchased, respectively. Cash used also declined due to net debt activity, as we borrowed an additional $5.0 million in 2012 compared to $20.1 million of debt repayments in 2011.

## OBLIGATIONS AND COMMITMENTS

## 2013 Credit Agreement

The Company has a five-year credit arrangement that it entered into in March 2013 that provides for a $150.0 million term loan and a $600.0 million revolving credit facility (the "2013 Credit Agreement"). Under the revolving credit facility, amounts may be borrowed, repaid, and re-borrowed through the maturity date of the agreement in March 2018. The credit arrangement 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 Company had a total of $200.0 million outstanding under the 2013 Credit Agreement as of December 31, 2013, which consisted of $144.4 million outstanding under the term loan and $55.6 million outstanding under the revolver. As of December 31, 2013, we had $541.1 million of borrowing availability under the revolver.

The term loan will be repaid in 16 consecutive quarterly installments which commenced on June 30, 2013, plus a final payment due on March 7, 2018, and may be prepaid at any time without penalty or premium 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. See Note 5 - Debt herein in the Notes to the Condensed Consolidated Financial Statements for additional information regarding the 2013 Credit Agreement.

## Off-Balance Sheet Arrangements

Through December 31, 2013, we have not entered into any off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

## Contractual Cash Commitments

The Company has certain contractual commitments that require future payment. The following table summarizes the Company’s contractual cash commitments due after December 31, 2013 (in thousands):

<table><tr><td>Commitment Description:</td><td colspan="2">Due In Less Than 1 Year</td><td colspan="2">Due In 2-3 Years</td><td colspan="2">Due In 4-5 Years</td><td colspan="2">Due In More Than 5 Years</td><td>Total</td></tr><tr><td>Debt - principal and interest (1), (2)</td><td>$     20,555</td><td>$     50,485</td><td>$     160,620</td><td>$     5,210</td><td>$     236,870</td><td></td><td></td><td></td><td></td></tr><tr><td>Operating leases (3)</td><td>34,525</td><td>48,135</td><td>25,985</td><td>82,485</td><td>191,130</td><td></td><td></td><td></td><td></td></tr><tr><td>Deferred compensation arrangement (4)</td><td>3,280</td><td>5,920</td><td>3,800</td><td>23,410</td><td>36,410</td><td></td><td></td><td></td><td></td></tr><tr><td>Tax liabilities (5)</td><td>1,520</td><td>—</td><td>—</td><td>—</td><td>—</td><td></td><td></td><td>1,520</td><td></td></tr><tr><td>Other (6)</td><td>21,500</td><td>5,560</td><td>—</td><td>—</td><td>—</td><td></td><td></td><td>27,060</td><td></td></tr><tr><td>Totals</td><td>$     81,380</td><td>$     110,100</td><td>$     190,405</td><td>$     111,105</td><td>$     492,990</td><td></td><td></td><td></td><td></td></tr></table>

(1) Includes the contractual principal due under the Company’s 2013 Credit Agreement, which matures in March 2018. Amounts borrowed under the term loan arrangement have been classified in the table based on the scheduled repayment dates, while revolver borrowings are classified in the Due In 4-5 Years category since the amounts are not contractually due until 2018. Interest payments on amounts outstanding under the 2013 Credit Facility are based on a floating rate. However, the Company has a $200.0 million notional interest rate swap that converts the variable interest payments on the debt to a 2.26% fixed rate on the first $200.0 million of borrowings. As a result, in order to calculate an estimate for the future interest payments, the Company has used a rate of 3.64%, which includes the swap rate of 2.26% plus a loan margin of 1.38%. See Note 5 — Debt in the Notes to the Consolidated Financial Statements for additional information on the Company’s 2013 Credit Agreement.

(2) The Company's $5.0 million State of Connecticut economic development loan is included in the Due In More Than 5 Years category since it has a 10 year maturity. Interest payments on the loan have been calculated based on the contractual fixed rate of interest of 3%. See Note 5 — Debt in the Notes to the Consolidated Financial Statements for additional information on the loan.

(3) The Company leases various facilities, furniture, autos, and computer equipment. These leases expire between 2013 and 2027. See Note 1 — Business and Significant Accounting Policies in the Notes to the Consolidated Financial Statements for additional information on the Company's leases.

(4) Represents the Company’s liability to participants in its supplemental deferred compensation arrangement (see Note 13 — Employee Benefits in the Notes to the Consolidated Financial Statements for additional information). Amounts payable to active employees whose payment date is unknown have been included in the Due In More Than 5 Years category since the Company cannot determine when the amounts will be paid.

(5) Includes interest and penalties. In addition to the amount presented in the table, the Company also has recorded liabilities of $13.1 million for unrecognized tax benefits and $3.1 million for related potential interest and penalties. We are uncertain as to when or if such amounts may be settled.

(6) Includes contractual commitments for software, building maintenance, and telecom services. Also included are amounts due for share repurchase transactions that occurred in late December 2013 and were settled in early January 2014. See Note 7 — Stockholders' Equity in the Notes to the Consolidated Financial Statements for additional information on the Company's share repurchases.



## QUARTERLY FINANCIAL DATA

The following tables present our quarterly operating results for the two year period ended December 31, 2013:

<table><tr><td>(In thousands, except per share data)</td><td>First</td><td>Second</td><td>Third</td><td>Fourth</td></tr><tr><td>Revenues</td><td>$ 406,754</td><td>$ 446,047</td><td>$ 410,705</td><td>$ 520,707</td></tr><tr><td>Operating income</td><td>54,005</td><td>73,987</td><td>58,743</td><td>88,757</td></tr><tr><td>Net income</td><td>36,675</td><td>46,514</td><td>38,194</td><td>61,418</td></tr><tr><td>Net income per share: (1)</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.39</td><td>$ 0.50</td><td>$ 0.41</td><td>$ 0.67</td></tr><tr><td>Diluted</td><td>$ 0.38</td><td>$ 0.49</td><td>$ 0.40</td><td>$ 0.65</td></tr></table>

## 2012

<table><tr><td>(In thousands, except per share data)</td><td>First</td><td>Second</td><td>Third</td><td>Fourth</td></tr><tr><td>Revenues</td><td>$ 369,171</td><td>$ 397,482</td><td>$ 374,406</td><td>$ 474,749</td></tr><tr><td>Operating income</td><td>53,556</td><td>62,722</td><td>49,768</td><td>79,661</td></tr><tr><td>Net income</td><td>34,221</td><td>41,484</td><td>31,375</td><td>58,823</td></tr><tr><td>Net income per share: (1)</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.37</td><td>$ 0.44</td><td>$ 0.34</td><td>$ 0.63</td></tr><tr><td>Diluted</td><td>$ 0.36</td><td>$ 0.43</td><td>$ 0.33</td><td>$ 0.61</td></tr></table>

(1) The aggregate of the four quarters’ basic and diluted earnings per common share may not equal the reported full calendar year amounts due to the effects of share repurchases, dilutive equity compensation, and rounding.

## RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB has issued new accounting rules which have not yet become effective. These new rules are described below, together with our assessment of the potential impact they may have on our financial statements and related disclosures in future periods:

In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 addresses the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. ASU No. 2013-11 is effective for the Company’s fiscal quarter ending March 31, 2014 and impacts balance sheet presentation only. The Company believes the balance sheet impact will not be material.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU No. 2013-05 provides updated guidance to resolve diversity in practice concerning the release of the cumulative foreign currency translation adjustment into net income when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. When a company ceases to have a controlling financial interest, the company should recognize any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary had resided. Upon a partial sale, the company should release into earnings a pro rata portion of the cumulative translation adjustment. ASU No. 2013-05 is effective for the Company’s fiscal quarter ending March 31, 2014. The guidance in ASU 2013-05 will only impact the Company’s financial statements upon the occurrence of a transaction within its scope.

The FASB also continues to work on a number of significant accounting rules which may impact the Company’s accounting and disclosures in future periods. Since these rules have not yet been issued, the effective dates and potential impact are unknown.



## ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

## INTEREST RATE RISK

We have exposure to changes in interest rates arising from borrowings under our 2013 Credit Agreement. At December 31, 2013, we had $200.0 million outstanding under the 2013 Credit Agreement, which consisted of $144.4 million outstanding under the term loan and $55.6 million outstanding under the revolver.

Amounts borrowed under the 2013 Credit Agreement bear interest at a rate equal to, at Gartner’s option, either (1) 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 (2) 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.

We have an interest rate swap contract which effectively converts the floating base rate on the first $200.0 million of our borrowings to a 2.26% fixed rate. The Company only hedges the base interest rate risk on the first $200.0 million of its outstanding borrowings. Accordingly, we are exposed to interest rate risk on borrowings in excess of $200.0 million. A 25 basis point increase or decrease in interest rates could change pre-tax annual interest expense on the additional revolver borrowing capacity under the 2013 Credit Agreement (not including the expansion feature) by approximately $0.9 million.

## FOREIGN CURRENCY RISK

For the fiscal years ended December 31, 2013 and 2012, approximately 45% and 46% of our revenues, respectively, were derived from sales outside of the U.S. As a result, we conduct business in numerous currencies other than the U.S dollar. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar, and the Canadian dollar. Our foreign currency exposure results in both translation risk and transaction risk:

## Translation Risk

We are exposed to foreign currency translation risk since the functional currencies of our foreign operations are generally denominated in the local currency. Translation risk arises since the assets and liabilities that we report for our foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at the balance sheet dates, and these exchange rates fluctuate over time. These foreign currency translation adjustments are deferred and are recorded as a component of stockholders' equity and do not impact our operating results.

A measure of the potential impact of foreign currency translation on our Condensed Consolidated Balance Sheets can be determined through a sensitivity analysis of our cash and cash equivalents. At December 31, 2013, we had almost $424.0 million of cash and cash equivalents, with approximately 58% denominated in foreign currencies. If the foreign exchange rates of the major currencies in which we operate changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, 2013 would have increased or decreased by approximately $20.0 million.

Because our foreign subsidiaries generally operate in a local functional currency that differs from the U.S. dollar, revenues and expenses in these foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar continuously weakens or strengthens against these other currencies. Therefore, changes in exchange rates may affect our consolidated revenues and expenses (as expressed in U.S. dollars) from foreign operations. Historically, this impact on our consolidated earnings has not been material since foreign currency movements in the major currencies in which we operate tend to impact our revenues and expenses fairly equally.

## Transaction Risk

We also have foreign exchange transaction risk since foreign subsidiaries typically enter into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency in which the foreign subsidiary operates. We may enter into foreign currency forward exchange contracts to mitigate the effects of foreign currency transaction risk. These contracts are normally short term in duration and unrealized and realized gains and losses are recognized in current period earnings. At December 31, 2013, we had 89 outstanding foreign currency forward contracts with a total notional amount of approximately $61.0 million and an immaterial net unrealized loss. Substantially all of these contracts matured by the end of January 2014.



## CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, accounts receivable, and an interest rate swap contract. The majority of the Company’s cash and cash equivalents and its interest rate swap contract are with large investment grade commercial banks that are participants in the Company’s 2013 Credit Agreement. Accounts receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.

## ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our consolidated financial statements for 2013, 2012, and 2011, together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.

## ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

## ITEM 9A. CONTROLS AND PROCEDURES

## DISCLOSURE CONTROLS AND PROCEDURES

Management conducted an evaluation, as of December 31, 2013, of the effectiveness of the design and operation of our disclosure controls and procedures, (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed or submitted under the Act.

## MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Gartner management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Gartner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment was reviewed with the Audit Committee of the Board of Directors.

Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2013, Gartner’s internal control over financial reporting was effective.

The effectiveness of management’s internal control over financial reporting as of December 31, 2013 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K in Part IV, Item 15.

## CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

## ITEM 9B. OTHER INFORMATION

Not applicable.



## PART III

## ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required to be furnished pursuant to this item will be set forth under the captions “Proposal One: Election of Directors,” “Executive Officers,” “Corporate Governance,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Miscellaneous — Available Information” in the Company’s Proxy Statement to be filed with the SEC no later than April 30, 2014. If the Proxy Statement is not filed with the SEC by April 30, 2014, such information will be included in an amendment to this Annual Report filed by April 30, 2014. See also Item 1. Business — Available Information.

## ITEM 11. EXECUTIVE COMPENSATION.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Executive Compensation” in the Company’s Proxy Statement to be filed with the SEC no later than April 30, 2014. If the Proxy Statement is not filed with the SEC by April 30, 2014, such information will be included in an amendment to this Annual Report filed by April 30, 2014.

## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required to be furnished pursuant to this item will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement to be filed with the SEC by April 30, 2014. If the Proxy Statement is not filed with the SEC by April 30, 2014, such information will be included in an amendment to this Annual Report filed by April 30, 2014.

## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

The information required to be furnished pursuant to this item will be set forth under the captions “Transactions With Related Persons” and “Corporate Governance — Director Independence” in the Company’s Proxy Statement to be filed with the SEC by April 30, 2014. If the Proxy Statement is not filed with the SEC by April 30, 2014, such information will be included in an amendment to this Annual Report filed by April 30, 2014.

## ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required to be furnished pursuant to this item will be set forth under the caption “Principal Accountant Fees and Services” in the Company’s Proxy Statement to be filed with the SEC no later than April 30, 2014. If the Proxy Statement is not filed with the SEC by April 30, 2014, such information will be included in an amendment to this Annual Report filed by April 30, 2014.



## PART IV

## ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) 1. and 2. Consolidated Financial Statements and Schedules

The reports of our independent registered public accounting firm and consolidated financial statements listed in the Index to Consolidated Financial Statements herein are filed as part of this report.

All financial statement schedules not listed in the Index have been omitted because the information required is not applicable or is shown in the consolidated financial statements or notes thereto.

## 3. Exhibits

<table><tr><td>EXHIBIT NUMBER</td><td>DESCRIPTION OF DOCUMENT</td></tr><tr><td>3.1(1)</td><td>Restated Certificate of Incorporation of the Company.</td></tr><tr><td>3.2(2)</td><td>Bylaws as amended through February 2, 2012.</td></tr><tr><td>4.1(1)</td><td>Form of Certificate for Common Stock as of June 2, 2005.</td></tr><tr><td>4.2(3)</td><td>Credit Agreement, dated as of December 22, 2010, among the Company, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A. as administrative agent.</td></tr><tr><td>10.1(4)</td><td>Lease dated April 16, 2010 between Soundview Farms and the Company for premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, Connecticut.</td></tr><tr><td>10.2(4)</td><td>First Amendment to Lease dated April 16, 2010 between Soundview Farms and the Company for premises at 56 Top Gallant Road, 70 Gatehouse Road, and 88 Gatehouse Road, Stamford, Connecticut.</td></tr><tr><td>10.4(5)+</td><td>2011 Employee Stock Purchase Plan.</td></tr><tr><td>10.6(6)+</td><td>2003 Long-Term Incentive Plan, as amended and restated on June 4, 2009.</td></tr><tr><td>10.7(7)+</td><td>Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of April 13, 2011.</td></tr><tr><td>10.8(8)+</td><td>Company Deferred Compensation Plan, effective January 1, 2009.</td></tr><tr><td>10.9(9)+</td><td>Form of Stock Appreciation Right Agreement for executive officers.</td></tr><tr><td>10.10(9)+</td><td>Form of Performance Stock Unit Agreement for executive officers.</td></tr><tr><td>21.1*</td><td>Subsidiaries of Registrant.</td></tr><tr><td>23.1*</td><td>Consent of Independent Registered Public Accounting Firm</td></tr><tr><td>24.1</td><td>Power of Attorney (see Signature Page).</td></tr><tr><td>31.1*</td><td>Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.</td></tr><tr><td>31.2*</td><td>Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.</td></tr><tr><td>32*</td><td>Certification under Section 906 of the Sarbanes-Oxley Act of 2002.</td></tr></table>



* Filed with this document.

+ Management compensation plan or arrangement.

(1) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 29, 2005 as filed on July 6, 2005.

(2) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 2, 2012 as filed on February 7, 2012.

(3) Incorporated by reference from the Company’s Annual Report on Form 10-K as filed on February 15, 2011.

(4) Incorporated by reference from the Company’s Quarterly Report on form 10-Q as filed on August 9, 2010.

(5) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) as filed on April 18, 2011.

(6) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) as filed on April 21, 2009.

(7) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q as filed on August 2, 2011.

(8) Incorporated by reference from the Company’s Annual Report on Form 10-K as filed on February 20, 2009.

(9) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 10, 2014 as filed on February 11, 2014.



## INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
GARTNER, INC.
CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm 37
Report of Independent Registered Public Accounting Firm 38
Consolidated Balance Sheets as of December 31, 2013 and 2012 39
Consolidated Statements of Operations for the Three Year Period Ended December 31, 2013 40
Consolidated Statements of Comprehensive Income for the Three Year Period Ended December 31, 2013 41
Consolidated Statements of Stockholders' Equity for the Three Year Period Ended December 31, 2013 42
Consolidated Statements of Cash Flows for the Three Year Period Ended December 31, 2013 43
Notes to Consolidated Financial Statements 44

All financial statement schedules have been omitted because the information required is not applicable or is shown in the consolidated financial statements or notes thereto.



## Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders

Gartner, Inc.:

We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gartner, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

(KPMG LLP LOGO)

/s/ KPMG LLP

New York, New York

February 26, 2014



## Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders

Gartner, Inc.:

We have audited Gartner, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Gartner, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 26, 2014 expressed an unqualified opinion on those consolidated financial statements.

(KPMG LLP LOGO)

/s/ KPMG LLP

New York, New York

February 26, 2014



<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>ASSETS</td><td></td><td></td></tr><tr><td>Current assets:</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 423,990</td><td>$ 299,852</td></tr><tr><td>Fees receivable, net of allowances of $7,000 and $6,400 respectively</td><td>490,923</td><td>463,968</td></tr><tr><td>Deferred commissions</td><td>106,287</td><td>87,933</td></tr><tr><td>Prepaid expenses and other current assets</td><td>63,682</td><td>75,713</td></tr><tr><td>Total current assets</td><td>1,084,882</td><td>927,466</td></tr><tr><td>Property, equipment and leasehold improvements, net</td><td>91,759</td><td>89,089</td></tr><tr><td>Goodwill</td><td>519,203</td><td>519,506</td></tr><tr><td>Intangible assets, net</td><td>6,107</td><td>11,821</td></tr><tr><td>Other assets</td><td>81,631</td><td>73,395</td></tr><tr><td>Total Assets</td><td>$ 1,783,582</td><td>$ 1,621,277</td></tr><tr><td>LIABILITIES AND STOCKHOLDERS&#x27; EQUITY</td><td></td><td></td></tr><tr><td>Current liabilities:</td><td></td><td></td></tr><tr><td>Accounts payable and accrued liabilities</td><td>$ 325,059</td><td>$ 287,763</td></tr><tr><td>Deferred revenues</td><td>766,114</td><td>692,237</td></tr><tr><td>Current portion of long-term debt</td><td>68,750</td><td>90,000</td></tr><tr><td>Total current liabilities</td><td>1,159,923</td><td>1,070,000</td></tr><tr><td>Long-term debt</td><td>136,250</td><td>115,000</td></tr><tr><td>Other liabilities</td><td>126,093</td><td>129,604</td></tr><tr><td>Total Liabilities</td><td>1,422,266</td><td>1,314,604</td></tr><tr><td>Stockholders&#x27; equity:</td><td></td><td></td></tr><tr><td>Preferred stock:</td><td></td><td></td></tr><tr><td>$.01 par value, authorized 5,000,000 shares; none issued or outstanding</td><td>—</td><td>—</td></tr><tr><td>Common stock:</td><td></td><td></td></tr><tr><td>$.0005 par value, authorized 250,000,000 shares for both periods; 156,234,415 shares issued for both periods</td><td>78</td><td>78</td></tr><tr><td>Additional paid-in capital</td><td>718,644</td><td>679,871</td></tr><tr><td>Accumulated other comprehensive income, net</td><td>8,345</td><td>5,968</td></tr><tr><td>Accumulated earnings</td><td>1,091,283</td><td>908,482</td></tr><tr><td>Treasury stock, at cost, 64,268,863 and 62,873,100 common shares, respectively</td><td>(1,457,034)</td><td>(1,287,726)</td></tr><tr><td>Total Stockholders&#x27; Equity</td><td>361,316</td><td>306,673</td></tr><tr><td>Total Liabilities and Stockholders&#x27; Equity</td><td>$ 1,783,582</td><td>$ 1,621,277</td></tr></table>

See Notes to Consolidated Financial Statements.



Year Ended December 31,

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Revenues:</td><td></td><td></td><td></td></tr><tr><td>Research</td><td>$ 1,271,011</td><td>$ 1,137,147</td><td>$ 1,012,062</td></tr><tr><td>Consulting</td><td>314,257</td><td>304,893</td><td>308,047</td></tr><tr><td>Events</td><td>198,945</td><td>173,768</td><td>148,479</td></tr><tr><td>Total revenues</td><td>1,784,213</td><td>1,615,808</td><td>1,468,588</td></tr><tr><td>Costs and expenses:</td><td></td><td></td><td></td></tr><tr><td>Cost of services and product development</td><td>713,484</td><td>659,067</td><td>608,755</td></tr><tr><td>Selling, general and administrative</td><td>760,458</td><td>678,843</td><td>613,707</td></tr><tr><td>Depreciation</td><td>28,996</td><td>25,369</td><td>25,539</td></tr><tr><td>Amortization of intangibles</td><td>5,446</td><td>4,402</td><td>6,525</td></tr><tr><td>Acquisition and integration charges</td><td>337</td><td>2,420</td><td>—</td></tr><tr><td>Total costs and expenses</td><td>1,508,721</td><td>1,370,101</td><td>1,254,526</td></tr><tr><td>Operating income</td><td>275,492</td><td>245,707</td><td>214,062</td></tr><tr><td>Interest income</td><td>1,551</td><td>1,046</td><td>1,249</td></tr><tr><td>Interest expense</td><td>(10,388)</td><td>(9,905)</td><td>(11,216)</td></tr><tr><td>Other expense, net</td><td>(216)</td><td>(1,252)</td><td>(1,911)</td></tr><tr><td>Income before income taxes</td><td>266,439</td><td>235,596</td><td>202,184</td></tr><tr><td>Provision for income taxes</td><td>83,638</td><td>69,693</td><td>65,282</td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td></tr></table>

<table><tr><td colspan="5">Net income per share:</td></tr><tr><td>Basic</td><td>$ 1.97</td><td>$ 1.78</td><td>$ 1.43</td><td></td></tr><tr><td>Diluted</td><td>$ 1.93</td><td>$ 1.73</td><td>$ 1.39</td><td></td></tr><tr><td colspan="5">Weighted average shares outstanding:</td></tr><tr><td>Basic</td><td>93,015</td><td>93,444</td><td>96,019</td><td></td></tr><tr><td>Diluted</td><td>94,830</td><td>95,842</td><td>98,846</td><td></td></tr></table>

See Notes to Consolidated Financial Statements.



## GARTNER, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2013</td><td>2012</td><td>2011</td><td></td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td><td></td></tr><tr><td>Other comprehensive income (loss), net of tax</td><td></td><td></td><td></td><td></td></tr><tr><td>Foreign currency translation adjustments</td><td>503</td><td>4,318</td><td>(4,454)</td><td></td></tr><tr><td>Interest rate hedge - deferred gain (loss)</td><td>2,107</td><td>(76)</td><td>(4,674)</td><td></td></tr><tr><td>Pension - deferred actuarial (loss) gain</td><td>(233)</td><td>(4,067)</td><td>283</td><td></td></tr><tr><td>Other comprehensive income (loss), net of tax</td><td>2,377</td><td>175</td><td>(8,845)</td><td></td></tr><tr><td>Comprehensive income</td><td>$ 185,178</td><td>$ 166,078</td><td>$ 128,057</td><td></td></tr></table>

See Notes to Consolidated Financial Statements.



## GARTNER, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (IN THOUSANDS)

<table><tr><td></td><td>Common Stock</td><td>Additional Paid-In Capital</td><td>Accumulated Other Comprehensive Income, Net</td><td>Accumulated Earnings</td><td>Treasury Stock</td><td>Total Stockholders&#x27; Equity</td></tr><tr><td>Balance at December 31, 2010</td><td>$ 78</td><td>$ 611,782</td><td>$ 14,638</td><td>$ 605,677</td><td>$ (1,045,119)</td><td>$ 187,056</td></tr><tr><td>Net income</td><td>—</td><td>—</td><td>—</td><td>136,902</td><td>—</td><td>136,902</td></tr><tr><td>Other comprehensive loss</td><td>—</td><td>—</td><td>(8,845)</td><td>—</td><td>—</td><td>(8,845)</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(23,579)</td><td>—</td><td>—</td><td>43,624</td><td>20,045</td></tr><tr><td>Stock compensation tax benefits</td><td>—</td><td>25,778</td><td>—</td><td>—</td><td>—</td><td>25,778</td></tr><tr><td>Common share repurchases</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(211,986)</td><td>(211,986)</td></tr><tr><td>Stock compensation expense</td><td>—</td><td>32,834</td><td>—</td><td>—</td><td>—</td><td>32,834</td></tr><tr><td>Balance at December 31, 2011</td><td>$ 78</td><td>$ 646,815</td><td>$ 5,793</td><td>$ 742,579</td><td>$ (1,213,481)</td><td>$ 181,784</td></tr><tr><td>Net income</td><td>—</td><td>—</td><td>—</td><td>165,903</td><td>—</td><td>165,903</td></tr><tr><td>Other comprehensive income</td><td>—</td><td>—</td><td>175</td><td>—</td><td>—</td><td>175</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(24,626)</td><td>—</td><td>—</td><td>37,059</td><td>12,433</td></tr><tr><td>Stock compensation tax benefits</td><td>—</td><td>21,304</td><td>—</td><td>—</td><td>—</td><td>21,304</td></tr><tr><td>Common share repurchases</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(111,304)</td><td>(111,304)</td></tr><tr><td>Stock compensation expense</td><td>—</td><td>36,378</td><td>—</td><td>—</td><td>—</td><td>36,378</td></tr><tr><td>Balance at December 31, 2012</td><td>$ 78</td><td>$ 679,871</td><td>$ 5,968</td><td>$ 908,482</td><td>$ (1,287,726)</td><td>$ 306,673</td></tr><tr><td>Net income</td><td>—</td><td>—</td><td>—</td><td>182,801</td><td>—</td><td>182,801</td></tr><tr><td>Other comprehensive income</td><td>—</td><td>—</td><td>2,377</td><td>—</td><td>—</td><td>2,377</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(21,354)</td><td>—</td><td>—</td><td>27,388</td><td>6,034</td></tr><tr><td>Stock compensation tax benefits</td><td>—</td><td>25,392</td><td>—</td><td>—</td><td>—</td><td>25,392</td></tr><tr><td>Common share repurchases</td><td>—</td><td>—</td><td>—</td><td>—</td><td>(196,696)</td><td>(196,696)</td></tr><tr><td>Stock compensation expense</td><td>—</td><td>34,735</td><td>—</td><td>—</td><td>—</td><td>34,735</td></tr><tr><td>Balance at December 31, 2013</td><td>$ 78</td><td>$ 718,644</td><td>$ 8,345</td><td>$ 1,091,283</td><td>$ (1,457,034)</td><td>$ 361,316</td></tr></table>

See Notes to Consolidated Financial Statements.



Year Ended December 31,

<table><tr><td rowspan="2"></td><td colspan="4">Year Ended December 31,</td></tr><tr><td>2013</td><td>2012</td><td>2011</td><td></td></tr><tr><td>Operating activities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td><td></td></tr><tr><td>Adjustments to reconcile net income to net cash provided by operating activities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization of intangibles</td><td>34,442</td><td>29,771</td><td>32,064</td><td></td></tr><tr><td>Stock-based compensation expense</td><td>34,735</td><td>36,378</td><td>32,865</td><td></td></tr><tr><td>Excess tax benefits from employee stock-based compensation exercises</td><td>(25,392)</td><td>(21,304)</td><td>(25,572)</td><td></td></tr><tr><td>Deferred taxes</td><td>16,663</td><td>973</td><td>(965)</td><td></td></tr><tr><td>Amortization and write-off of debt issue costs</td><td>2,710</td><td>2,008</td><td>2,288</td><td></td></tr><tr><td>Changes in assets and liabilities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Fees receivable, net</td><td>(28,097)</td><td>(38,617)</td><td>(58,887)</td><td></td></tr><tr><td>Deferred commissions</td><td>(18,608)</td><td>(8,871)</td><td>(6,928)</td><td></td></tr><tr><td>Prepaid expenses and other current assets</td><td>(1,187)</td><td>(10,604)</td><td>3,540</td><td></td></tr><tr><td>Other assets</td><td>(5,268)</td><td>15,113</td><td>4,397</td><td></td></tr><tr><td>Deferred revenues</td><td>80,938</td><td>71,645</td><td>91,765</td><td></td></tr><tr><td>Accounts payable, accrued, and other liabilities</td><td>41,917</td><td>37,418</td><td>44,097</td><td></td></tr><tr><td>Cash provided by operating activities</td><td>315,654</td><td>279,813</td><td>255,566</td><td></td></tr><tr><td>Investing activities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Additions to property, equipment and leasehold improvements</td><td>(36,498)</td><td>(44,337)</td><td>(41,954)</td><td></td></tr><tr><td>Acquisitions (net of cash received)</td><td>—</td><td>(10,336)</td><td>—</td><td></td></tr><tr><td>Cash used in investing activities</td><td>(36,498)</td><td>(54,673)</td><td>(41,954)</td><td></td></tr><tr><td>Financing activities:</td><td></td><td></td><td></td><td></td></tr><tr><td>Proceeds from employee stock-based compensation plans and ESP Plan</td><td>6,042</td><td>12,430</td><td>20,011</td><td></td></tr><tr><td>Proceeds from borrowings</td><td>205,625</td><td>35,000</td><td>—</td><td></td></tr><tr><td>Payments on debt</td><td>(205,625)</td><td>(30,000)</td><td>(20,156)</td><td></td></tr><tr><td>Purchases of treasury stock</td><td>(181,736)</td><td>(111,304)</td><td>(211,986)</td><td></td></tr><tr><td>Fees paid for debt refinancing</td><td>(3,553)</td><td>—</td><td>—</td><td></td></tr><tr><td>Excess tax benefits from employee stock-based compensation exercises</td><td>25,392</td><td>21,304</td><td>25,572</td><td></td></tr><tr><td>Cash used by financing activities</td><td>(153,855)</td><td>(72,570)</td><td>(186,559)</td><td></td></tr><tr><td>Net increase in cash and cash equivalents</td><td>125,301</td><td>152,570</td><td>27,053</td><td></td></tr><tr><td>Effects of exchange rates on cash and cash equivalents</td><td>(1,163)</td><td>4,543</td><td>(4,495)</td><td></td></tr><tr><td>Cash and cash equivalents, beginning of period</td><td>299,852</td><td>142,739</td><td>120,181</td><td></td></tr><tr><td>Cash and cash equivalents, end of period</td><td>$ 423,990</td><td>$ 299,852</td><td>$ 142,739</td><td></td></tr></table>

<table><tr><td colspan="5">Cash paid during the period for:</td></tr><tr><td>Interest</td><td>$     8,500</td><td>$     8,968</td><td>$     13,312</td><td></td></tr><tr><td>Income taxes, net of refunds received</td><td>$     50,767</td><td>$     46,907</td><td>$     24,126</td><td></td></tr></table>

See Notes to Consolidated Financial Statements.



## GARTNER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

## 1 — BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business. Gartner, Inc. is a global information technology research and advisory company founded in 1979 with its headquarters in Stamford, Connecticut. Gartner delivers its principal products and services 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 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 financial information and with the applicable instructions of U.S. Securities & Exchange Commission (“SEC”) Regulation S-X. The fiscal year of Gartner represents the twelve-month period from January 1 through December 31. All references to 2013, 2012, and 2011 herein refer to the fiscal year unless otherwise indicated.

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

Use of estimates. The preparation of the accompanying consolidated financial statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of 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 the accompanying consolidated financial statements to be 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.

Acquisitions. The Company accounts for acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the consideration paid to be allocated to the net assets and liabilities acquired based on their estimated fair values as of the acquisition date, and any excess of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, must be allocated to goodwill. Under the acquisition method, the operating results of acquired companies are included in the Company's consolidated financial statements beginning on the date of acquisition.

In 2012 the Company acquired 100% of the outstanding shares of Ideas International Limited (“Ideas International”), a publicly-owned Australian corporation for aggregate cash consideration of $18.8 million. The operating results of Ideas International were not material to the Company’s 2012 results. The Company recorded $7.5 million of goodwill and $8.5 million of amortizable intangible assets as a result of the acquisition. The Company also recorded $0.3 million and $2.4 million of pre-tax charges in 2013 and 2012, respectively, related to the acquisition, which are classified in Acquisition and integration charges in the Consolidated Statements of Operations.

## Revenues.

(“SAB 101”), and SEC Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”). Revenues are only recognized once all required criteria for recognition have been met. The accompanying Consolidated Statements of Operations presents revenues net of any sales or value-added taxes that we collect from customers and remit to government authorities.



The Company’s revenues by significant source are as follows:

## Research

Research revenues are derived from annual subscription contracts for research products. These revenues are deferred and recognized ratably over the applicable contract term. The Company typically enters into annually renewable subscription contracts for research products. Reprint fees are recognized when the reprint is shipped.

The majority of research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Research contracts are non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which historically have not produced material cancellations. It is our policy to record the 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.

## Consulting

Consulting revenues, primarily derived from consulting, measurement and strategic advisory services (paid one-day analyst engagements), are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee engagements are recognized on a proportional performance basis, while revenues from time and material engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment. Unbilled fees receivable associated with consulting engagements were $37.0 million at December 31, 2013 and $34.0 million at December 31, 2012.

## Events

Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition. In addition, the Company defers certain costs directly related to events and expenses these costs in the period during which the related symposium, conference or exhibition occurs. The Company policy is to defer only those costs, primarily prepaid site and production services costs, which are incremental and are directly attributable to a specific event. Other costs of organizing and producing our events, primarily Company personnel and non-event specific expenses, are expensed in the period incurred. At the end of each fiscal quarter, the Company assesses on an event-by-event basis whether expected direct costs of producing a scheduled event will exceed expected revenues. If such costs are expected to exceed revenues, the Company records the expected loss in the period determined.

Allowance for losses. The Company maintains 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 as an increase to expense. The amount of the allowance for losses is based on historical loss experience, aging of outstanding receivables, our assessment of current economic conditions and the financial health of specific clients.

Cost of services and product development (“COS”). COS expense includes the direct costs incurred in the creation and delivery of our products and services.

Selling, general and administrative (“SG&A”). SG&A expense includes direct and indirect selling costs, general and administrative costs, and charges against earnings related to uncollectible accounts.

Commission expense. The Company records commission obligations upon the signing of customer contracts and amortizes the deferred obligation as commission expense over the period in which the related revenues are earned. Commission expense is included in SG&A in the Consolidated Statements of Operations.

Stock-based compensation expense. 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"). Stock-based compensation cost is based on the fair value of the award on the date of grant, which is expensed over the related service period, net of estimated forfeitures. The service period is the period over which the employee performs the related services, which is normally the same as the vesting period. During 2013, 2012 and 2011, the Company recognized $34.7 million, $36.4 million, and $32.9 million, respectively, of stock-based compensation expense, a portion of which is recorded in both COS and SG&A in the Consolidated Statements of Operations (see Note 8 — Stock-Based Compensation for additional information).

Income tax expense. 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 the 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.

Cash and cash equivalents. Includes cash and all highly liquid investments with original maturities of three months or less, which are considered cash equivalents. The carrying value of cash equivalents approximates fair value due to their short-term maturity. Investments with maturities of more than three months are classified as marketable securities. Interest earned is classified in Interest income in the Consolidated Statements of Operations.

Property, equipment and leasehold improvements. The Company leases all of its facilities and certain equipment. These leases are all classified as operating leases in accordance with FASB ASC Topic 840. The cost of these operating leases, including any contractual rent increases, rent concessions, and landlord incentives, are recognized ratably over the life of the related lease agreement. Lease expense was $30.8 million, $30.3 million, and $26.2 million in 2013, 2012, and 2011, respectively.

Equipment, leasehold improvements, and other fixed assets owned by the Company are recorded at cost less accumulated depreciation. Except for leasehold improvements, these fixed assets are depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the improvement or the remaining term of the related lease. The Company had total depreciation expense of $29.0 million, $25.4 million, and $25.5 million in 2013, 2012, and 2011, respectively. The Company's total fixed assets, less accumulated depreciation and amortization, consisted of the following (in thousands):

<table><tr><td rowspan="2">Category</td><td rowspan="2">Useful Life (Years)</td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Computer equipment and software</td><td>2-7</td><td>$ 136,640</td><td>$ 135,167</td></tr><tr><td>Furniture and equipment</td><td>3-8</td><td>34,024</td><td>29,907</td></tr><tr><td>Leasehold improvements</td><td>2-15</td><td>70,261</td><td>64,346</td></tr><tr><td></td><td></td><td>$ 240,925</td><td>$ 229,420</td></tr><tr><td>Less — accumulated depreciation and amortization</td><td></td><td>(149,166)</td><td>(140,331)</td></tr><tr><td>Property, equipment, and leasehold improvements, net</td><td></td><td>$ 91,759</td><td>$ 89,089</td></tr></table>

The Company incurs costs to develop internal use software used in our operations, and certain of these costs meeting the criteria outlined in FASB ASC Topic 350 are capitalized and amortized over future periods. At December 31, 2013 and 2012, net capitalized development costs for internal use software were $14.1 million and $14.4 million, respectively, which is included in the Computer equipment and software category above. Amortization of capitalized internal software development costs, which is classified in Depreciation in the Consolidated Statements of Operations, totaled $8.2 million, $7.4 million, and $7.8 million during 2013, 2012, and 2011, respectively.

## Stamford headquarters lease

The Company’s corporate headquarters is located in 213,000 square feet of leased office space in three buildings in Stamford, Connecticut. In addition to the Company’s executive offices, the facility hosts a number of business and support functions. In 2010 the Company entered into a new lease agreement for this facility which was accounted for as an operating lease arrangement. The total minimum payments the Company is obligated to pay under this lease, including contractual escalation clauses and reduced rents during the renovation period (see below), are being expensed on a straight-line basis over the lease term.

Under this lease arrangement, the landlord provided a $25.0 million tenant improvement allowance which was used to renovate the three buildings. The renovation work began in 2011 and was completed in 2013. The Company paid $7.7 million, $17.0 million, and $9.5 million in renovation costs for this project in 2013, 2012, and 2011, respectively, which are recorded as leasehold improvement assets and are being amortized over their useful lives. The paid renovation costs were classified as cash outflows in the Investing activities section of the Company's Consolidated Statements of Cash Flows. The Company received landlord cash reimbursements for these expenditures of $3.0 million, $13.0 million, and $9.0 million in 2013, 2012, and 2011, respectively, which were recorded as deferred rent and are being amortized as a reduction to rent expense on a straight-line basis over the term.



of the lease. The landlord cash reimbursements were classified as cash inflows in the Operating activities section of the Company’s Consolidated Statements of Cash Flows.

Intangible assets. The Company has amortizable intangible assets which are amortized against earnings using the straight-line method over their expected useful lives. Changes in intangible assets subject to amortization during the two year period ended December 31, 2013 are as follows (in thousands):

<table><tr><td>December 31, 2013</td><td>Trade Name</td><td>Customer Relationships</td><td>Content</td><td>Software</td><td>Total</td></tr><tr><td>Gross cost, December 31, 2012</td><td>$ 6,019</td><td>$ 10,562</td><td>$ 3,447</td><td>$ 2,124</td><td>$ 22,152</td></tr><tr><td>Foreign currency translation impact</td><td>4</td><td>(416)</td><td>49</td><td>19</td><td>(344)</td></tr><tr><td>Gross cost</td><td>6,023</td><td>10,146</td><td>3,496</td><td>2,143</td><td>21,808</td></tr><tr><td>Accumulated amortization (1), (2)</td><td>(4,817)</td><td>(8,372)</td><td>(1,388)</td><td>(1,124)</td><td>(15,701)</td></tr><tr><td>Balance, December 31, 2013</td><td>$ 1,206</td><td>$ 1,774</td><td>$ 2,108</td><td>$ 1,019</td><td>$ 6,107</td></tr></table>

<table><tr><td>December 31, 2012</td><td>Trade Name</td><td>Customer Relationships</td><td>Content</td><td>Software</td><td>Total</td></tr><tr><td>Gross cost, December 31, 2011</td><td>$ 5,758</td><td>$ 7,210</td><td>$ —</td><td>$ —</td><td>$ 12,968</td></tr><tr><td>Additions due to acquisition (3)</td><td>240</td><td>3,170</td><td>3,170</td><td>1,955</td><td>8,535</td></tr><tr><td>Foreign currency translation impact</td><td>21</td><td>182</td><td>277</td><td>169</td><td>649</td></tr><tr><td>Gross cost</td><td>6,019</td><td>10,562</td><td>3,447</td><td>2,124</td><td>22,152</td></tr><tr><td>Accumulated amortization (1), (2)</td><td>(3,531)</td><td>(5,896)</td><td>(497)</td><td>(407)</td><td>(10,331)</td></tr><tr><td>Balance, December 31, 2012</td><td>$ 2,488</td><td>$ 4,666</td><td>$ 2,950</td><td>$ 1,717</td><td>$ 11,821</td></tr></table>

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

(2) Aggregate amortization expense related to intangible assets was $5.4 million, $4.4 million, and $6.5 million in 2013, 2012, and 2011, respectively.

(3) The additions are from the Company's acquisition of Ideas International. See Acquisitions above for additional information.

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

<table><tr><td>2014</td><td>$ 3,530</td></tr><tr><td>2015</td><td>1,915</td></tr><tr><td>2016</td><td>662</td></tr><tr><td></td><td>$ 6,107</td></tr></table>

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 the recoverability 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 and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The annual assessment of the recoverability of recorded goodwill can be based on either a qualitative or qualitative assessment or a combination of the two. Both methods utilize estimates which in turn require judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the resulting estimates are subject to uncertainty.

The Company conducted a qualitative assessment of the fair value of its three reporting units as of September 30, 2013 based in part on the demonstrated historical trend of the fair values of the Company’s reporting units substantially exceeding their carrying values and the Company’s recent financial performance. Among the factors included in the Company’s qualitative assessment were general economic conditions and the competitive environment; actual and projected reporting unit financial performance;



forward-looking business measurements; and external market assessments. Based on the results of the qualitative assessment, the Company believes the fair values of its reporting units continue to substantially exceed their respective carrying values.

The following table presents changes to the carrying amount of goodwill by reporting unit during the two year period ended December 31, 2013 (in thousands):

<table><tr><td></td><td>Research</td><td>Consulting</td><td>Events</td><td>Total</td></tr><tr><td>Balance, December 31, 2011 (1)</td><td>$ 366,980</td><td>$ 99,677</td><td>$ 41,893</td><td>$ 508,550</td></tr><tr><td>Addition due to acquisition (2)</td><td>7,455</td><td>—</td><td>—</td><td>7,455</td></tr><tr><td>Foreign currency translation adjustments</td><td>2,790</td><td>672</td><td>39</td><td>3,501</td></tr><tr><td>Balance, December 31, 2012</td><td>$ 377,225</td><td>$ 100,349</td><td>$ 41,932</td><td>$ 519,506</td></tr><tr><td>Foreign currency translation adjustments</td><td>(657)</td><td>328</td><td>26</td><td>(303)</td></tr><tr><td>Balance, December 31, 2013</td><td>$ 376,568</td><td>$ 100,677</td><td>$ 41,958</td><td>$ 519,203</td></tr></table>

(1) The Company does not have an accumulated goodwill impairment loss.

(2) The additions are from the Company's acquisition of Ideas International. See Acquisitions above for additional information.

Impairment of long-lived and intangible assets. The Company reviews its long-lived and intangible assets other than goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of the respective asset may not be recoverable. Such evaluation may be based on a number of factors including current and projected operating results and cash flows, changes in management's strategic direction as well as external economic and market factors. The Company's policy regarding long-lived assets and intangible assets other than goodwill is to evaluate the recoverability of these assets by determining whether the balance can be recovered through undiscounted future operating cash flows. Should events or circumstances indicate that the carrying value might not be recoverable based on undiscounted future operating cash flows, an impairment loss would be recognized. The amount of impairment, if any, is measured based on the difference between projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds and the carrying value of the asset. The Company did not record any material impairment charges for long-lived and intangible assets during the three year period ended December 31, 2013.

Pension obligations. The Company has defined-benefit pension plans in several of its international locations (see Note 13 — Employee Benefits). Benefits earned under these plans are generally based on years of service and level of employee compensation. The Company accounts for defined benefit plans in accordance with the requirements of FASB ASC Topic 715. The Company determines the periodic pension expense and related liabilities for these plans through actuarial assumptions and valuations. The Company recognized $3.8 million, $2.6 million, and $2.7 million of expense for these plans in 2013, 2012, and 2011, respectively. The Company classifies pension expense in SG&A in the Consolidated Statements of Operations.

Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets at amortized cost. Accrued interest on amounts borrowed is classified in Interest expense in the Consolidated Statements of Operations. The Company had $205.0 million of debt outstanding at both December 31, 2013 and 2012 (see Note 5—Debt for additional information).

Foreign currency exposure. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates for the year. The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive income, net within the Stockholders' equity section of the Consolidated Balance Sheets.

Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations in Other expense, net within the Consolidated Statements of Operations. Net currency transaction losses were $0.9 million, $2.3 million, and $1.3 million in 2013, 2012, and 2011, respectively. The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on these transactions. These contracts generally have a short duration and are recorded at fair value with both realized and unrealized gains and losses recorded in Other expense, net. The net (loss) gain from these contracts was $0.1 million, $0.6 million, and $1.2 million in 2013, 2012, and 2011, respectively.



Comprehensive income. The Company reports comprehensive income in a separate statement termed the Consolidated Statements of Comprehensive Income, which is included herein. The additional required comprehensive income disclosures are included in Note 2 — Comprehensive Income.

Fair value disclosures. The Company has a limited number of assets and liabilities that are adjusted to fair value at each balance sheet date. The Company’s fair value disclosures are included in Note 12 — Fair Value Disclosures.

Concentrations of credit risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, accounts receivable, interest rate swaps, and a pension reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contract are with investment grade commercial banks that are participants in the Company’s credit facility. Accounts receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion. The Company’s pension reinsurance asset (see Note 13 — Employee Benefits) is maintained with a large international insurance company that was rated investment grade as of December 31, 2013.

Stock repurchase programs. The Company records the cost to repurchase its own common shares to treasury stock. During 2013, 2012 and 2011, the Company recorded $196.7 million, $111.3 million, and $212.0 million, respectively, of stock repurchases (see Note 7 — Stockholders' Equity). Shares repurchased by the Company are added to treasury shares and are not retired.

Adoption of new accounting rules. The Company adopted new accounting rules in the year ended December 31, 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 11 - Derivatives and Hedging). The adoption of these new rules resulted in additional disclosure only.

Recent accounting developments. Accounting rules that have been issued by the FASB that have not yet become effective and that may impact the Company’s consolidated financial statements or related disclosures in future periods are described below:

In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 addresses the balance sheet presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. ASU No. 2013-11 is effective for the Company's fiscal quarter ending March 31, 2014 and impacts balance sheet presentation only. The Company believes the balance sheet impact will not be material.

In March 2013, the FASB issued ASU No. 2013-05, Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. ASU No. 2013-05 provides updated guidance to resolve diversity in practice concerning the release of the cumulative foreign currency translation adjustment into net income when a parent sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within a foreign entity. When a company ceases to have a controlling financial interest, the company should recognize any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary had resided. Upon a partial sale, the company should release into earnings a pro rata portion of the cumulative translation adjustment. ASU No. 2013-05 is effective for the Company’s fiscal quarter ending March 31, 2014. The guidance in ASU 2013-05 will only impact the Company’s financial statements upon the occurrence of a transaction within its scope.

## 2 — COMPREHENSIVE INCOME

On January 1, 2013, the Company adopted FASB Accounting Standards Update 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, an amendment to FASB ASC Topic 220, Comprehensive Income ("ASU 2013-2"). ASU 2013-2 requires entities to prospectively disclose the changes in accumulated other comprehensive income ("AOCI") by component as well as amounts reclassified out of AOCI to income during the period.



The information required by ASU 2013-2 for the year ended December 31, 2013 is presented in the following table, net of tax (in thousands) (1):

<table><tr><td></td><td>Interest Rate Swap</td><td>Defined Benefit Pension Plans</td><td>Foreign Currency Translation Adjustments</td><td>Total</td></tr><tr><td>Balance - December 31, 2012</td><td>$ (6,010)</td><td>$ (1,578)</td><td>$ 13,556</td><td>$ 5,968</td></tr><tr><td>Changes during the period:</td><td></td><td></td><td></td><td></td></tr><tr><td>Change in AOCI before reclassifications to income</td><td>(297)</td><td>(257)</td><td>503</td><td>(51)</td></tr><tr><td>Reclassifications from AOCI to income during the period (2), (3)</td><td>2,404</td><td>24</td><td>—</td><td>2,428</td></tr><tr><td>Other comprehensive income (loss) for the period</td><td>2,107</td><td>(233)</td><td>503</td><td>2,377</td></tr><tr><td>Balance - December 31, 2013</td><td>$ (3,903)</td><td>$ (1,811)</td><td>$ 14,059</td><td>$ 8,345</td></tr></table>

(1) Amounts in parentheses represent deferred losses.

(2) The interest rate swap is accounted for as a cash flow hedge. The reclassified amount resulted in additional expense for the period which was recorded in Interest expense in the Consolidated Statements of Operations and is net of $1.6 million of related tax benefit reflected in the Provision for income taxes. See Note 11 - Derivatives and Hedging for additional information regarding the swap and the Company's hedging activities.

(3) The pension reclassification amount was recorded in SGA expense in the Consolidated Statements of Operations and had an immaterial tax effect. See Note 13 - Employee Benefits for additional information regarding the Company's defined benefit pension plans.

## 3 — OTHER ASSETS

Other assets consist of the following (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Security deposits</td><td>$ 5,505</td><td>$ 7,740</td></tr><tr><td>Debt issuance costs</td><td>4,878</td><td>2,768</td></tr><tr><td>Benefit plan-related assets</td><td>42,367</td><td>37,016</td></tr><tr><td>Non-current deferred tax assets</td><td>24,371</td><td>22,527</td></tr><tr><td>Other</td><td>4,510</td><td>3,344</td></tr><tr><td>Total other assets</td><td>$ 81,631</td><td>$ 73,395</td></tr></table>



## 4 — ACCOUNTS PAYABLE, ACCRUED, AND OTHER LIABILITIES

Accounts payable and accrued liabilities consist of the following (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Accounts payable</td><td>$ 17,671</td><td>$ 27,344</td></tr><tr><td>Payroll, employee benefits, severance</td><td>83,224</td><td>71,892</td></tr><tr><td>Bonus payable</td><td>75,758</td><td>68,776</td></tr><tr><td>Commissions payable</td><td>57,078</td><td>49,128</td></tr><tr><td>Taxes payable</td><td>14,392</td><td>18,897</td></tr><tr><td>Rent and other facilities costs</td><td>3,903</td><td>4,310</td></tr><tr><td>Professional, consulting, audit fees</td><td>9,159</td><td>8,355</td></tr><tr><td>Events fulfillment liabilities</td><td>6,600</td><td>4,209</td></tr><tr><td>Other accrued liabilities</td><td>57,274</td><td>34,852</td></tr><tr><td>Total accounts payable and accrued liabilities</td><td>$ 325,059</td><td>$ 287,763</td></tr></table>

Other liabilities consist of the following (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Non-current deferred revenue</td><td>$ 8,959</td><td>$ 5,508</td></tr><tr><td>Interest rate swap liability</td><td>6,505</td><td>10,017</td></tr><tr><td>Long-term taxes payable</td><td>9,590</td><td>16,760</td></tr><tr><td>Deferred rent (1)</td><td>18,127</td><td>19,586</td></tr><tr><td>Benefit plan-related liabilities</td><td>58,000</td><td>54,779</td></tr><tr><td>Other</td><td>24,912</td><td>22,954</td></tr><tr><td>Total other liabilities</td><td>$ 126,093</td><td>$ 129,604</td></tr></table>

(1) Represents the remaining unamortized long-term deferred rent on the $25.0 million tenant improvement allowance on the Company’s Stamford headquarters facility. See Note 1 — Business and Significant Accounting Policies above for additional information.

## 5 — DEBT

## 2013 Credit Agreement

The Company entered into a new credit arrangement in early 2013 (the "2013 Credit Agreement") to take advantage of favorable credit conditions. 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 which commenced on June 30, 2013, plus a final payment due in March 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 2018, at which time all amounts borrowed must be repaid. The Company recorded a charge of $0.3 million for capitalized debt issuance costs related to the termination of the 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 (1) 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 (2) 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 Company was in full compliance with the loan covenants as of December 31, 2013.

The following table summarizes the Company’s total outstanding borrowings (in thousands):

<table><tr><td></td><td>Amount Outstanding December 31, 2013</td><td>Amount Outstanding December 31, 2012</td></tr><tr><td>Description:</td><td></td><td></td></tr><tr><td>Term loan (1)</td><td>$     144,375</td><td>$     150,000</td></tr><tr><td>Revolver (1), (2)</td><td>55,625</td><td>50,000</td></tr><tr><td>Other (3)</td><td>5,000</td><td>5,000</td></tr><tr><td>Total (4)</td><td>$     205,000</td><td>$     205,000</td></tr></table>

(1) The contractual annual interest rate as of December 31, 2013 on both the term loan and the revolver was 1.62%, which 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 debt under the 2013 Credit Facility as of December 31, 2013, including the margin, was 3.64%.

(2) The Company had $541.1 million of available borrowing capacity on the revolver (not including the expansion feature) as of December 31, 2013.

(3) Consists of a $5.0 million State of Connecticut economic development loan with a 3.0% fixed rate of interest. The loan was originated in 2012 and has a 10 year maturity. 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 during the first five years of the loan.

(4) As of December 31, 2013, $68.7 million of debt was classified as short term and $136.3 million was classified as long term on the Consolidated Balance Sheets.

## Interest Rate Hedge

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 rate.

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. At December 31, 2013, there was no ineffective portion of the hedge. The interest rate swap had a negative fair value to the Company of $6.5 million which is recorded in Other liabilities in the Consolidated Balance Sheets.

## Letters of Credit

The Company had $9.8 million of letters of credit and related guarantees outstanding at year-end 2013. The Company issues these instruments in the ordinary course of business to facilitate transactions with customers and others.



## 6 — COMMITMENTS AND CONTINGENCIES

Contractual Lease Commitments. The Company leases various facilities, computer and office equipment, furniture, and other assets under non-cancelable operating lease agreements expiring between 2014 and 2027. The future minimum annual cash payments under these operating lease agreements as of December 31, 2013 were as follows (in thousands):

<table><tr><td colspan="3">Year ended December 31,</td></tr><tr><td>2014</td><td>$     34,525</td><td></td></tr><tr><td>2015</td><td>27,720</td><td></td></tr><tr><td>2016</td><td>20,415</td><td></td></tr><tr><td>2017</td><td>14,840</td><td></td></tr><tr><td>2018</td><td>11,145</td><td></td></tr><tr><td>Thereafter</td><td>82,485</td><td></td></tr><tr><td>Total minimum lease payments (1)</td><td>$     191,130</td><td></td></tr></table>

(1) Excludes $1.2 million of future contractual sublease rental income.

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

Indemnifications. 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 December 31, 2013, we did not have any indemnification agreements that could require material payments.

## 7 — STOCKHOLDERS' EQUITY

Common stock. Holders of Gartner’s Common Stock, par value $.0005 per share (“Common Stock”) are entitled to one vote per share on all matters to be voted by stockholders. The Company does not currently pay cash dividends on its Common Stock. Also, our credit arrangement contains a negative covenant which may limit our ability to pay dividends. The following table summarizes transactions relating to Common Stock for the three years’ ending December 31, 2013:

<table><tr><td></td><td>Issued Shares</td><td>Treasury Stock Shares</td></tr><tr><td>Balance at December 31, 2010</td><td>156,234,415</td><td>60,245,718</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(3,244,705)</td></tr><tr><td>Purchases for treasury (1)</td><td>—</td><td>5,890,238</td></tr><tr><td>Balance at December 31, 2011</td><td>156,234,415</td><td>62,891,251</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(2,756,389)</td></tr><tr><td>Purchases for treasury (1)</td><td>—</td><td>2,738,238</td></tr><tr><td>Balance at December 31, 2012</td><td>156,234,415</td><td>62,873,100</td></tr><tr><td>Issuances under stock plans</td><td>—</td><td>(2,037,091)</td></tr><tr><td>Purchases for treasury (1)</td><td>—</td><td>3,432,854</td></tr><tr><td>Balance at December 31, 2013</td><td>156,234,415</td><td>64,268,863</td></tr></table>



(1) The total cost of repurchased shares in 2013 was $196.7 million, of which $181.7 million was paid in 2013 and $15.0 million was paid in early 2014. The total cost of repurchased shares in 2012 and 2011 was $111.3 million and $212.0 million respectively.

Share repurchase authorization. On February 4, 2014, the Company’s Board of Directors authorized $800.0 million to repurchase the Company's common stock. This authorization succeeds the Company’s prior $500.0 million share repurchase authorization, which was substantially utilized. The Company may repurchase its common stock from time to time in amounts and at prices 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, private transactions or other transactions and will be funded from cash on hand and borrowings under the Company’s credit agreement.

## 8 — 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 December 31, 2013, the Company had 6.4 million shares of Common Stock available for awards of stock-based compensation under its 2003 Long-Term Incentive Plan.

On February 4, 2014, the Board of Directors approved a new 2014 Long-Term Incentive Plan, the adoption of which is subject to approval at the 2014 Annual Meeting of Stockholders. The 2014 plan is substantially similar to the 2003 plan. Shares remaining under the 2003 plan will be carried forward to the 2014 plan, and, in addition, the Company will seek approval for additional shares (to be determined) such that the total available shares under the 2014 plan will be within the acceptable parameters set by Institutional Shareholder Services for equity plans. The awards discussed below are available for grant under both the 2003 plan and the 2014 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-based 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, which 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.

The Company recognized the following amounts of stock-based compensation expense by award type for the years ended December 31 (in millions):

<table><tr><td>Award type:</td><td colspan="2">2013</td><td colspan="2">2012</td><td colspan="2">2011</td></tr><tr><td>Stock appreciation rights</td><td>$     5.2</td><td>$     6.4</td><td>$     4.4</td><td>$     4.4</td><td>$     4.4</td><td>$     4.4</td></tr><tr><td>Common stock equivalents</td><td>0.6</td><td>0.5</td><td>0.5</td><td>0.5</td><td>0.5</td><td>0.</td></tr><tr><td>Restricted stock units</td><td>28.9</td><td>29.5</td><td>28.0</td><td>28.0</td><td>28.0</td><td>28.0</td></tr><tr><td>Total (1)</td><td>$     34.7</td><td>$     36.4</td><td>$     32.9</td><td>$     32.9</td><td>$     32.9</td><td>$     32.9</td></tr></table>

(1) Includes charges of $12.5 million, $5.1 million, and $3.1 million in 2013, 2012 and 2011, respectively, for awards to retirement-eligible employees since these awards vest on an accelerated basis



Stock-based compensation expense was recognized by line item in the Consolidated Statements of Operations for the years ended December 31 (in millions):

<table><tr><td>Amount recorded in:</td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Costs of services and product development</td><td>$     15.3</td><td>$     15.3</td><td>$     14.8</td></tr><tr><td>Selling, general, and administrative</td><td>19.4</td><td>21.1</td><td>18.1</td></tr><tr><td>Total</td><td>$     34.7</td><td>$     36.4</td><td>$     32.9</td></tr></table>

As of December 31, 2013, the Company had $41.0 million of total unrecognized stock-based compensation cost, which is expected to be recognized as stock-based compensation expense over the remaining weighted-average service period of approximately 2.2 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.

The following table summarizes changes in SARs outstanding for the year ended December 31, 2013:

<table><tr><td></td><td>SARs in millions</td><td>Per Share Weighted-Average Exercise Price</td><td>Per Share Weighted-Average Grant Date Fair Value</td><td>Weighted-Average Remaining Contractual Term</td></tr><tr><td>Outstanding at December 31, 2012</td><td>2.0</td><td>$     24.59</td><td>$     9.04</td><td>4.10 years</td></tr><tr><td>Granted</td><td>0.4</td><td>49.37</td><td>14.88</td><td>6.12 years</td></tr><tr><td>Forfeited</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Exercised</td><td>(0.8)</td><td>15.99</td><td>6.30</td><td>na</td></tr><tr><td>Outstanding at December 31, 2013 (1), (2)</td><td>1.6</td><td>$     34.14</td><td>$     11.63</td><td>4.34 years</td></tr><tr><td>Vested and exercisable at December 31, 2013 (1)</td><td>0.6</td><td>$     25.63</td><td>$     9.41</td><td>3.33 years</td></tr></table>

na = not applicable

(1) At December 31, 2013, 1.0 million of these SARs were unvested. The Company expects that substantially all of these unvested awards will vest in future periods.

(2) At December 31, 2013, SARs outstanding had an intrinsic value of $59.1 million. SARs vested and exercisable had an intrinsic value of $29.0 million.



The fair value of the SARs granted was estimated on the date of grant using the Black-Scholes-Merton valuation model with the following weighted-average assumptions for the years ended December 31:

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Expected dividend yield (1)</td><td>—%</td><td>—%</td><td>—%</td></tr><tr><td>Expected stock price volatility (2)</td><td>35%</td><td>40%</td><td>38%</td></tr><tr><td>Risk-free interest rate (3)</td><td>0.8%</td><td>0.8%</td><td>2.2%</td></tr><tr><td>Expected life in years (4)</td><td>4.49</td><td>4.61</td><td>4.75</td></tr></table>

(1) The dividend yield assumption is based on both the history and expectation of the Company’s dividend payouts. Historically the Company has not paid cash dividends on its Common Stock.

(2) The determination of expected stock price volatility was based on both historical Common Stock prices and the implied volatility from publicly traded options in 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 (that is, the period between the service inception date and the expected exercise date).

## Restricted Stock Units

Restricted stock units (RSUs) give the awardee the right to receive shares of Common Stock when the vesting conditions are met and the restrictions lapse, and each RSU that vests entitles the awardee to one common share. RSU awardees do not have any of the right 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-line basis over four years. Performance-based RSUs are subject to 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 year ended December 31, 2013:

<table><tr><td></td><td>Restricted Stock Units (RSUs) (in millions)</td><td>Per Share Weighted Average Grant Date Fair Value</td></tr><tr><td>Outstanding at December 31, 2012</td><td>2.5</td><td>27.95</td></tr><tr><td>Granted (1)</td><td>0.7</td><td>49.86</td></tr><tr><td>Vested and released</td><td>(1.4)</td><td>22.47</td></tr><tr><td>Forfeited</td><td>—</td><td>—</td></tr><tr><td>Outstanding at December 31, 2013 (2), (3)</td><td>1.8</td><td>38.83</td></tr></table>

(1) The 0.7 million RSUs granted in 2013 consisted of 0.3 million performance-based RSUs awarded to executives and 0.4 million service-based RSUs awarded to non-executive employees and certain board members. The target number of performance-based RSUs awarded to executives in 2013 was 0.2 million, while the final amount could range from 0% to 200% of the target amount. The final amount was dependent on the increase in the Company's subscription-based contract value ("CV") for the year as measured on December 31, 2013. The actual CV increase achieved for 2013 was 117.1%, which resulted in the grant of 0.3 million performance-based RSUs.



(2) The Company expects that substantially all of the outstanding awards at December 31, 2013 will vest in future periods.

(3) The weighted-average remaining contractual term of the outstanding RSUs is approximately 1 year.

## 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 the 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 for the year ended December 31, 2013:

<table><tr><td></td><td>Common Stock Equivalents (CSEs)</td><td>Per Share Weighted Average Grant Date Fair Value</td></tr><tr><td>Outstanding at December 31, 2012</td><td>100,545</td><td>$ 16.89</td></tr><tr><td>Granted</td><td>9,718</td><td>60.34</td></tr><tr><td>Converted to common shares</td><td>(7,784)</td><td>60.31</td></tr><tr><td>Outstanding at December 31, 2013</td><td>102,479</td><td>$ 17.71</td></tr></table>

## Stock Options

The Company made stock option grants until 2006. As of December 31, 2013, there were less than 0.2 million remaining outstanding unexercised options, which are fully vested and expire in 2015. The Company received cash from options exercises in the amount of $1.7 million, $8.6 million, and $16.6 million in 2013, 2012, and 2011, respectively.

## 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 $23,750 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 December 31, 2013, the Company had approximately 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 $4.4 million, $3.8 million, and $3.4 million in cash from share purchases under the ESP Plan during 2013, 2012, and 2011, respectively.



## 9 — 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 for the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. When the impact of common share equivalents is antidilutive, they are excluded from the calculation.

The following table sets forth the reconciliation of the basic and diluted earnings per share computations for the years ended December 31 (in thousands, except per share amounts):

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Numerator:</td><td></td><td></td><td></td></tr><tr><td>Net income used for calculating basic and diluted earnings per common share</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td></tr><tr><td>Denominator: (1)</td><td></td><td></td><td></td></tr><tr><td>Weighted average number of common shares used in the calculation of basic earnings per share</td><td>93,015</td><td>93,444</td><td>96,019</td></tr><tr><td>Common share equivalents associated with stock-based compensation plans</td><td>1,815</td><td>2,398</td><td>2,827</td></tr><tr><td>Shares used in the calculation of diluted earnings per share</td><td>94,830</td><td>95,842</td><td>98,846</td></tr><tr><td>Earnings per share:</td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 1.97</td><td>$ 1.78</td><td>$ 1.43</td></tr><tr><td>Diluted</td><td>$ 1.93</td><td>$ 1.73</td><td>$ 1.39</td></tr></table>

(1) The Company repurchased 3.4 million, 2.7 million, and 5.9 million shares of its Common Stock in 2013, 2012, and 2011, respectively.

The following table presents the number of common share equivalents that were not included in the computation of diluted EPS in the table above because the effect would have been antidilutive. During periods with net income, these common share equivalents were antidilutive because their exercise price was greater than the average market value of a share of Common Stock during the period.

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Antidilutive common share equivalents as of December 31 (in millions):</td><td>0.3</td><td>0.7</td><td>0.5</td></tr><tr><td>Average market price per share of Common Stock during the year</td><td>$ 57.50</td><td>$ 43.80</td><td>$ 37.53</td></tr></table>

## 10 — INCOME TAXES

Following is a summary of the components of income before income taxes for the years ended December 31 (in thousands):

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>U.S.</td><td>$ 186,330</td><td>$ 150,023</td><td>$ 124,915</td></tr><tr><td>Non-U.S.</td><td>80,109</td><td>85,573</td><td>77,269</td></tr><tr><td>Income before income taxes</td><td>$ 266,439</td><td>$ 235,596</td><td>$ 202,184</td></tr></table>



The expense for income taxes on the above income consists of the following components (in thousands):

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Current tax expense:</td><td></td><td></td><td></td></tr><tr><td>U.S. federal</td><td>$ 20,111</td><td>$ 25,290</td><td>$ 23,327</td></tr><tr><td>State and local</td><td>4,943</td><td>2,508</td><td>4,236</td></tr><tr><td>Foreign</td><td>17,460</td><td>18,889</td><td>13,845</td></tr><tr><td>Total current</td><td>42,514</td><td>46,687</td><td>41,408</td></tr><tr><td>Deferred tax (benefit) expense:</td><td></td><td></td><td></td></tr><tr><td>U.S. federal</td><td>18,806</td><td>8,494</td><td>(5,192)</td></tr><tr><td>State and local</td><td>2,742</td><td>(753)</td><td>1,269</td></tr><tr><td>Foreign</td><td>(4,688)</td><td>(8,080)</td><td>(1,434)</td></tr><tr><td>Total deferred</td><td>16,860</td><td>(339)</td><td>(5,357)</td></tr><tr><td>Total current and deferred</td><td>59,374</td><td>46,348</td><td>36,051</td></tr><tr><td>Benefit (expense) relating to interest rate swap used to increase (decrease) equity</td><td>(1,405)</td><td>51</td><td>3,134</td></tr><tr><td>Benefit from stock transactions with employees used to increase equity</td><td>25,373</td><td>21,304</td><td>25,812</td></tr><tr><td>Benefit (expense) relating to defined-benefit pension adjustments used to increase (decrease) equity</td><td>482</td><td>1,926</td><td>285</td></tr><tr><td>Benefit (expense) of acquired tax assets (liabilities) used to decrease (increase) goodwill</td><td>(186)</td><td>64</td><td>—</td></tr><tr><td>Total tax expense</td><td>$ 83,638</td><td>$ 69,693</td><td>$ 65,282</td></tr></table>

Current and long-term deferred tax assets and liabilities are comprised of the following (in thousands):

<table><tr><td rowspan="2"></td><td colspan="2">December 31,</td></tr><tr><td>2013</td><td>2012</td></tr><tr><td>Expense accruals</td><td>$ 56,787</td><td>$ 49,404</td></tr><tr><td>Loss and credit carryforwards</td><td>17,648</td><td>22,433</td></tr><tr><td>Assets relating to equity compensation</td><td>19,773</td><td>18,878</td></tr><tr><td>Other assets</td><td>1,306</td><td>7,613</td></tr><tr><td>Gross deferred tax asset</td><td>95,514</td><td>98,328</td></tr><tr><td>Depreciation</td><td>(12,067)</td><td>(8,995)</td></tr><tr><td>Intangible assets</td><td>(25,338)</td><td>(23,129)</td></tr><tr><td>Prepaid expenses</td><td>(22,517)</td><td>(10,500)</td></tr><tr><td>Gross deferred tax liability</td><td>(59,922)</td><td>(42,624)</td></tr><tr><td>Valuation allowance</td><td>(617)</td><td>(1,943)</td></tr><tr><td>Net deferred tax asset</td><td>$ 34,975</td><td>$ 53,761</td></tr></table>

Current net deferred tax assets and current net deferred tax liabilities were $19.5 million and $8.7 million as of December 31, 2013 and $32.6 million and $1.3 million as of December 31, 2012, respectively, and are included in Prepaid expenses and other current assets and Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Long-term net deferred tax assets and long-term net deferred tax liabilities were $24.4 million and $0.2 million as of December 31, 2013 and $22.5 million and $0.1 million as of December 31, 2012, respectively, and are included in Other assets and Other liabilities in the Consolidated Balance Sheets. It is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

The valuation allowances of $0.6 million as of December 31, 2013 and $1.9 million as of December 31, 2012 largely relate to net operating losses.



As of December 31, 2013, the Company had state and local tax net operating loss carryforwards of $91.3 million, of which $2.9 million expire within one to five years, $87.3 million expire within six to fifteen years, and $1.1 million expire within sixteen to twenty years. The Company also had state tax credits of $2.9 million which will expire within two to five years.

As of December 31, 2013, the Company had non-U.S. net operating loss carryforwards of $30.3 million, of which $1.0 million expire over the next 20 years and $29.3 million can be carried forward indefinitely. In addition, the Company also had foreign tax credit carryforwards of $1.3 million, the majority of which expire in 2017.

The differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate on income before income taxes for the years ended December 31 follow:

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Statutory tax rate</td><td>35.0%</td><td>35.0%</td><td>35.0%</td></tr><tr><td>State income taxes, net of federal benefit</td><td>3.2</td><td>1.8</td><td>3.8</td></tr><tr><td>Foreign income taxed at different rates</td><td>(5.6)</td><td>(6.4)</td><td>(5.9)</td></tr><tr><td>Foreign tax credits</td><td>—</td><td>(1.0)</td><td>(2.3)</td></tr><tr><td>Record (release) reserve for tax contingencies</td><td>0.3</td><td>0.7</td><td>3.1</td></tr><tr><td>Record (release) valuation allowance</td><td>(0.5)</td><td>—</td><td>(0.4)</td></tr><tr><td>Other items, net</td><td>(1.0)</td><td>(0.5)</td><td>(1.0)</td></tr><tr><td>Effective tax rate</td><td>31.4%</td><td>29.6%</td><td>32.3%</td></tr></table>

In 2013 and 2012 state income taxes, net of federal tax benefit include approximately $1.3 million and $2.6 million, respectively, of benefit relating to economic development tax credits associated with the renovation of the Company’s Stamford headquarters facility.

As of December 31, 2013 and December 31, 2012, the Company had unrecognized tax benefits of $14.5 million and $17.6 million, respectively. The decrease is primarily attributable to reductions for tax positions of prior years and settlements resulting from closure of tax audits, partially offset by additions in unrecognized tax benefits attributable to 2013. It is reasonably possible that the unrecognized tax benefits will be decreased by $3.1 million within the next 12 months due to anticipated closure of audits and the expiration of certain statutes of limitation. The unrecognized tax benefits relate primarily to the utilization of certain tax attributes.

The Company classifies uncertain tax positions not expected to be settled within one year as long term liabilities. As of December 31, 2013 and December 31, 2012, the Company had $11.4 million and $13.1 million, respectively, related to long term uncertain tax positions included in Other Liabilities.

The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, for the years ending December 31 (in thousands):

<table><tr><td></td><td>2013</td><td>2012</td></tr><tr><td>Beginning balance</td><td>$ 17,552</td><td>$ 18,345</td></tr><tr><td>Additions based on tax positions related to the current year</td><td>4,237</td><td>4,301</td></tr><tr><td>Additions for tax positions of prior years</td><td>827</td><td>105</td></tr><tr><td>Reductions for tax positions of prior years</td><td>(1,973)</td><td>(3,427)</td></tr><tr><td>Reductions for expiration of statutes</td><td>(3,860)</td><td>(296)</td></tr><tr><td>Settlements</td><td>(1,575)</td><td>(1,372)</td></tr><tr><td>Change in foreign currency exchange rates</td><td>(720)</td><td>(104)</td></tr><tr><td>Ending balance</td><td>$ 14,488</td><td>$ 17,552</td></tr></table>

Included in the balance of unrecognized tax benefits at December 31, 2013 are potential benefits of $11.8 million that if recognized would reduce the effective tax rate on income from continuing operations. Also included in the balance of unrecognized tax benefits



as of December 31, 2013 are potential benefits of $2.7 million that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

The Company accrues interest and penalties related to unrecognized tax benefits in its income tax provision. As of December 31, 2013 and December 31, 2012, the Company had $3.3 million and $4.6 million of accrued interest and penalties, respectively, related to unrecognized tax benefits. These amounts are in addition to the unrecognized tax benefits disclosed above. The total amount of interest and penalties recognized in the Consolidated Statements of Operations for the years ending December 31, 2013 and December 31, 2012 was $0.3 million and $0.4 million, respectively.

The number of years with open statutes of limitation varies depending on the tax jurisdiction. Generally, the Company’s statutes are open for tax years ended December 31, 2008 and forward, with the exception of India which is open for tax years 2003 and forward. Major taxing jurisdictions include the U.S. (federal and state), the United Kingdom, Canada, Japan, Italy, India, and Ireland.

During 2013, the Company closed the Internal Revenue Service (“IRS”) audit of its 2008 and 2009 federal income tax returns. The resolution of the audit did not have a material adverse effect on the consolidated financial position, cash flows, or results of operations of the Company.

In late 2013 the Company received notice that the IRS intends to conduct an audit of the Company's 2010 and 2011 tax years. The audits for these years have commenced and are in the early stages of examination. Although the final resolution of these audits is uncertain, the Company believes that the ultimate disposition will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations.

Earnings of non-U.S. subsidiaries are generally subject to U.S. taxation when repatriated. The Company intends to reinvest these earnings outside the U.S. except in instances where repatriating such earnings would result in minimal additional tax. The Company currently has no plan to remit earnings which will result in a material tax cost. Accordingly, the Company has not recognized additional tax expense that may result from the remittance of such earnings. The accumulated undistributed earnings of non-U.S. subsidiaries are approximately $140.0 million as of December 31, 2013. An estimate of the income tax liability that would be payable if such earnings were not indefinitely invested is $33.0 million.

## 11 — 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 as of, and for, the years ended (in thousands, except for number of outstanding contracts):

December 31, 2013

<table><tr><td>Derivative Contract Type</td><td>Number of Outstanding Contracts</td><td>Contract Notional Amount</td><td>Fair Value Asset (Liability) (3)</td><td>Balance Sheet Line Item</td><td>OCI Unrealized (Loss), Net Of Tax</td></tr><tr><td>Interest rate swap (1)</td><td>1</td><td>200,000</td><td>$ (6,505)</td><td>Other liabilities</td><td>$ (3,903)</td></tr><tr><td>Foreign currency forwards (2)</td><td>89</td><td>61,325</td><td>(60)</td><td>Other current liabilities</td><td>—</td></tr><tr><td>Total</td><td>90</td><td>261,325</td><td>$ (6,565)</td><td>$ (3,903)</td><td></td></tr></table>



<table><tr><td>Derivative Contract Type</td><td>Number of Outstanding Contracts</td><td>Contract Notional Amount</td><td>Fair Value Asset (Liability) (3)</td><td>Balance Sheet Line Item</td><td>OCI Unrealized (Loss), Net Of Tax</td></tr><tr><td>Interest rate swap (1)</td><td>1</td><td>200,000</td><td>$ (10,000)</td><td>Other liabilities</td><td>$ (6,010)</td></tr><tr><td>Foreign currency forwards (2)</td><td>68</td><td>76,100</td><td>4</td><td>Other current assets</td><td>—</td></tr><tr><td>Total</td><td>69</td><td>$ 276,100</td><td>$ (9,996)</td><td></td><td>$ (6,010)</td></tr></table>

(1) The swap is designated as a cash flow hedge of the forecasted interest payments on borrowings. As a result, changes in the fair value of this swap are deferred and are recorded in OCI, net of tax effect (see Note 5 — Debt for additional information).

(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 contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other expense, net since the Company does not designate these contracts as hedges for accounting purposes. Substantially all of the outstanding contracts at December 31, 2013 matured by the end of January 2014.

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

At December 31, 2013, the Company’s derivative counterparties were 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 related contingent features.

The following table provides information regarding amounts recognized in the Consolidated Statements of Operations for derivative contracts for the years ended December 31 (in thousands):

<table><tr><td>Amount recorded in:</td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Interest expense (1)</td><td>$ 4.0</td><td>$ 3.6</td><td>$ 4.1</td></tr><tr><td>Other expense, net (2)</td><td>0.1</td><td>(0.6)</td><td>1.2</td></tr><tr><td>Total expense</td><td>$ 4.1</td><td>$ 3.0</td><td>$ 5.3</td></tr></table>

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

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

## 12 — 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 approximates their fair value due to their short-term nature. The Company’s financial instruments also includes borrowings outstanding under its 2013 Credit Agreement, and at December 31, 2013, the Company had $200.0 million of floating rate debt outstanding under this arrangement, which is carried at amortized cost. The Company believes the carrying amount of the outstanding borrowings reasonably approximates 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 does not currently utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 1 — Business and Significant Accounting Policies. The Company does not typically transfer assets or liabilities between different levels of the fair value hierarchy.

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

<table><tr><td>Description:</td><td>Fair Value December 31, 2013</td><td>Fair Value December 31, 2012</td></tr><tr><td>Assets:</td><td></td><td></td></tr><tr><td>Deferred compensation plan assets (1)</td><td>$ 32,555</td><td>$ 27,795</td></tr><tr><td>Foreign currency forward contracts (2)</td><td>116</td><td>204</td></tr><tr><td></td><td>$ 32,671</td><td>$ 27,999</td></tr><tr><td>Liabilities:</td><td></td><td></td></tr><tr><td>Deferred compensation plan liabilities (1)</td><td>$ 36,410</td><td>$ 31,260</td></tr><tr><td>Foreign currency forward contracts (2)</td><td>176</td><td>200</td></tr><tr><td>Interest rate swap contracts (3)</td><td>6,505</td><td>10,000</td></tr><tr><td></td><td>$ 43,091</td><td>$ 41,460</td></tr></table>

(1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees (see Note 13 — Employee Benefits). The plan’s assets consist of investments in money market and mutual funds, and company-owned life insurance contracts.

The money market funds consist of cash equivalents while the mutual fund investments consist of publicly-traded and quoted equity shares. The Company considers the fair value of these assets to be based on Level 1 inputs, and these assets had a fair value of $7.8 million and $8.2 million as of December 31, 2013 and 2012, respectively. The carrying amount of the life insurance contracts equals their cash surrender value. Cash surrender value represents the estimated amount that the Company would receive upon termination of the contract, which approximates fair value. The Company considers the life insurance contracts to be valued based on a Level 2 input, and these assets had a fair value of $24.8 million and $19.6 million at December 31, 2013 and 2012, respectively. The related deferred compensation plan liabilities are recorded at the amount needed to settle the liability, which approximates fair value, and is 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 (see Note 11 — Derivatives and Hedging). Valuation of the foreign currency forward contracts is based on 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 risk from variability of interest rates on its borrowings (see Note 11 — Derivatives and Hedging). The fair value of the swap is based on a mark-to-market valuation prepared by a third-party broker. Valuation is based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers Level 2 inputs. The Company independently corroborates the reasonableness of the valuation prepared by the third-party broker through the use of an electronic quotation service.

## 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 December 31, 2013 and 2012 are included in the fair value table above.

## 13 — EMPLOYEE BENEFITS

Defined contribution plan. The Company has a savings and investment plan (the “401k Plan”) covering substantially all U.S. employees. Company contributions are based upon the level of employee contributions, up to a maximum of 4% of the employee’s eligible salary, subject to an annual maximum. For 2013, the maximum match was $7,000. Amounts expensed in connection with the 401k Plan totaled $15.8 million, $14.2 million, and $15.9 million, in 2013, 2012, and 2011, respectively.

Deferred compensation plan. The Company has a supplemental deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees, which is structured as a rabbi trust. The plan’s investment assets are classified in Other assets on the Consolidated Balance Sheets at fair value. The value of these assets was $32.6 million and $27.8 million at December 31, 2013 and 2012, respectively (see Note 12 — Fair Value Disclosures for fair value information). The corresponding deferred compensation liability of $36.4 million and $31.3 million at December 31, 2013 and 2012, respectively, is carried at fair value, and is adjusted with a corresponding charge or credit to compensation cost to reflect the fair value of the amount owed to the employees which is classified in Other liabilities on the Consolidated Balance Sheets. Total compensation expense recognized for the plan was $0.4 million in both 2013 and 2012 and $0.3 million in 2011.

Defined benefit pension plans. The Company has defined-benefit pension plans in several of its non-U.S. locations. Benefits earned under these plans are based on years of service and level of employee compensation. The Company accounts for defined benefit plans in accordance with the requirements of FASB ASC Topics 715 and 960.

The following are the components of defined benefit pension expense for the years ended December 31 (in thousands):

<table><tr><td></td><td colspan="2">2013</td><td colspan="2">2012</td><td colspan="2">2011</td></tr><tr><td>Service cost (1)</td><td>$     2,545</td><td>$     1,775</td><td>$     1,890</td><td></td><td></td><td></td></tr><tr><td>Interest cost</td><td>1,075</td><td>980</td><td>1,010</td><td></td><td></td><td></td></tr><tr><td>Expected return on plan assets</td><td>(340)</td><td>(115)</td><td>(125)</td><td></td><td></td><td></td></tr><tr><td>Recognition of actuarial loss (gain)</td><td>30</td><td>(215)</td><td>(135)</td><td></td><td></td><td></td></tr><tr><td>Recognition of termination benefits</td><td>455</td><td>175</td><td>65</td><td></td><td></td><td></td></tr><tr><td>Total defined benefit pension expense (2)</td><td>$     3,765</td><td>$     2,600</td><td>$     2,705</td><td></td><td></td><td></td></tr></table>

(1) The higher 2013 service cost was primarily due to additional employees covered under the plans.

(2) Pension expense is classified in SG&A in the Consolidated Statements of Operations.

The following are the assumptions used in the computation of pension expense for the years ended December 31:

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Weighted-average discount rate (1)</td><td>3.35%</td><td>3.20%</td><td>4.40%</td></tr><tr><td>Average compensation increase</td><td>2.70%</td><td>2.70%</td><td>2.65%</td></tr></table>

(1) Discount rates are typically determined by utilizing the yields on long-term corporate or government bonds in the relevant country with a duration consistent with the expected term of the underlying pension obligations.



The following table provides information related to changes in the projected benefit obligation for the years ended December 31 (in thousands):

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Projected benefit obligation at beginning of year</td><td>$ 31,605</td><td>$ 21,160</td><td>$ 19,730</td></tr><tr><td>Service cost</td><td>2,545</td><td>1,775</td><td>1,890</td></tr><tr><td>Interest cost</td><td>1,075</td><td>980</td><td>1,010</td></tr><tr><td>Actuarial loss (gain) due to assumption changes and plan experience (1)</td><td>625</td><td>6,265</td><td>(948)</td></tr><tr><td>Additions and contractual termination benefits</td><td>460</td><td>1,925</td><td>—</td></tr><tr><td>Benefits paid (2)</td><td>(1,255)</td><td>(680)</td><td>(390)</td></tr><tr><td>Foreign currency impact</td><td>(470)</td><td>180</td><td>(132)</td></tr><tr><td>Projected benefit obligation at end of year (3)</td><td>$ 34,585</td><td>$ 31,605</td><td>$ 21,160</td></tr></table>

(1) The 2012 actuarial loss was primarily due to a decline in the weighted-average discount rate.

(2) The Company projects the following approximate amounts will be paid in future years to plan participants: $0.6 million in 2014; $1.8 million in 2015; $0.7 million in 2016; $1.1 million in 2017; $1.0 million in 2018; and $7.5 million in the five years thereafter.

(3) Measured as of December 31.

The following table provides information regarding the funded status of the plans and related amounts recorded in the Company’s Consolidated Balance Sheets as of December 31 (in thousands):

Funded status of the plans:

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Projected benefit obligation</td><td>$ 34,585</td><td>$ 31,605</td><td>$ 21,160</td></tr><tr><td>Plan assets at fair value (1)</td><td>(13,870)</td><td>(8,885)</td><td>(2,480)</td></tr><tr><td>Funded status - shortfall (2)</td><td>$ 20,715</td><td>$ 22,720</td><td>$ 18,680</td></tr><tr><td>Amounts recorded in the Consolidated Balance Sheets for the plans:</td><td></td><td></td><td></td></tr><tr><td>Other liabilities - accrued pension obligation (2)</td><td>$ 20,715</td><td>$ 22,720</td><td>$ 18,680</td></tr><tr><td>Stockholders&#x27; equity - deferred actuarial (loss) gain (3)</td><td>$ (1,811)</td><td>$ (1,578)</td><td>$ 2,488</td></tr></table>

(1) The plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high quality government and corporate bonds, and other investments. The assets are primarily valued based on Level 1 and Level 2 inputs under the fair value hierarchy in FASB ASC Topic 820, and the Company considers the overall portfolio of these assets to be of low-to-medium investment risk. The Company projects a future long-term rate of return on these plan assets of 3.8%, which it believes is reasonable based on the composition of the assets and both current and projected market conditions. For the year-ended December 31, 2013, the Company contributed $5.9 million to these plans, and benefits paid to participants were $1.3 million.

In addition to the plan assets held with third-party trustees, the Company also maintains a reinsurance asset arrangement with a large international insurance company. The reinsurance asset is an asset of the Company whose purpose is to provide funding for benefit payments for one of the plans. At December 31, 2013, the reinsurance asset was carried on the Company’s Consolidated Balance Sheets at its cash surrender value of $9.3 million and is classified in Other Assets. The Company believes the cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value framework in ASC Topic 820.



(2) The Funded status — shortfall represents the amount of the projected benefit obligation that the Company has not funded with a third-party trustee. This amount is a liability of the Company and is recorded in Other Liabilities on the Company’s Consolidated Balance Sheets.

(3) The deferred actuarial loss as of December 31, 2013, is recorded in Accumulated Other Comprehensive Income (“AOCI”) and will be reclassified out of AOCI and recognized as pension expense over approximately 15 years, subject to certain limitations set forth in FASB ASC Topic 715. The impact of this amortization on the periodic pension expense in 2014 is projected to be less than $0.1 million. The actual amortization of deferred actuarial losses (gains) from AOCI to pension expense was less than $0.1 million in 2013, $(0.2) million in 2012, and $(0.1) million in 2011.

## 14 — 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 COS expenses, SG&A expense, depreciation, acquisition and integration charges, and amortization of intangibles. Certain bonus and fringe benefit costs included in consolidated COS 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 earns revenue from clients in many countries. Other than the United States, there is no individual country in which revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally, no single client accounted for 10% or more of total revenue and the loss of a single client, in management’s opinion, would not have a material adverse effect on revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not being reported by segment because the information is not available by segment and is not reviewed in the evaluation of performance or making decisions in the allocation of resources.

The following tables present operating information about the Company’s reportable segments for the years ended December 31 (in thousands):

<table><tr><td></td><td colspan="2">Research</td><td colspan="2">Consulting</td><td colspan="2">Events</td><td colspan="2">Consolidated</td></tr><tr><td>2013</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues</td><td>$</td><td>1,271,011</td><td>$</td><td>314,257</td><td>$</td><td>198,945</td><td>$</td><td>1,784,213</td></tr><tr><td>Gross contribution</td><td></td><td>879,384</td><td></td><td>107,565</td><td></td><td>91,216</td><td></td><td>1,078,165</td></tr><tr><td>Corporate and other expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>(802,673)</td></tr><tr><td>Operating income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>$ 275,492</td></tr><tr><td></td><td colspan="2">Research</td><td colspan="2">Consulting</td><td colspan="2">Events</td><td colspan="2">Consolidated</td></tr><tr><td>2012</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues</td><td>$</td><td>1,137,147</td><td>$</td><td>304,893</td><td>$</td><td>173,768</td><td>$</td><td>1,615,808</td></tr><tr><td>Gross contribution</td><td></td><td>774,342</td><td></td><td>109,253</td><td></td><td>80,119</td><td></td><td>963,714</td></tr><tr><td>Corporate and other expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>(718,007)</td></tr><tr><td>Operating income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>$ 245,707</td></tr><tr><td></td><td colspan="2">Research</td><td colspan="2">Consulting</td><td colspan="2">Events</td><td colspan="2">Consolidated</td></tr><tr><td>2011</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Revenues</td><td>$</td><td>1,012,062</td><td>$</td><td>308,047</td><td>$</td><td>148,479</td><td>$</td><td>1,468,588</td></tr><tr><td>Gross contribution</td><td></td><td>682,136</td><td></td><td>114,838</td><td></td><td>66,265</td><td></td><td>863,239</td></tr><tr><td>Corporate and other expenses</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>(649,177)</td></tr><tr><td>Operating income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>$ 214,062</td></tr></table>



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

<table><tr><td rowspan="3"></td><td colspan="4">Twelve months ended December 31,</td></tr><tr><td>2013</td><td>2012</td><td>2011</td><td></td></tr><tr><td>$ 1,078,165</td><td>$ 963,714</td><td>$ 863,239</td><td></td></tr><tr><td>Total segment gross contribution</td><td></td><td></td><td></td><td></td></tr><tr><td>Costs and expenses:</td><td></td><td></td><td></td><td></td></tr><tr><td>Cost of services and product development - unallocated (1)</td><td>7,436</td><td>6,973</td><td>3,406</td><td></td></tr><tr><td>Selling, general and administrative</td><td>760,458</td><td>678,843</td><td>613,707</td><td></td></tr><tr><td>Depreciation and amortization</td><td>34,442</td><td>29,771</td><td>32,064</td><td></td></tr><tr><td>Acquisition and integration charges</td><td>337</td><td>2,420</td><td>—</td><td></td></tr><tr><td>Operating income</td><td>275,492</td><td>245,707</td><td>214,062</td><td></td></tr><tr><td>Interest expense and other</td><td>9,053</td><td>10,111</td><td>11,878</td><td></td></tr><tr><td>Provision for income taxes</td><td>83,638</td><td>69,693</td><td>65,282</td><td></td></tr><tr><td>Net income</td><td>$ 182,801</td><td>$ 165,903</td><td>$ 136,902</td><td></td></tr></table>

(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.

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

Accordingly, the separation set forth in the table below is based upon internal allocations, which involve certain management estimates and judgments. Revenues in the table are reported based on where the sale is fulfilled; “Other International” revenues are those attributable to all areas located outside of the United States and Canada, and Europe, Middle East, and Africa.

Summarized information by geographic location as of and for the years ended December 31 follows (in thousands):

<table><tr><td></td><td>2013</td><td>2012</td><td>2011</td></tr><tr><td>Revenues:</td><td></td><td></td><td></td></tr><tr><td>United States and Canada</td><td>$ 1,049,734</td><td>$ 947,075</td><td>$ 861,481</td></tr><tr><td>Europe, Middle East and Africa</td><td>508,755</td><td>458,675</td><td>437,194</td></tr><tr><td>Other International</td><td>225,724</td><td>210,058</td><td>169,913</td></tr><tr><td>Total revenues</td><td>$ 1,784,213</td><td>$ 1,615,808</td><td>$ 1,468,588</td></tr><tr><td>Long-lived assets: (1)</td><td></td><td></td><td></td></tr><tr><td>United States and Canada (2)</td><td>$ 123,877</td><td>$ 114,557</td><td>$ 85,194</td></tr><tr><td>Europe, Middle East and Africa</td><td>34,363</td><td>30,967</td><td>23,673</td></tr><tr><td>Other International</td><td>13,936</td><td>16,956</td><td>10,754</td></tr><tr><td>Total long-lived assets</td><td>$ 172,176</td><td>$ 162,480</td><td>$ 119,621</td></tr></table>

(1) Excludes goodwill and other intangible assets.

(2) The United States and Canada balances include costs capitalized in connection with the renovation of the Company’s Stamford headquarters facility (see Note 1 — Business and Significant Accounting Policies for additional description). These capitalized costs amounted to $7.7 million in 2013, $17.0 million in 2012, and $9.5 million in 2011.



## 15 — VALUATION AND QUALIFYING ACCOUNTS

The Company maintains an allowance for losses which is composed of a bad debt allowance and a revenue reserve. Provisions are charged against earnings either as an increase to expense or a reduction in revenues. The following table summarizes activity in the Company’s allowance for the years ended December 31(in thousands):

<table><tr><td></td><td>Balance at Beginning of Year</td><td>Additions Charged to Expense</td><td>Additions Charged Against Revenues</td><td>Deductions from Reserve</td><td>Balance at End of Year</td></tr><tr><td>2013:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts and returns and allowances</td><td>$ 6,400</td><td>$ 2,350</td><td>$ 5,050</td><td>$ (6,800)</td><td>$ 7,000</td></tr><tr><td>2012:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts and returns and allowances</td><td>$ 7,260</td><td>$ 1,930</td><td>$ 1,860</td><td>$ (4,650)</td><td>$ 6,400</td></tr><tr><td>2011:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts and returns and allowances</td><td>$ 7,200</td><td>$ 930</td><td>$ 4,390</td><td>$ (5,260)</td><td>$ 7,260</td></tr></table>

## 16 — SUBSEQUENT EVENT

On February 4, 2014, the Company’s Board of Directors authorized $800.0 million to repurchase the Company's Common Stock. This authorization succeeds the Company’s prior $500.0 million share repurchase authorization, which was substantially utilized. See Note 7 — Stockholders' Equity above for additional information regarding the $800.0 million share repurchase authorization and the Company's share repurchase activity.



## SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report on Form 10-K to be signed on its behalf by the undersigned, duly authorized, in Stamford, Connecticut, on February 26, 2014.

Gartner, Inc.

Date: February 26, 2014

By: /s/ Eugene A. Hall

Eugene A. Hall

Chief Executive Officer

## POWER OF ATTORNEY

Each person whose signature appears below appoints Eugene A. Hall and Christopher J. Lafond and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in all capacities, to sign all amendments to this Report on Form 10-K, and to file the same, with appropriate exhibits and other related documents, with the Securities and Exchange Commission. Each of the undersigned ratifies and confirms his or her signatures as they may be signed by his or her attorney-in-fact to any amendments to this Report. Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

<table><tr><td>Name</td><td>Title</td><td>Date</td></tr><tr><td>/s/ Eugene A. Hall</td><td>Director and Chief Executive Officer</td><td>February 26, 2014</td></tr><tr><td>Eugene A. Hall</td><td>(Principal Executive Officer)</td><td></td></tr><tr><td>/s/ Christopher J. Lafond</td><td>Executive Vice President and Chief Financial Officer</td><td>February 26, 2014</td></tr><tr><td>Christopher J. Lafond</td><td>(Principal Financial and Accounting Officer)</td><td></td></tr><tr><td>/s/ Michael J. Bingle</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Michael J. Bingle</td><td></td><td></td></tr><tr><td>/s/ Richard J. Bressler</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Richard J. Bressler</td><td></td><td></td></tr><tr><td>/s/ Raul E. Cesan</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Raul E. Cesan</td><td></td><td></td></tr><tr><td>/s/ Karen E. Dykstra</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Karen E. Dykstra</td><td></td><td></td></tr><tr><td>/s/ Anne Sutherland Fuchs</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Anne Sutherland Fuchs</td><td></td><td></td></tr><tr><td>/s/ William O. Grabe</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>William O. Grabe</td><td></td><td></td></tr><tr><td>/s/ Stephen G. Pagliuca</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>Stephen G. Pagliuca</td><td></td><td></td></tr><tr><td>/s/ James C. Smith</td><td>Director</td><td>February 26, 2014</td></tr><tr><td>James C. Smith</td><td></td><td></td></tr></table>



## CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Gartner, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-104753, No. 333-127349, No. 333-160924, No. 333-176058), on Form S-8 of Gartner, Inc. of our reports dated February 26, 2014, with respect to the consolidated balance sheets of Gartner, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and the effectiveness of internal control over financial reporting as of December 31, 2013, which reports appear in the December 31, 2013 annual report on Form 10-K of Gartner, Inc.

(KPMG LLP LOGO)

/s/ KPMG LLP

New York, New York

February 26, 2014



## CERTIFICATION

I, Eugene A. Hall, certify that:

(1) I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Eugene A. Hall

Eugene A. Hall

Chief Executive Officer

Date: February 26, 2014



## CERTIFICATION

I, Christopher J. Lafond, certify that:

(1) I have reviewed this Annual Report on Form 10-K of Gartner, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Christopher J. Lafond
Christopher J. Lafond
Chief Financial Officer
Date: February 26, 2014



## CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Gartner, Inc. (the "Company") on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Eugene A. Hall Chief Executive Officer of the Company, and Christopher J. Lafond, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eugene A. Hall

Name: Eugene A. Hall

Title: Chief Executive Officer

Date: February 26, 2014

/s/ Christopher J. Lafond

Name: Christopher J. Lafond

Title: Chief Financial Officer

Date: February 26, 2014

A signed original of this written statement required by Section 906 has been provided to Gartner, Inc. and will be retained by Gartner, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.



## Board of Directors

Michael J. Bingle
Managing Director
Silver Lake

Richard J. Bressler
President and Chief
Financial Officer
CC Media Holdings, Inc.
Clear Channel
Communications, Inc.

Raul E. Cesan
Founder and Managing Partner
Commercial Worldwide, LLC
Former President and COO
Schering-Plough Corporation

Karen E. Dykstra
Chief Financial and
Administrative Officer
AOL

Anne Sutherland Fuchs
Consultant
Former Chair, Commission
on Women's Issues for
New York City

William O. Grabe
Advisory Director
General Atlantic

Eugene A. Hall
Chief Executive Officer
Gartner

Stephen G. Pagliuca
Managing Director
Bain Capital Partners

James C. Smith
Chairman of the Board
Gartner
Retired Chairman and CEO
First Health Group Corp.



## GARTNER HEADQUARTERS

Corporate Headquarters
56 Top Gallant Road
Stamford, CT 06902-7700
USA
+1 203 964 0096

Europe Headquarters
Tamesis
The Glanty
Egham
Surrey, TW20 9AW
UNITED KINGDOM
+44 1784 431611

Asia/Pacific Headquarters
Gartner Australasia Pty. Ltd.
Level 9, 141 Walker Street
North Sydney
New South Wales 2060
AUSTRALIA
+61 2 9459 4600

Japan Headquarters
Gartner Japan, Ltd.
Atago Green Hills MORI Tower, 5F
2-5-1 Atago, Minato-ku
Tokyo 105-6205,
JAPAN
+81 3 6430 1800

Latin America Headquarters
Gartner do Brasil
Av. Das Nações Unidas 12.551, 25º andar
World Trade Center, Brooklin Novo
São Paulo 04573-903
BRAZIL
+ 55 11 3043 7544