UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2006

OR

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

For the transition period from           to

Commission File Number 1-14443

Gartner, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		04-3099750
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
P.O. Box 10212		06902-7700
56 Top Gallant Road		(Zip Code)
Stamford, CT
(Address of principal executive offices)

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

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

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

Large Accelerated Filer o

Accelerated Filer þ

Non-accelerated Filer o

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

As of July 25, 2006, 114,056,357 shares of the registrant’s common shares were outstanding.

 

 

Table Of Contents

				Page
PART I		FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS (Unaudited)
		Condensed Consolidated Balance Sheets at June 30, 2006 and December 31, 2005			3
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2006 and 2005			4
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005			5
		Notes to Condensed Consolidated Financial Statements			6
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			18
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			30
ITEM 4.		CONTROLS AND PROCEDURES			31
PART II		OTHER INFORMATION
ITEM 1.		LEGAL PROCEEDINGS			32
ITEM 1A.		RISK FACTORS			32
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS			32
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS			33
ITEM 6.		EXHIBITS			33

EX-31.1 CERTIFICATION

EX-31.2 CERTIFICATION

EX-32 CERTIFICATION

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

GARTNER, INC.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands)

		June 30,				December 31,
		2006				2005
Assets
Current assets:
Cash and cash equivalents		$	69,067			$	70,282
Fees receivable, net			285,675				313,195
Deferred commissions			31,181				42,804
Prepaid expenses and other current assets			36,380				35,838
Total current assets			422,303				462,119
Property, equipment and leasehold improvements, net			57,667				61,770
Goodwill			407,608				404,034
Intangible assets, net			9,373				15,793
Other assets			87,803				82,901
Total Assets		$	984,754			$	1,026,617
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	186,068			$	243,036
Deferred revenues			339,441				333,065
Current portion of long-term debt			60,000				66,667
Total current liabilities			585,509				642,768
Long-term debt			170,000				180,000
Other liabilities			54,008				57,261
Total Liabilities			809,517				880,029
Stockholders’ Equity
Preferred stock			—				—
Common stock			78				77
Additional paid-in capital			536,177				511,062
Unearned compensation, net			(3,240	)			(6,652	)
Accumulated other comprehensive income, net			11,645				6,320
Accumulated earnings			213,666				187,652
Treasury stock, at cost			(583,089	)			(551,871	)
Total Stockholders’ Equity			175,237				146,588
Total Liabilities and Stockholders’ Equity		$	984,754			$	1,026,617

See the accompanying notes to the condensed consolidated financial statements.

GARTNER, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Revenues:
Research		$	138,321			$	134,926			$	275,413			$	260,122
Consulting			83,663				79,092				159,556				143,102
Events			58,599				56,949				73,094				65,004
Other			3,510				3,602				6,959				6,165
Total revenues			284,093				274,569				515,022				474,393
Costs and expenses:
Cost of services and product development			137,283				140,517				242,632				235,795
Selling, general and administrative			106,701				102,727				206,168				194,273
Depreciation			6,098				6,423				11,758				12,502
Amortization of intangibles			3,416				3,370				6,799				3,398
META integration charges			—				8,168				1,450				11,573
Other charges			—				8,226				—				22,500
Total costs and expenses			253,498				269,431				468,807				480,041
Operating income (loss)			30,595				5,138				46,215				(5,648	)
Loss from investments, net			—				(263	)			—				(5,369	)
Interest expense, net			(4,479	)			(3,318	)			(8,842	)			(4,663	)
Other income (expense), net			173				(2,058	)			(521	)			(2,362	)
Income (loss) before income taxes			26,289				(501	)			36,852				(18,042	)
Provision (benefit) for income taxes			8,045				318				10,838				(2,516	)
Net income (loss)		$	18,244			$	(819	)		$	26,014			$	(15,526	)
Income (loss) per common share:
Basic		$	0.16			$	(0.01	)		$	0.23			$	(0.14	)
Diluted		$	0.16			$	(0.01	)		$	0.22			$	(0.14	)
Weighted average shares outstanding:
Basic			113,525				111,880				113,646				111,602
Diluted			115,743				111,880				115,911				111,602

See the accompanying notes to the condensed consolidated financial statements.

GARTNER, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

		Six Months Ended
		June 30,
		2006				2005
Operating activities:
Net income (loss):		$	26,014			$	(15,526	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of intangibles			18,557				15,900
Stock-based compensation expense			6,997				477
Excess tax benefits from stock-based compensation			(3,653	)			—
Tax benefit associated with employee exercises of stock options			—				474
Deferred taxes			(2,302	)			(5,437	)
Loss from investments and sales of assets, net			228				5,369
Amortization and writeoff of debt issue costs			403				1,029
Changes in assets and liabilities:
Fees receivable, net			32,829				43,516
Deferred commissions			12,278				3,369
Prepaid expenses and other current assets			(413	)			(1,113	)
Other assets			(800	)			3,028
Deferred revenues			1,568				(16,138	)
Accounts payable and accrued liabilities			(58,727	)			(20,977	)
Cash provided by operating activities			32,979				13,971
Investing activities:
Investment in intangibles			(264	)			—
Additions to property, equipment and leasehold improvements			(7,978	)			(7,273	)
Acquisition of META (net of cash acquired)			—				(159,751	)
Other investing activities, net			55				(114	)
Cash used in investing activities			(8,187	)			(167,138	)
Financing activities:
Proceeds from stock issued for stock plans			22,073				9,524
Proceeds from debt issuance			—				327,000
Payments for debt issuance costs			—				(1,082	)
Payments on debt			(16,666	)			(267,883	)
Purchases of treasury stock			(37,025	)			—
Excess tax benefits from stock-based compensation			3,653				—
Cash (used) provided by financing activities			(27,965	)			67,559
Net (decrease) increase in cash and cash equivalents			(3,173	)			(85,608	)
Effects of exchange rates on cash and cash equivalents			1,958				(4,038	)
Cash and cash equivalents, beginning of period			70,282				160,126
Cash and cash equivalents, end of period		$	69,067			$	70,480

See the accompanying notes to the condensed consolidated financial statements.

GARTNER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Basis of Presentation

These interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and related notes of Gartner, Inc. (“Gartner” or the “Company”) filed in its Annual Report on Form 10-K for the year ended December 31, 2005. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of operating revenues and expenses. These estimates are based on management’s knowledge and judgments. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The results of operations for the three and six months ended June 30, 2006 may not be indicative of the results of operations for the remainder of 2006. Certain prior year amounts have been reclassified to conform to the current year presentation.

On April 1, 2005, the Company acquired META Group, Inc. (“META”), which was a technology and research firm. The acquisition was accounted for as a purchase business combination and the results of META were included beginning on the date of the acquisition. The purchase price was allocated to the net assets and liabilities acquired based on their estimated fair values. Any excess of the purchase price over the estimated fair value of the net assets acquired, including identifiable intangible assets, was allocated to goodwill.

In July 2005 the Company combined its Class A and Class B common stock into a single class of common stock (See Note 11 — Equity and Stock Programs).

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by SEC Staff Accounting Bulletin No. 107 (“SAB No. 107”), under the modified prospective transition method. Accordingly, beginning January 1, 2006, the Company is now recording compensation expense for all stock-based compensation awards granted to employees. In accordance with the modified prospective transition method, prior periods have not been restated to reflect the adoption of SFAS No. 123(R) (See Note 4—Stock-Based Compensation).

Note 2 — Comprehensive Income (Loss)

The components of comprehensive income (loss) for the three and six months ended June 30, 2006 and 2005 are as follows (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Net income (loss)		$	18,244			$	(819	)		$	26,014			$	(15,526	)
Other comprehensive income (loss):
Foreign currency translation adjustments			2,935				(960	)			3,207				(4,791	)
Net unrealized gains (losses) on investments and swap, net of tax			860				(237	)			2,117				(241	)
Other comprehensive income (loss)			3,795				(1,197	)			5,324				(5,032	)
Comprehensive income (loss)		$	22,039			$	(2,016	)		$	31,338			$	(20,558	)

Note 3 — Computations of Income (Loss) per Share of Common Stock

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Numerator:
Net income (loss) used for calculating basic and diluted income (loss) per share		$	18,244			$	(819	)		$	26,014			$	(15,526	)
Denominator:
Weighted average number of common shares used in the calculation of basic income (loss) per share			113,525				111,880				113,646				111,602
Common stock equivalents associated with stock-based compensation plans			2,218				—				2,265				—
Shares used in the calculation of diluted income (loss) per share			115,743				111,880				115,911				111,602
Basic income (loss) per share		$	0.16			$	(0.01	)		$	0.23			$	(0.14	)
Diluted income (loss) per share		$	0.16			$	(0.01	)		$	0.22			$	(0.14	)

For the three months ended June 30, 2006 and 2005, 2.2 million options and stock-settled Stock Appreciation Rights and 18.1 million options, respectively, were not included in the computation of diluted income (loss) per share because the effect would have been anti-dilutive. For the six months ended June 30, 2006 and 2005, 2.0 million options and stock-settled Stock Appreciation Rights and 18.2 million options, respectively, were not included in the computation of diluted income (loss) per share because the effect would have been anti-dilutive.

Note 4 — Stock-Based Compensation

The Company awards stock-based compensation as an incentive for employees to contribute to the Company’s long-term success, and historically the Company issued options and restricted stock. In 2006 the Company has made changes to its stock compensation strategy and has awarded additional types of equity instruments. At June 30, 2006, the Company had 8.6 million shares of common stock authorized for awards of stock-based compensation under its 2003 Long Term Incentive Plan.

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by SEC Staff Accounting Bulletin No. 107 (“SAB No. 107”). Accordingly, the Company is now recognizing stock-based compensation expense for all awards granted, which is based on the fair value of the award on the date of grant, recognized 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. The Company adopted SFAS No. 123(R) under the modified prospective transition method, and consequently prior period results have not been restated. Under this transition method, in 2006 the Company’s reported stock compensation expense will include: a) expense related to the remaining unvested portion of awards granted prior to January 1, 2006, which is based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123; and b) expense related to stock compensation awards granted subsequent to January 1, 2006, which is based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).

Prior to January 1, 2006, the Company applied APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) in accounting for its employee stock compensation and applied Statement of Financial Accounting Standards No. 123, “Accounting for Stock Issued to Employees” (“SFAS 123”) for disclosure purposes only. Under APB 25, the intrinsic value method was used to account for stock-based employee compensation plans and expense was generally not recorded for awards granted without intrinsic value. The SFAS 123 disclosures include pro forma net income (loss) and income (loss) per share as if the fair value-based method of accounting had been used.

Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards, the Company’s common stock price volatility, and the rate of employee forfeitures. The assumptions used in calculating the fair value of stock compensation awards 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 to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, future stock compensation expense could be materially different from what has been recorded in the current period.

On November 10, 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 123(R)-3, “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in this FASB Staff Position for calculating the tax effects of stock-based

compensation pursuant to SFAS No. 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R).

Prior to the adoption of SFAS No. 123(R), the Company classified tax benefits resulting from the exercise of stock options as operating cash flows in the Condensed Consolidated Statements of Cash Flows. SFAS No. 123(R) requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (“excess tax benefits”) be classified as financing cash flows. For the six months ended June 30, 2006, excess tax benefits realized from the exercise of stock options was $3.7 million.

For the three months ended June 30, 2006, the Company recognized $4.5 million of pre-tax stock compensation expense under SFAS No. 123(R), with $2.6 million recorded in Cost of services and product development expense and $1.9 million recorded in Selling, general and administrative expense in the Condensed Consolidated Statement of Operations. During the six months ended June 30, 2006, the Company recognized approximately $7.0 million of pre-tax stock compensation expense under SFAS No. 123(R), with $4.0 million recorded in Cost of services and product development expense and $3.0 million recorded in Selling, general and administrative expense. As of June 30, 2006, the Company had $38.6 million of total unrecognized compensation cost, which is expected to be recognized as stock-based compensation expense over the remaining weighted-average vesting period of approximately 2.0 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 SFAS No. 123(R):

Stock options. The Company grants stock options to employees that allow them to purchase shares of the Company’s common stock. Options may also be granted to members of the Board of Directors and certain consultants. The Company determines the fair value of stock options at the date of grant using the Black-Scholes-Merton valuation model. Most options vest either a) annually over a three-year service period, or b) over a four-year vesting period, with 25% vesting at the end of the first year and the remaining 75% vesting monthly over the next three years. Options granted prior to 2005 generally expire ten years from the grant date, whereas options granted beginning in 2005 generally expire seven years from the grant date. The Company issues both new shares and treasury shares upon the exercise of stock options.

Total compensation expense recognized for options was approximately $2.4 million for the three months ended June 30, 2006, which included $0.7 million of expense for options held by employees deemed to be retirement-eligible. For the six months ended June 30, 2006 the Company recognized $4.3 million of expense related to options, of which $1.0 million was related to retirement-eligible employees. The Company received approximately $20.6 million in cash from stock option exercises for the first six months of 2006.

A summary of the changes in stock options outstanding for the six months ended June 30, 2006 follows:

										Weighted
										Average
						Weighted				Remaining
		Options in				Average				Contractual
		millions				Exercise Price				Term
Outstanding at December 31, 2005			17.6			$	10.81			6.11 years
Granted			.1				14.48			nm
Forfeited or expired			(.3	)			12.78			nm
Exercised			(2.1	)			9.61			nm
Outstanding at June 30, 2006			15.3			$	10.96			5.67 years
Vested and exercisable at June 30, 2006			11.1			$	10.86			5.24 years

The .1 million of options granted during the first six months of 2006 had a weighted-average grant date fair value of $5.65 per option. At June 30, 2006, options outstanding and options vested and exercisable had aggregate intrinsic values of $54.3 million and $41.7 million, respectively. Options exercised during the three month and six month periods ended June 30, 2006 had aggregate intrinsic values of $6.0 million and $11.0 million, respectively.

A summary of changes in the number of nonvested stock options follows:

						Weighted
		Options in				Average
		millions				Exercise Price
Nonvested options outstanding at December 31, 2005			6.9			$	11.00
Granted			.1				14.48
Forfeited			(.2	)			11.15
Vested during the period			(2.6	)		na
Nonvested options outstanding at June 30, 2006			4.2			$	11.21

na=not available.

Stock appreciation rights. Stock-settled Stock Appreciation Rights (“SARs”) are settled in common stock and are similar to options as they permit the holder to participate in the appreciation of the Company’s common stock. The value of the SARs will be paid to the employee in common stock once the applicable vesting criteria have been met. Gartner will withhold a portion of the common stock to be issued to meet the minimum statutory tax withholding requirements. SARs recipients do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, 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.

In the first quarter of 2006 the Company granted 1.2 million SARs to its executive officers. The Company determined the fair value of the SARs on the date of grant using the Black-Scholes-Merton valuation model. The SARs vest ratably over a four-year service period and they expire seven years from the vesting commencement date. Total compensation expense recognized for SARs was approximately $0.3 million for the three and six month periods ending June 30, 2006, respectively.

A summary of the changes in SARS outstanding for the six months ended June 30, 2006 follows:

														Weighted
										Weighted				Average
						Weighted				Average				Remaining
		SARS in				Average				Grant Date				Contractual
		millions				Exercise Price				Fair Value				Term
Granted			1.2			$	14.44			$	6.01			7.17		years
Forfeited or expired			—				—				—				—
Exercised			—				—				—				—
SARs outstanding at June 30, 2006			1.2			$	14.44			$	6.01			6.87		years
Vested and exercisable at June 30, 2006			—			$	—			$	—				—

At June 30, 2006, SARs outstanding had no intrinsic value.

The fair value of the Company’s options and SARs was estimated on the date of grant using the Black-Scholes-Merton valuation model with the following weighted-average assumptions. The Company did not have any option or SARS grants in the second quarter of 2006:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Expected dividend yield (1)			—				0	%			0	%			0	%
Expected stock price volatility (2)			—				31	%			40	%			31	%
Risk-free interest rate (3)			—				3.7	%			4.7	%			3.7	%
Expected life in years (4)			—				3.1				4.8				3.1

The Company believes that the changes in the determination of both the expected stock price volatility and the expected life in years are consistent with the fair value measurement objectives of SFAS No. 123(R) and SAB No. 107 and will be applied prospectively in determining the fair values of employee stock options and SARs.

Restricted stock. The Company has awarded shares of restricted stock to employees which vest subject to certain service and market conditions. All restricted share awards have the right to vote the shares and to receive dividends; however the employee may not sell restricted stock that is still subject to the relevant vesting conditions. The Company recorded compensation expense for restricted stock awards of approximately $0.5 million and $1.1 million for the three and six month periods ended June 30, 2006.

In accordance with SFAS No. 123(R), the fair value of restricted stock awards is estimated on the date of grant based on the market price of the Company’s common stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which was three years for the most recent service-based award. Employees receiving such awards are not required to provide consideration to the Company other than rendering service. On June 30, 2006, there were 11,000 shares of service-based restricted stock outstanding which were issued with a market value of $11.96 on the date of the award, none of which were vested.

As of June 30, 2006, there were 500,000 shares of market-based restricted stock outstanding for which the market value on the date of grant was $12.86 per share. The Company had awarded 500,000 restricted shares to its CEO in 2004 from a non-shareholder approved plan. In the fourth quarter of 2005, the Company cancelled the original award and issued a replacement award from a shareholder approved plan for the same number of shares, which will permit the Company to take a tax deduction if the restrictions lapse. The Company estimated the cumulative fair value of this award at approximately $4.4 million using a Monte Carlo valuation model. The fair value of the award will be amortized to compensation expense over the related weighted-average estimated life of the award, which is approximately 2.3 years. The restrictions on this award lapse as follows: (i) 300,000 shares when the Company’s common stock trades at an average price of $20 or more for sixty consecutive trading days; (ii) 100,000 shares when the Company’s common stock trades at an average price of $25 or more for sixty consecutive trading days; and (iii) 100,000 shares when the Company’s common stock trades at an average price of $30 or more for sixty consecutive trading days, subject to the CEO’s continued employment with the Company through each such date. Notwithstanding the preceding sentence, all restrictions shall lapse in full upon a change in control. As of June 30, 2006, none of the restrictions had lapsed.

Restricted stock units. Restricted Stock Units (“RSUs”) give the awardee the right to receive actual Gartner shares when the restrictions lapse and the vesting conditions are met, and each RSU that vests entitles the awardee to one share of the Company’s common stock. Gartner will withhold a portion of the common stock to be issued to meet the minimum statutory tax withholding requirements. RSU recipients do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until after actual shares of Gartner 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. In accordance with SFAS No. 123(R), the fair value of these awards is estimated on the date of grant based on the market price of the Company’s common stock and is amortized to compensation expense on a straight-line basis over the service period.

In the first quarter of 2006 the Company granted 474,000 RSUs to its executive officers, with vesting subject to both service and a performance condition (“performance-based RSUs”). The market price of the Company’s common stock was $14.44 on the grant date and the performance condition is tied to Gartner’s 2006 total sales bookings in the Research segment. With respect to the performance condition, the 474,000 RSUs granted represents the target amount, and the number of RSUs that will ultimately vest will be between 0% and 200% of the target amount depending on which performance level is achieved. As of June 30, 2006, the Company continues to estimate that the number of performance-based RSUs that will ultimately vest to be equivalent to the target amount. The performance-based RSUs vest ratably over a four-year period from the vesting commencement date, but are expensed on an accelerated basis as required by SFAS No. 123(R). If the 2006 minimum

performance condition is not met, the performance-based RSUs will expire, and all expense recognized to date would be reversed.

In the second quarter of 2006, the Company awarded 803,000 RSUs to non-executive employees and directors that vest subject to service requirements only (“service-based RSUs”). In accordance with SFAS No. 123(R), the fair value of these awards was estimated on the date of grant based on the market price of the Company’s common stock, which ranged from $13.75 to $14.61. The value of these awards will be amortized as compensation expense on a straight-line basis over the service period. These service-based RSUs vest ratably over a four-year period from the vesting commencement date.

None of the performance-based or service-based RSUs were exercisable as of June 30, 2006, and compensation expense was approximately $1.3 million for the three and six month periods ended June 30, 2006, respectively.

Stock-Based Compensation Expense per Share

The following table presents information on net income and diluted income per share for the three and six months ended June 30, 2006, determined in accordance with SFAS No. 123(R), compared to the pro forma information determined under SFAS 123 for the same periods in 2005 (in thousands, except per share data):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2006				2005				2006				2005
Net income (loss) as reported		$	18,244			$	(819	)		$	26,014			$	(15,526	)
SFAS 123 pro forma adjustments for prior year:
Add: Stock-based compensation expense, net of tax, included in net (loss) as reported		na					122			na					339
Deduct: Pro forma employee compensation cost, net of tax		na					(4,154	)		na					(7,567	)
Net income (loss) including stock compensation expense		$	18,244			$	(4,851	)		$	26,014			$	(22,754	)
Basic loss per share—as reported for prior year period		na				$	(0.01	)		na				$	(0.14	)
Basic income (loss) per share including stock compensation expense		$	0.16			$	(0.04	)		$	0.23			$	(0.20	)
Diluted loss per share—as reported for prior year period		na				$	(0.01	)		na				$	(0.14	)
Diluted income (loss) per share including stock compensation expense		$	0.16			$	(0.04	)		$	0.22			$	(0.20	)

Employee Stock Purchase Plan

In 2002 shareholders approved the 2002 Employee Stock Purchase Plan (the “2002 Plan”) with substantially identical terms as an earlier plan. Under the 2002 Plan, eligible employees are permitted to purchase Gartner common stock through payroll deductions, which may not exceed 10% of an employee’s compensation (or $21,250 in any calendar year), at a price equal to 95% of the common stock price as reported by the NYSE at the end of each offering period. Prior to June 1, 2005, employees could purchase common stock under this program at a price equal to 85% of the common stock price as reported by the NYSE at the beginning or end of each offering period, whichever was lower.

At June 30, 2006, the Company had 2.1 million shares available for purchase under the 2002 Plan, and approximately .1 million shares were issued during the second quarter of 2006. The 2002 Plan is considered non-compensatory under SFAS No. 123(R) and as a result the Company does not record compensation expense from employee purchases. The Company received approximately $1.5 million in cash from exercises under the Plan in the second quarter of 2006.

Note 5 — Segment Information

The Company manages its business in three reportable segments: Research, Consulting, and Events. Research consists primarily of subscription-based research products, access to research inquiry, as well as 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 below, is defined as operating income, excluding certain selling, general and administrative expenses, depreciation, amortization, goodwill impairment, income taxes, META integration charges, and other charges. The accounting policies used by the reportable segments are the same as those used by the Company.

The Company does not identify or allocate assets, including capital expenditures, by operating segment. Accordingly, assets are not reported by segment because the information is not available and is not reviewed in the evaluation of segment performance or in making decisions in the allocation of resources.

The following tables present information about reportable segments (in thousands). The “Other” column includes certain revenues and other expenses (primarily selling, general, and administrative) unallocated to reportable segments, expenses allocated to operations that do not meet the segment reporting quantitative threshold, and other charges. There are no inter-segment revenues.

		Research				Consulting				Events				Other				Consolidated
Three Months Ended June 30, 2006:
Revenues		$	138,321			$	83,663			$	58,599			$	3,510			$	284,093
Gross Contribution			83,913				37,040				26,591				2,861				150,405
Corporate and other expenses																			(119,810	)
Operating income																		$	30,595
Three Months Ended June 30, 2005:
Revenues		$	134,926			$	79,092			$	56,949			$	3,602			$	274,569
Gross Contribution			80,956				31,593				26,754				3,252				142,555
Corporate and other expenses																			(137,417	)
Operating income																		$	5,138
Six Months Ended June 30, 2006:
Revenues		$	275,413			$	159,556			$	73,094			$	6,959			$	515,022
Gross Contribution			168,400				70,866				33,018				5,675				277,959
Corporate and other expenses																			(231,744	)
Operating income																		$	46,215
Six Months Ended June 30, 2005:
Revenues		$	260,122			$	143,102			$	65,004			$	6,165			$	474,393
Gross Contribution			157,972				54,734				30,089				5,424				248,219
Corporate and other expenses																			(253,867	)
Operating (loss)																		$	(5,648	)

Note 6 – Goodwill and Intangible Assets

The changes in the carrying amount of goodwill, by reporting segment, for the six months ended June 30, 2006 are as follows:

		Balance				Goodwill				Currency				Balance
		December 31,				From META				Translation				June 30,
		2005				Acquisition				Adjustments				2006
Research		$	279,500			$	(1,280	)		$	3,975			$	282,195
Consulting			86,086				(172	)			1,017				86,931
Events			36,366				(49	)			82				36,399
Other			2,082				—				—				2,082
Total goodwill		$	404,034			$	(1,501	)		$	5,074			$	407,607

During the second quarter of 2006, the Company reduced recorded goodwill from the META acquisition by $1.2 million. The decrease was related to the release of valuation allowances on deferred tax assets for net operating losses generated by various Meta foreign subsidiaries prior to Gartner’s acquisition of Meta. The Company believes that the losses will survive the acquisition and that the Company will generate sufficient taxable income to utilize the losses prior to their expiration.

During the first quarter of 2006, the Company decreased recorded goodwill from the META acquisition by approximately $0.3 million. The Company reduced deferred revenues by approximately $1.9 million, which was offset by the recording of $1.6 million of additional accruals under EITF 95-3 (See Note 9 — META Purchase Accounting Liabilities), resulting in the $0.3 million decrease.

The following table presents the Company’s intangible assets subject to amortization (in thousands):

		Intellectual				Customer
June 30, 2006		Property				Relationships				Databases				Other				Total
Gross cost		$	14,545			$	7,700			$	3,536			$	1,572			$	27,353
Accumulated amortization			(12,121	)			(1,925	)			(2,947	)			(987	)			(17,980	)
Net		$	2,424			$	5,775			$	589			$	585			$	9,373

		Intellectual				Customer
December 31, 2005		Property				Relationships				Databases				Other				Total
Gross cost		$	14,317			$	7,700			$	3,479			$	1,293			$	26,789
Accumulated amortization			(7,158	)			(1,155	)			(1,739	)			(944	)			(10,996	)
Net		$	7,159			$	6,645			$	1,740			$	349			$	15,793

The Other category includes noncompete agreements and trademarks. Amortization expense for intangibles was $3.4 million for the three month periods ended June 30, 2006 and 2005, and $6.8 million and $3.4 million for the six months ended June 30, 2006 and 2005, respectively. The year-over-year increase was due to intangibles acquired from META on April 1, 2005.

The estimated future amortization expense on purchased intangibles is as follows (in thousands):

2006 (remaining six months)		$	4,153
2007			1,580
2008			1,580
2009			1,580
2010			480
		$	9,373

Note 7 — Other Charges

The Company did not incur any other charges in the first and second quarters of 2006.

During the second quarter of 2005, the Company recorded other charges of $8.2 million. Included in the second quarter charge was $8.5 million of costs related to a reduction of office space and a charge of $0.6 million of expenses incurred in connection with the combination of the Company’s dual class common stock. The Company also recorded a reversal of $0.9 million of other charges that the Company determined would not be paid.

During the first quarter of 2005, the Company recorded other charges of $14.3 million, which included a charge of $10.6 million for costs associated with employee termination severance payments and related benefits. In addition, the Company also recorded other charges of approximately $3.7 million, primarily related to a restructuring of the Company’s international operations.

The following table summarizes the activity related to the liability for restructuring programs and other items recorded as Other Charges (in thousands):

		Workforce				Excess				Asset
		Reduction				Facilities				Impairments
		Costs				Costs				And Other				Total
Accrued liability at December 31, 2004		$	9,268			$	17,175			$	1,498			$	27,941
Charges during six months ended June 30, 2005			9,935				8,270				4,295				22,500
Currency translation and other adjustments			(358	)			(228	)			(1,030	)			(1,616	)
Payments			(12,194	)			(968	)			(4,071	)			(17,233	)
Accrued liability at June 30, 2005			6,651				24,249				692				31,592
Charges during remainder of 2005			767				—				5,910				6,677
Currency translation and other adjustments			(74	)			(355	)			(2	)			(431	)
Payments			(3,753	)			(3,299	)			(6,013	)			(13,065	)
Accrued liability at December 31, 2005			3,591				20,595				587				24,773
Charges during six month ended June 30, 2006			—				—				—				—
Currency translation and other adjustments			(107	)			226				3				122
Payments			(2,268	)			(3,128	)			(138	)			(5,534	)
Accrued liability at June 30, 2006		$	1,216			$	17,693			$	452			$	19,361

The Excess facilities liability as of June 30, 2006 of $17.7 million excludes $4.5 million of additional liability related to interest accretion on the leases. The accreted interest is charged to interest expense in the Condensed Consolidated Statements of Operations.

Costs for excess facilities will be paid as the leases expire, through 2011. The Company expects that the remaining workforce reduction costs and the asset impairments and other liabilities should be paid by December 31, 2006. The Company intends to fund these payments from existing cash.

Note 8 — Investments

The Company recorded non-cash charges of $5.1 million and $0.3 million during the first and second quarters of 2005, respectively, related to the writedown of an investment to its net realizable value. The losses are recorded in Loss from investments, net in the Consolidated Statements of Operations. At June 30, 2006, the Company had approximately $0.2 million of marketable equity securities and other investments.

Note 9 — META Purchase Accounting Liabilities

In connection with the META acquisition the Company recorded certain liabilities in purchase accounting under Emerging Issues Task Force Issue 95-3, “Recognition of Liabilities in Connection with a Purchase Combination” (“EITF 95-3”), for involuntary terminations, lease and contract terminations, and other items. The Company currently expects that the majority of the remaining liabilities to be paid for contract terminations and exit costs should be paid by December 31, 2006, while the lease liabilities will be paid over their respective contract periods through 2012. The Company is uncertain at this time regarding the timing of settlement of the tax contingencies.

The following table provides the activity under EITF 95-3 for the six months ended June 30, 2006 (dollars in thousands):

		Balance				Additional												Currency				Balance
		December 31,				Accruals				Adjustments								Translation				June 30,
		2005				(1)				(2)				Payments				Adjustments				2006
Lease terminations		$	8,536			$	—			$	(614	)		$	(2,673	)		$	20			$	5,269
Severance and benefits			391				—				(44	)			(347	)			—				—
Contract terminations			113				2,192				(13	)			(52	)			—				2,240
Costs to exit activities			421				76				—				(241	)			—				256
Tax contingencies			569				—				—				—				—				569
		$	10,030			$	2,268			$	(671	)		$	(3,313	)		$	20			$	8,334

Adjustments are made to the EITF 95-3 accruals as more information becomes available regarding the META obligations, permitting the Company to make a better estimate of the amount of their ultimate settlement, or the obligations were actually settled in cash for amounts that were different than estimated at the time of the acquisition.

Note 10 — Debt

The Company has a $325.0 million, unsecured five-year credit agreement with a bank group led by JPMorgan Chase Bank, N.A. as administrative agent, consisting of a $200.0 million term loan and a $125.0 million revolving credit facility. The revolving credit facility may be increased up to $175.0 million. As of June 30, 2006, there was $190.0 million outstanding on the term loan and $40.0 million outstanding on the revolving credit facility.

The credit agreement requires the term loan to be repaid in 19 quarterly installments, with the final payment due on June 29, 2010. The revolving credit agreement may be used for loans, and up to $15.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and reborrowed until June 29, 2010, at which time all amounts borrowed must be repaid. The loans bear interest, at the Company’s option, among several alternatives, and the Company has elected to use LIBOR plus a margin; the margin consists of a spread between 1.00% and 1.75%, depending on the Company’s leverage ratio as of the fiscal quarter most recently ended. The Company has elected to use a three-month LIBOR rate for the term loan and a one-month LIBOR rate for the revolver.

The credit agreement contains certain restrictive loan covenants, including, among others, financial covenants requiring a maximum leverage ratio, a minimum fixed charge coverage ratio, and a minimum annualized contract value 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 and make investments. Gartner’s obligations under the credit agreement are guaranteed by Gartner’s U.S. subsidiaries. The credit agreement also contains events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. The occurrence of an event of default will increase the applicable rate of interest by 2.0% and could result in the acceleration of Gartner’s obligations and an obligation of any or all of the guarantors to pay the full amount of Gartner’s obligations under the credit agreement.

In the first quarter of 2006, the Company entered into an amendment to the credit agreement. The amendment modified the definition of consolidated fixed charges to allow Gartner to exclude up to $30.0 million spent on share repurchases during the fourth quarter of 2005 and full year 2006. The amendment also increased the letter of credit facility to $15.0 million and now provides for letters of credit denominated in foreign currencies.

In the first and second quarters of 2006, the Company repaid $3.3 million of the term loan in accordance with the credit agreement terms. As of June 30, 2006, the Company had approximately $81.9 million of borrowing capacity under the revolving credit facility. As of June 30, 2006, the annualized interest rates on the term loan and revolver were 6.75% and 6.60%, respectively, which consist of a three-month LIBOR base rate and one-month LIBOR base rate, respectively, plus a margin of 1.25% on each.

In December 2005 the Company entered into an interest rate swap agreement to hedge the base interest rate risk on the term loan. The effect of the swap is to convert the floating base rate on the term loan to a fixed rate. Under the swap terms, the Company will pay a 4.885% fixed rate and in return will receive a three-month LIBOR rate. The three-month LIBOR rate received on the swap will match the base rate paid on the term loan since both use three-month LIBOR. The swap had an initial notional value of $200.0 million which will decline as payments are made on the term loan so that the amount outstanding

under the term loan and the notional amount of the swap will always be equal. The swap had a notional amount of $190.0 million at June 30, 2006, which was the same as the outstanding amount on the term loan.

The Company accounts for the swap as a cash flow hedge in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 133 requires all derivatives, whether designated as hedges or not, to be recorded on the balance sheet at fair value. Since the swap qualifies as a cash flow hedge under SFAS No. 133, changes in the fair value of the swap will be recorded in other comprehensive income as long as the swap continues to effectively hedge the base interest rate risk on the term loan. Any ineffective portion of changes in the fair value of the hedge will be recorded in earnings. At June 30, 2006, there was no ineffective portion of the hedge as defined under SFAS No. 133. The interest rate swap had a positive fair value of $2.8 million at June 30, 2006, which is recorded in other comprehensive income.

The Company issues letters of credit in the ordinary course of business. At June 30, 2006, the Company had outstanding letters of credit of $3.1 million.

Note 11 — Equity and Stock Programs

Secondary Share Offering and Share Repurchase

In May 2006 the Company’s largest shareholder, Silver Lake Partners, L. P. and certain of its affiliates (“Silver Lake”), completed a secondary offering of 10,925,000 of its Gartner common shares. In conjunction with the secondary offering, in May 2006 the Company repurchased an aggregate of 1,000,000 shares of its common stock directly from Silver Lake at a price of $14.05 per share. The Company paid a total of $14.0 million for these shares, which are included in treasury stock. In addition, the Chairman of the Company’s Board of Directors, James C. Smith, purchased an additional 200,000 shares directly from Silver Lake. After giving affect to the secondary offering, and the purchase by the Company and Mr. Smith, Silver Lake sold an aggregate of 12,125,000 common shares. Prior to the secondary offering, Silver Lake owned approximately 33.1% of the Company’s issued and outstanding common shares. As of June 30, 2006, Silver Lake owned approximately 22.5% of the Company’s issued and outstanding common shares. These transactions did not increase the number of common shares outstanding and the Company did not receive any of the proceeds from the sale of shares by Silver Lake.

Share Repurchase Program

In the fourth quarter of 2005 the Company’s Board of Directors authorized a $100.0 million common share repurchase program. Repurchases under the program will be made from time-to-time through open market purchases and/or block trades. The Company intends to fund the repurchases from cash flow from operations but may also borrow under the Company’s existing credit agreement. Repurchases are subject to the availability of the Company’s common stock, prevailing market conditions, the trading price of the Company’s common stock, and the Company’s financial performance.

In the second quarter of 2006, the Company repurchased 1,390,000 shares for $19.3 million at an average cost of $13.88 per share. Since the inception of this program, the Company has repurchased 3,402,350 shares of its common stock for approximately $46.6 million. Included in these amounts are the repurchase of 1,000,000 shares purchased directly from Silver Lake, as discussed above.

Stock Combination

At the Company’s Annual Meeting on June 29, 2005, Gartner’s shareholders approved the combination of the Company’s Class A Common Stock and Class B Common Stock into a single class of common stock and the elimination of the classification of Gartner’s Board of Directors. Each share of outstanding Class A Common Stock and Class B Common Stock was reclassified into a share of a single class of common stock. The combination had no impact on the total issued and outstanding shares of common stock and did not increase the total number of authorized shares of common stock. A Restated Certificate of Incorporation was approved by the shareholders and filed with the Delaware Secretary of State on July 6, 2005 to effectuate these changes. The new common stock retains the Class A Common Stock’s ticker symbol on the New York Stock Exchange (IT) and the Class B Common Stock was delisted from the Stock Exchange after the effective date.

Note 12 — Defined Benefit Pension Plans

The Company has defined-benefit pension plans in several of its international locations covering approximately 200 individuals which are accounted for in accordance with the requirements of Statement of Financial Accounting Standards No. 87, “Employers’ Accounting for Pensions” (“SFAS No. 87”). Benefits paid under these plans are based on years of service and

employee compensation. None of these plans have plan assets as defined under SFAS No. 87. Net periodic pension expense was $0.7 and $0.6 million in the second quarters of 2006 and 2005, respectively, and $1.5 and $0.9 million for the first six months of 2006 and 2005, respectively.

Note 13 — Contingencies

The Internal Revenue Service (“IRS”) has completed the field work portion of an audit of the Company’s federal income tax returns for tax years ended September 30, 1999, through 2002. In October 2005, the Company received an Examination Report indicating proposed changes that primarily relate to the valuation of intangible assets licensed to a foreign subsidiary and the calculation of payments under a cost sharing arrangement between Gartner Inc. and one of its foreign subsidiaries. Gartner disagrees with the proposed adjustments relating to valuation and the cost sharing arrangement and intends to vigorously dispute this matter through applicable IRS and judicial procedures, as appropriate. However, if the IRS were to ultimately prevail on the issues, it could result in additional taxable income for the years under examination of approximately $130.7 million and an additional federal cash tax liability of approximately $41.0 million. The Company recorded a provision in prior periods based on its estimate of the amount for which the claim will be settled, and no additional amount was booked in the current period. Although the final resolution of the proposed adjustments is uncertain, the Company believes the ultimate disposition of this matter will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations. The IRS has commenced an examination of tax years 2003 and 2004.

On December 23, 2003, Gartner was sued in an action entitled Expert Choice, Inc. v. Gartner, Inc., Docket No. 3:03cv02234, United States District Court for the District of Connecticut. The plaintiff, Expert Choice, Inc., seeks an unspecified amount of damages for claims relating to royalties for the development, licensing, marketing, sale and distribution of certain computer software and methodologies. In January 2004, an arbitration demand was filed against Decision Drivers, Inc., one of the Company’s subsidiaries, and against Gartner, Inc., by Expert Choice. The arbitration demand described the claim as being in excess of $10.0 million, but did not provide further detail. On February 22, 2006, the Company was informed of an offer from Expert Choice’s counsel to settle the matter for $35.0 million. The Company immediately rejected Expert Choice’s settlement offer. The case is currently in the discovery phase. The Company believes that it has meritorious defenses against the claims and continues to vigorously defend the case.

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

The Company has various agreements in which it may be obligated 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 the Company customarily agrees 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 obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of June 30, 2006, the Company is not aware of any indemnification agreements that would require material payments.

ITEM 2. MANAGEMENT’S DISCUSSION 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 first and second quarter operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A also conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our condensed consolidated financial statements and related notes included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2005. 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 subsidiaries.

Forward-Looking Statements

In addition to historical information, this Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” or other words of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Factors That May Affect Future Performance” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2005. 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 also should review carefully any risk factors described in other reports filed by us with the Securities and Exchange Commission.

OVERVIEW

With the convergence of IT and business, technology has become increasingly more important – not just to technology professionals, but also to business executives. We are an independent and objective research and advisory firm that helps IT and business executives use technology to build, guide and grow their enterprises.

We employ a diversified business model that leverages the breadth and depth of our research intellectual capital while enabling us to maintain and grow our market-leading position and brand franchise. Our strategy is to align our resources and our infrastructure to leverage that intellectual capital into additional revenue streams through effective packaging, campaigning and cross-selling of our products and services. Our diversified business model provides multiple entry points and synergies that facilitate increased client spending on our research, consulting and events. A key 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 analysis.

We intend to maintain a balance between (1) pursuing opportunities and applying resources with a strict focus on growing our three core businesses and (2) generating profitability through a streamlined cost structure.

We have three business segments – Research, Consulting and Events:

•

Research provides insight for CIOs, IT professionals, technology providers and the investment community through reports and analyst briefings, access to our industry-leading analysts, as well as peer networking services and membership programs designed specifically for CIOs and other senior executives.

•

Consulting consists primarily of consulting, measurement engagements and strategic advisory services (paid one-day analyst engagements) (“SAS”), which provide assessments of strategy, cost, performance, efficiency and quality focused on the IT industry.

•

Events consists of various symposia, conferences and exhibitions focused on the IT industry.

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

BUSINESS SEGMENT BUSINESS MEASUREMENTS

Research		Contract value represents the value attributable to all of our subscription-related research products that recognize revenue on a ratable basis. Contract value is calculated as the annualized value of all subscription research contracts in effect at a specific point in time, without regard to the duration of the contract.
		Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago.
		Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of clients, who were clients one year earlier, by the total contract value from a year earlier. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both.
		Number of executive program members represents the number of paid participants in our executive programs.
Consulting		Consulting backlog represents future revenue to be derived from consulting, measurement and strategic advisory services engagements.
		Utilization rates represent a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill.
		Billing Rate represents earned billable revenue divided by total billable hours.
		Average annualized revenue per billable headcount represents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the average percentage times the billable hours available for one year.
Events		Number of events represents the total number of hosted events completed during the period.
		Number of attendees represents the number of people who attend events.

EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

There were several actions during the second quarter of 2006 which contributed to our efforts to enhance shareholder value. Our largest shareholder, Silver Lake, completed a secondary offering of 10,925,000 of its Gartner common shares. We believe the secondary offering will increase the liquidity of our stock by making it more attractive to institutional investors, and by generating additional coverage from the analyst community. In conjunction with the secondary offering, we also repurchased 1,000,000 shares of our common stock directly from Silver Lake.

We continued our share repurchase program by reacquiring 390,000 shares of our common stock in the open market during the second quarter of 2006 prior to the secondary offering. This action was part of the $100.0 million share repurchase plan our Board of Directors approved in late 2005, and to date we have acquired 3,402,350 shares of our common stock under this program, including the repurchase from Silver Lake.

On January 1, 2006, we adopted the new accounting rule for stock-based compensation, SFAS No. 123(R), and as a result we are now recording compensation expense for all stock-based compensation awards granted to employees. The Company awards stock-based compensation as an incentive for employees to contribute to our long-term success, and historically the Company issued options and restricted stock. In conjunction with the adoption of SFAS No. 123(R), and as part of our continuing efforts to better align the interests of our employees and our shareholders while reducing costs, we made changes to our stock compensation strategy and have awarded additional types of equity instruments as discussed in Note 4—Stock-Based Compensation in the Notes to the Condensed Consolidated Financial Statements.

We continue our focus on growing revenue in our core Research business segment. Revenue in this segment was up 3% in the second quarter of 2006, to $138.3 million from $134.9 million in the second quarter of 2005, and was up 6% for the first six months of 2006 compared to the prior year period. At June 30, 2006, contract value was up about 2%, to $574.4 million

compared to $564.8 million at June 30, 2005, which was driven by organic growth. At June 30, 2006, our research client retention rate remained strong at 80%. Wallet retention was 90% at June 30, 2006, compared to 92% at June 30, 2005.

Revenue from our Consulting segment was up by 6% in the second quarter of 2006 and 11% for the first half of 2006 compared to the prior year periods. Consulting backlog at June 30, 2006 was down to $100.0 million at June 30, 2006 from $124.8 million at June 30, 2005, and $109.7 million at March 31, 2006, reflecting higher consultant utilization. During the second quarter of 2006, our consultant utilization rate increased to 67%, as compared to 63% during the second quarter of 2005, while the average hourly billing rate and the average annualized revenue per billable headcount also remained strong.

Our Events business continues to deliver strong revenue growth. Our continuing emphasis on managing the Events portfolio to retain successful events and introduce promising new events continues to yield increasing revenue performance. Overall revenues recognized during the first half of 2006 were 12% higher than the prior year, even though the number of events held was the same at 39 for both periods. The increased revenue was primarily due to stronger performances at our on-going Theme events as well as the successful introduction of new events. We have scheduled over 70 events in 2006 compared to the 70 held in 2005.

For the second quarter of 2006 we had net income of $18.2 million, or $0.16 per diluted share, compared to $(0.01) per diluted share for the prior year period. We ended the quarter with $175.2 million of stockholders’ equity, while our cash decreased slightly, from $70.3 million at December 31, 2005, to $69.1 million at June 30, 2006.

Critical Accounting Estimates

The preparation of financial statements requires the application of appropriate accounting policies and the use of estimates. The policies discussed below are considered by management to be critical to an understanding of Gartner’s financial statements because their application requires significant management judgments and estimates. Specific risks for these critical accounting policies are described below.

Revenue recognition — We recognize revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” and SAB No. 104, “Revenue Recognition.” Revenue by significant source is accounted for as follows:

	•		Research revenues are derived from subscription contracts for research products. Revenues from research products are deferred and recognized ratably over the applicable contract term;
	•		Consulting revenues are based primarily on fixed fees or time and materials for discrete projects. Revenues for such projects are recognized as work is delivered and/or services are provided;
	•		Events revenues are deferred and recognized upon the completion of the related symposium, conference or exhibition; and
	•		Other revenues consist primarily of fees from research reprints and software licensing. Reprint fees are recognized when the reprint is shipped. Fees from software licensing are recognized when a signed non-cancelable software license exists, delivery has occurred and collection is probable, and the fees are fixed or determinable.

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 have a 30-day cancellation clause, but have not produced material cancellations to date. 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. For those government contracts that permit termination, we bill the client the full amount billable under the contract but only record a receivable equal to the earned portion of the contract. In addition, we only record deferred revenue on these government contracts when cash is received. Deferred revenues attributable to government contracts were $40.1 million and $41.7 million at June 30, 2006 and December 31, 2005, respectively. In addition, at June 30, 2006 and December 31, 2005, we had not recognized uncollected receivables or deferred revenues, relating to government contracts that permit termination, of $5.4 million and $7.1 million, respectively.

Uncollectible fees receivable — The allowance for losses is composed of a bad debt and a sales and allowance reserve. Provisions are charged against earnings. The measurement of likely and probable losses and the allowance for uncollectible fees receivable 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 material estimates. These valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectibility 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. Total trade receivables at June 30, 2006 were $293.3 million, offset by an allowance for losses of approximately $7.6 million. Total trade receivables at December 31, 2005 were $321.1 million, offset by an allowance for losses of approximately $7.9 million.

Impairment of goodwill and other intangible assets — The evaluation of goodwill is performed in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” This standard requires ongoing annual assessments of goodwill impairment. The evaluation of other intangible assets is performed on a periodic basis. These assessments require management to estimate the fair value of our reporting units based on estimates of future business operations and market and economic conditions in developing long-term forecasts. If we determine that the fair value of any reporting unit is less than its carrying amount, we must recognize an impairment charge, for the associated goodwill of that reporting unit, to earnings in our financial statements. The amount of the impairment is based upon the implied fair value of the reporting unit compared to the carrying amount of goodwill.

Goodwill is evaluated for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger a review for impairment include 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 economic trends, significant decline in our stock price for a sustained period, and our market capitalization relative to net book value.

Due to the numerous variables associated with our judgments and assumptions relating to the valuation of the reporting units and the effects of changes in circumstances affecting these valuations, both the precision and reliability of the resulting estimates are subject to uncertainty, and as additional information becomes known, we may change our estimates.

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

We operate in numerous foreign taxing jurisdictions and our level of operations and profitability in each jurisdiction could have an impact upon the amount of income taxes that we provide in any given year. In addition, our tax filings for various tax years are subject to audit by the tax authorities in jurisdictions where we conduct business. These audits may result in assessments of additional taxes. We have provided for the amounts we believe will ultimately result from these audits. However, resolution of these matters involves uncertainties and there are no assurances that the ultimate resolution will not exceed the amounts provided.

In October 2005 we received an IRS Examination Report showing proposed changes that primarily relate to the valuation of intangible assets licensed to a foreign subsidiary and the calculation of payments under a cost sharing arrangement. See Part II Item 1. Legal Proceedings for additional information.

Accounting for stock-based compensation — On January 1, 2006, we adopted Statement of Financial Accounting Standards 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), as interpreted by SEC Staff Accounting Bulletin No. 107 (“SAB No. 107”). Effective with the adoption of SFAS No. 123(R), the Company is recognizing stock-based compensation expense, which is based on the fair value of the award on the date of grant, ratably over the related service period, net of estimated forfeitures (See Note 4 — Stock-Based Compensation in the Notes to the Condensed Consolidated Financial Statements).

The determination of the fair value of a stock-based compensation award on the date of grant is impacted by a number of factors, including the use of a particular fair value model, the Company’s stock price, and certain assumption regarding highly complex and subjective variables. Included among the variables that impact the fair value of an award are the expected life of the stock compensation award, the Company’s common stock price volatility, and the rate of employee forfeitures. The assumptions used in calculating the fair value of our stock compensation awards represent our 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 to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, future stock compensation expense could be materially different from what has been recorded in the current period.

Contingencies and other loss reserves and accruals — We record accruals for severance costs, lease costs associated with excess facilities, contract terminations and asset impairments as a result of acquisitions and 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. To the extent actual costs differ from those estimates, reserve levels may need to be adjusted. 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. Additionally, we record accruals for estimated incentive compensation costs during each year. Amounts accrued at the end of each reporting period are based on our estimates and may require adjustment as the ultimate amount paid associated with these incentives are sometimes not known until after year-end.

Results of Operations

Overall Results

Total revenues increased 3% in the second quarter of 2006 to $284.1 million compared to $274.6 million for the second quarter of 2005, and increased $40.6 million, or 9%, when comparing the first six months of 2006 to the first six months of 2005, to $515.0 million from $474.4 million. Excluding the effects of foreign currency translation, revenues for the second quarter and year-to-date 2006 would have increased 4% and 10%, respectively. Please refer to the section of this MD&A entitled “Segment Results” for a further discussion of revenues by segment.

Cost of services and product development decreased $3.2 million, or 2%, to $137.3 million in the second quarter of 2006 from $140.5 million in the second quarter of 2005, and increased $6.8 million, or 3%, when comparing the first six months of 2006 with the first six months of 2005. Excluding the effects of foreign currency translation, cost of services and product development would have increased to 4% for the full year, but the 2% quarterly increase would have remained the same. Cost of services and product development decreased 2% for the second quarter of 2006 due to lower salary and benefits costs and reduced expenses for travel. These lower costs were somewhat offset by a charge of $2.6 million for stock-based compensation expense under SFAS No. 123(R), which we adopted on January 1, 2006. As a percentage of sales, cost of services and product development was 48% for the second quarter of 2006 and 51% for the second quarter of 2005.

Cost of services and product development increased 3% for the first six months of 2006 primarily due to charges of $4.0 million for stock-based compensation under SFAS No. 123(R). In addition, the increase also reflects the inclusion of six months of salary and benefit expense for former META employees in 2006 compared to three months in 2005, as well as higher compensation costs related to merit salary increases and higher bonus costs, and higher conference expenses. Cost of services and product development expense for the first six months of 2005 benefited from the reversal of $2.1 million of prior years’ incentive compensation program accruals. For the first six months of 2006 and 2005, cost of services and product development as a percentage of sales was 47% and 50%, respectively.

Selling, general and administrative expenses increased $4.0 million, or 4%, to $106.7 million in the second quarter of 2006 from $102.7 million in the second quarter of 2005. SG&A expenses increased $11.9 million, or 6% to $206.2 million from $194.3 million when comparing the first six months of 2006 to the first six months of 2005. Excluding the effects of foreign currency translation, SG&A expense was the same for the quarter but would have increased by 1 point, to a 7% increase year-over-year, respectively. The increase in SG&A expenses on a year-to-date and quarterly basis resulted primarily from increased investment in our sales organization. We now have 612 sales associates, a 16% increase over the prior year, with 43 added in the second quarter of 2006 and 65 added in the first half of 2006. In addition to higher compensation costs related to the increased sales headcount, SG&A expense was up on a year-to-date basis due to higher sales commissions and increased recruiting and relocation expenses. The increase also reflects charges of approximately $2.6 million for stock-based compensation under SFAS 123(R). These increases were offset to some extent by lower charges for facilities and related costs and lower external consulting charges.

The $4.0 million increase in SG&A expenses on a quarterly basis resulted primarily from increased compensation costs due to the higher sales headcount, as well as increased sales commissions and recruiting and relocation expenses. The increase also reflects quarterly charges of approximately $1.6 million for stock-based compensation under SFAS No. 123(R). Consistent with the year-to-date results, these increases were offset to some extent by lower charges for facilities and related costs and lower external consulting charges. During the first six months of 2005, SG&A expenses benefited by the reversal of $0.8 million of prior year’s incentive compensation program accruals.

Depreciation expense for the second quarter of 2006 decreased 5%, to $6.1 million, compared to $6.4 million for the second quarter 2005 and decreased 6% when comparing the first six months of 2006 to the first six months of 2005. The reduction is due to a decline in capital spending.

Amortization of intangibles was $3.4 million for both the second quarters of 2006 and 2005. Amortization of intangibles during the first six months of 2006 as compared to the same period in 2005 increased to $6.8 million from $3.4 million. The increase was due to the acquisition of intangibles acquired from META on April 1, 2005.

Meta Integration Charges were zero and $1.5 million for the three and six months ended June 30, 2006, respectively, and $8.2 million and $11.6 million for the same periods of 2005. These expenses relate primarily to severance, and for consulting, accounting, and tax services.

Other Charges were zero for the three and six months ended June 30, 2006. For the six months ended June 30, 2005, we recorded $22.5 million of other charges, with $8.2 million recorded in the second quarter, primarily related to a reduction of office space. Other charges were $14.3 million in the first quarter of 2005, and included in the charge was $10.6 million for costs associated with employee severance payments and related benefits and $3.7 million primarily related to a restructuring of the Company’s international operations.

Loss from Investments, Net was $5.1 million and $0.3 million in the first and second quarters of 2005, respectively, due to the writedown of an investment to its net realizable value. The investment was subsequently sold in the third quarter of 2005 at book value.

Interest Expense, Net was $4.5 million and $3.3 million for the three months ended June 30, 2006 and 2005, respectively, and $8.8 million and $4.7 million for the six months ended June 30, 2006 and 2005, respectively. The increases are due to higher interest expense on our debt, and to a lesser extent an increase in the accretion on our excess facilities liabilities.

The increased interest expense on our debt was driven by both increased amounts of debt outstanding and higher rates. In the second quarter of 2005 we borrowed an additional $67.0 million related to the acquisition of META. In addition, the weighted-average interest rate on our debt rose to 6.45% in the first quarter of 2006 from 4.00% in the first quarter of 2005, and to 6.40% in the second quarter of 2006 compared to 4.59% in the second quarter of 2005.

Other Income (Expense), Net for the second quarter and first six months of 2006 and 2005 consists primarily of net foreign currency exchange gains and losses.

Provision (Benefit) for Income Taxes was $8.0 million for the second quarter of 2006 compared to a provision of $0.3 million for the second quarter of 2005. The effective tax rate was 30.6% for the second quarter of 2006 and (63.5%) for the second quarter of 2005. The effective tax rate for the second quarter of 2005 includes the effect of certain non-deductible expenses, which resulted in recording tax expense on a book pre-tax loss. Non-deductible charges did not have a significant impact on the effective tax rate for the second quarter of 2006.

Excluding the impact of SFAS No. 123(R), amortization of certain intangibles acquired as part of the META acquisition and various META integration charges, the effective tax rate was 31.2% and 30.2% for the quarter to date and year to date ended June 2006, respectively. Excluding the impact of the amortization of certain intangibles acquired as part of the META acquisition, various META integration charges and certain one-time charges for facility closures and capital asset impairments, the effective tax rate was 33.2% for both the quarter to date and year to date ended June 2005. The lower effective tax rate in 2006 as compared to 2005 primarily relates to a favorable earnings mix between higher and lower tax jurisdictions.

SEGMENT RESULTS

We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income excluding certain selling, general and administrative expenses, depreciation, amortization of intangibles and other charges. Gross contribution margin is defined as gross contribution as a percentage of revenues.

The first quarter of 2005 did not contain results related to META, as the transaction closed on April 1, 2005. This has an impact on the comparability of the two six month periods ended June 30, 2006 and 2005 discussed herein. Because META has been completely integrated into Gartner, it is increasingly difficult to approximate the first quarter and year-to-date 2006 impact on our results from the acquisition. We have now transacted on almost all of the META research contracts that were in force at the time of acquisition. As we transacted upon those contracts, those that we retained were transitioned to Gartner products, making it difficult to discern the impact on 2006 revenues. Additionally, the consultants that joined Gartner from META have been fully integrated and work on Gartner solutions, and there were no Events in the first or second quarters of 2006 that related to META.

Research

Revenue in our Research business was up 3% in the second quarter of 2006, to $138.3 million, from $134.9 million in the second quarter of 2005, driven mainly by growth in our Executive Programs. Foreign currency had an immaterial impact on revenue for the second quarter of 2006. For the six months ended June 30, 2006, Research revenues increased $15.3 million, or 6%, to $275.4 million compared to $260.1 million for the same period of 2005. Revenue for the year-to-date period was up approximately 7% excluding the impact of foreign currency. The year-over-year increase is primarily due to the acquisition of META and growth in our Executive Programs.

At June 30, 2006, our research client retention rate remained strong, at 80%, the same rate as of June 30, 2005, but up 1 point from the 79% at March 31, 2006. Wallet retention was down slightly compared to the prior year, to 90% at June 30, 2006 from 92% at June 30, 2005. Our Executive Program membership was 3,451 at June 30, 2006 compared to 3,297 at June 30, 2005, a 5% increase.

Research gross contribution of $83.9 million for the second quarter of 2006 increased 4% from $81.0 million for the second quarter of 2005, while gross contribution margin for the second quarter of 2006 increased 1 point, to 61% from 60% in the prior year period. For the six months ended June 30, 2006, gross contribution increased to $168.4 million, from $158.0 million in the comparable prior year period, a 7% increase, while the contribution margin was 61% for both year-to-date periods. The year-over-year contribution margin remained flat due to the impact of SFAS No. 123(R). For the three months and six months ended June 30, 2006, SFAS No. 123(R) decreased gross contribution margin in the Research segment by 1 point.

At June 30, 2006, contract value was $574.4 million, up 2% from $564.8 million at June 30, 2005. The increase was driven by organic growth, primarily in our Executive Programs.

Consulting

Consulting revenues increased 6% to $83.7 million for the second quarter of 2006 and increased 11% to $159.6 million for the first six months of 2006 as compared to the same periods of 2005. Excluding the impact of foreign currency translation, revenues for the second quarter and six months 2006 were up 6% and 13%, respectively. The quarterly and year-over-year increases in revenues were due to META and organic growth. Billable headcount was down, to 513 at June 30, 2006, compared to 538 at June 30, 2005, a 5% decrease.

Consulting gross contribution of $37.0 million for the second quarter of 2006 increased 17% from $31.6 million for the second quarter of 2005, while contribution margin for the second quarter of 2006 increased to 44% from 40% in the prior year quarter. Gross contribution of $70.9 million for the first six months of 2006 increased 29% from $54.7 million for the same period of 2005, while contribution margin increased to 44% in 2006 from 38% in the prior year. The increase in gross contribution margin for both the quarter and year-to-date periods was driven by higher profitability per engagement, with improved productivity across all regions and practices. The impact of SFAS No. 123(R), which we adopted on January 1, 2006, decreased gross contribution margin in the Consulting segment for the three months and six months ended June 30, 2006 by approximately 1 point.

Higher profitability per engagement in turn was driven by significantly improved utilization in our core consulting area as well as stronger billing rates. The consultant utilization rate was 67% for the three and six month periods ended June 30, 2006 compared to 64% and 63% for the same periods in the prior year, respectively. The billing rate remained at over $300 per hour for both the second quarter of 2006 and for the first six months of 2006. Our average annualized revenue per billable headcount was approximately $412,000 for the first half of 2006 compared to $378,000 for the prior year period, approximately a 9% increase.

Consulting backlog, which represents future revenues to be recognized from in-process consulting, measurement and SAS, was $100.00 million compared to $124.8 million at June 30, 2005. Higher productivity resulted in increased revenue recognition in the current period and a decline in expected revenues from the backlog. The Company anticipated the decline in backlog due to the higher levels of productivity with the Consulting segment.

Events

Events revenues during the second quarter of 2006 were up 3%, rising to $58.6 million from $56.9 million. The increase was due to a 6% improvement in revenue from our on-going events, which in turn was driven by strong attendee and sponsorship revenue. The improved attendee revenue was due to both price and volume increases. Foreign exchange had an immaterial

impact on revenue. We held 33 events in the second quarter of 2006 compared to 34 in the prior year. We have scheduled over 70 events in 2006 as compared to the 70 we held in 2005.

For the six months ended June 30, 2006, Events revenues increased 12%, to $73.1 million compared to $65.0 million for the same period of 2005, with 39 events held in both periods. The increased revenue was primarily due to the strength of our on-going events, which were up 9%, reflecting underlying strength in our summit events as well as the addition of new events in 2006 that had higher revenues than the events that were eliminated. The impact of foreign currency translation on Events revenues was immaterial to both the second quarter and year-to-date periods of 2006.

Gross contribution was $26.6 million, or 45% of revenues, for the second quarter of 2006, compared to $26.8 million, or 47% of revenues, for the second quarter of 2005. The 2 point decrease in gross contribution margin was mainly due to a shift in the mix of events and some softness in our Vision events. Gross contribution of $33.0 million for the first six months of 2006 increased from $30.1 million compared to 2005, although gross contribution margin declined by 1 point, to 45% from 46%. The decrease in gross contribution margin was primarily due to a change in the mix of events. Attendance at events was 18,131 for the six month period ended June 30, 2006, compared to 16,099 in the comparable prior year period, a 12.6% increase.

Liquidity and Capital Resources

Cash provided by operating activities totaled $33.0 million for the six months ended June 30, 2006, compared to $14.0 million for the six months ended June 30, 2005. The increase in cash flow from operating activities of $19.0 million was primarily due to an increase in cash from operations and lower cash payments for severance and other charges. In addition, the improved operating cash flow also reflects one-time payments related to the integration of META in 2005, which were not repeated in the current year.

Cash used in investing activities was $8.2 million for the first six months of 2006 compared to $167.1 million in the prior year period. The decrease in cash used was primarily due to the expenditure of $159.8 million for the acquisition of META in the prior year period. Capital expenditures of $8.0 million were up about $0.7 million over the prior year period. .

Cash used by financing activities totaled $28.0 million for the six months ended June 30, 2006, compared to $67.6 million of cash provided in the six months ended June 30, 2005. The decline in cash provided was primarily due to the refinancing and borrowing of additional debt in the prior year period, which was related to the META acquisition. The decline was also due to the repurchase in 2006 of $37.0 million of our common stock under our $100.0 million stock repurchase program. These items were partially offset by an increase in proceeds from issued for stock plans during the first half of 2006 to $22.1 million, as well as $3.7 million in excess tax benefits from stock-based compensation awards under SFAS No. 123(R).

The $22.1 million of proceeds from stock issued for stock plans during the first half of 2006 compared to $9.5 million during the same period in the prior year. The increase was a result of our higher stock price during the first half of 2006 as compared to 2005, which resulted in more stock option exercises by employees in 2006.

Obligations and Commitments

We have a $325.0 million, unsecured five-year credit agreement with a bank group led by JPMorgan Chase Bank, N.A. as administrative agent, consisting of a $200.0 million term loan and a $125.0 million revolving credit facility. The revolving credit facility may be increased up to $175.0 million. The credit agreement requires the term loan to be repaid in 19 quarterly installments, with the final payment due on June 29, 2010. The revolving credit agreement may be used for loans, and up to $15.0 million may be used for letters of credit. The revolving loans may be borrowed, repaid and reborrowed until June 29, 2010, at which time all amounts borrowed must be repaid. As of June 30, 2006, there was $190.0 million outstanding on the term loan and $40.0 million outstanding on the revolving credit facility.

The loans bear interest, at the Company’s option, among several alternatives, and we have elected to use LIBOR plus a margin; the margin consists of a spread between 1.00% and 1.75%, depending on the Company’s leverage ratio as of the fiscal quarter most recently ended. The Company has elected to use a three-month LIBOR rate for the term loan and a one-month LIBOR rate for the revolver. On June 30, 2006, the annualized interest rates on the term loan and revolver were 6.75% and 6.60%, respectively. The Company has an interest rate swap agreement to hedge the base interest rate risk on the term loan. The effect of the swap is to convert the floating base rate on the term loan to a fixed rate.

Off-Balance Sheet Arrangements

Through June 30, 2006, we have not entered into any off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

BUSINESS AND TRENDS

Our quarterly and annual revenue, operating income, and cash flow fluctuate as a result of many factors, including the timing of the execution of research contracts, the timing of Symposia and other events, as well as the extent of completion of consulting engagements, the amount of new business generated, the mix of domestic and international business, 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. 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.

Factors That May Affect Future Performance.

We operate in a very 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 the economy. The following section discusses many, but not all, of these risks and uncertainties.

Risks related to our business

Our operating results could be negatively impacted if the IT industry experiences an economic down cycle.

Our revenues and results of operations are influenced by economic conditions in general and more particularly by business conditions in the IT industry. A general economic downturn or recession, anywhere in the world, could negatively affect demand for our products and services and may substantially reduce existing and potential client information technology-related budgets. Such a downturn could materially and adversely affect our business, financial condition and results of operations, including the ability to: maintain client retention, wallet retention and consulting utilization rates, and achieve contract value and consulting backlog.

We face significant competition and our failure to compete successfully could materially adversely affect our results of operations and financial condition.

We face direct competition from a significant number of independent providers of information products and services, including information that can be found 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, additional 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. However, we believe the breadth and depth of our research assets position us well versus our competition. 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 introduce the new products and services that we need to remain competitive.

The market for our products and services is characterized by rapidly changing needs for information and analysis. To maintain our competitive position, we must continue to enhance and approve our products and services, develop or acquire new 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 or 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 53% and 54% of our revenues for 2005 and 2004, respectively, and 53% and 55% of our revenues for the first six months of 2006 and 2005, respectively. If we are not able to renew at historical rates, and do not generate new sales in an amount sufficient to account for the shortfall arising from a decrease in renewals, our revenues will be negatively affected.

Our research subscription agreements have terms that generally range from twelve to thirty months. 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 implement our strategy to realign our business to client needs, we may shift the type and pricing of our products which may impact client renewal rates. While research client retention rates were 81% and 80% at December 31, 2005 and 2004, respectively, and 80% at June 30, 2006 and 2005, respectively, there can be no guarantee that we will continue to maintain this rate of client renewals.

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.

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 30% and 29% of our revenues for 2005 and 2004, respectively, and 31% and 30% of our revenues for the first six months of 2006 and 2005, respectively. These 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 if we are unable to obtain desirable dates and locations.

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, economic slowdowns, terrorist attacks, natural disasters and other world events impacting the global economy, the occurrence of any of which could negatively impact the success of the event.

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, and our 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, expend additional sums to protect the 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 materially and adversely impacted.

Our international operations expose us to a variety of risks which could negatively impact our future revenue and growth.

Approximately 40% of our revenues for 2005 and 38% of our revenues for the first six months of 2006 were derived from sales outside of North America. As a result, our operating results are subject to the risks inherent in international business activities, including general political and economic conditions in each country, changes in foreign currency exchange rates, 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, different or overlapping tax structures, higher levels of United States taxation on foreign income, 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.

The costs of servicing our outstanding debt obligations could impair our future operating results.

We have a $200.0 million term loan as well as a $125.0 million revolving credit facility. The affirmative, negative and financial covenants of the credit facility could limit our future financial flexibility. The associated debt service costs of these facilities 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.

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, patent, 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 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, there is no assurance that we will be successful in our efforts to enforce the non-compete provision.

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, including our acquisition of META that we completed on April 1, 2005. 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 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.

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, 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, results of operations or financial position could be materially adversely affected.

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, 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, which typically occurs in the fourth calendar quarter, the extent of completion of consulting engagements, the timing of symposia and other events, which also occur to a greater extent in the fourth calendar quarter, the amount of new business generated, the mix of domestic and international business, 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. If this occurs, the price of our stock would likely decline.

Interests of certain of our significant stockholders may conflict with yours.

Silver Lake owns approximately 22.5% of our common stock as of June 30, 2006. Silver Lake is restricted from purchasing additional stock without our consent pursuant to the terms of a Securityholders Agreement. This Securityholders Agreement also provides that we cannot take certain actions, including acquisitions and sales of stock and/or assets, without Silver Lake’s consent. Additionally, ValueAct Capital Master Fund L.P. (“ValueAct”) owns approximately 16.3% of our common stock as of June 30, 2006. While neither Silver Lake nor ValueAct individually holds a majority of our outstanding shares, they may be able, either individually or together, to exercise significant influence over matters requiring stockholder approval, including the election of directors and the approval of mergers, consolidations and sales of our assets. Their interests may differ from the interests of other stockholders. Additionally, representatives of Silver Lake and ValueAct in the aggregate presently hold three seats on our Board of Directors.

Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

The trading prices of our common stock could be subject to significant fluctuations in response to, among other factors, variations in operating results, developments in the industries in which we do business, general economic conditions, changes in securities analysts’ recommendations regarding our securities and our performance relative to securities analysts’ expectations for any quarterly period. Such volatility 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. As of June 30, 2006, the aggregate number of shares of our common stock issuable pursuant to outstanding grants awarded under these plans was approximately 17.8 million shares (approximately 11.1 million of which have vested). In addition, approximately 8.6 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, except for any shares held by an affiliate (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.

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;
	•		a preferred shares rights agreement; 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.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2006 the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement 109” (“Interpretation No. 48”). The rule clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. The effective date for Interpretation No. 48 is for fiscal years beginning after December 15, 2006. The Company is currently analyzing the impact, if any, the rule will have on our results of operations, financial position, and cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of June 30, 2006, we have exposure to changes in interest rates since we had $230.0 million outstanding on our unsecured credit agreement with JPMorgan Chase Bank, N.A., with $190.0 million outstanding on the term loan and $40.0 million outstanding on the revolver. Under the credit agreement, the interest rate on our borrowings is LIBOR plus an additional 100 to 175 basis points. During the fourth quarter of 2005 we entered into an interest rate swap contract which effectively converts the floating base interest rate on the term loan to a fixed rate. Accordingly, the base interest rate risk on the term loan has been eliminated, but we are still exposed to interest rate risk on the revolver. A 25 basis point increase or decrease in interest rates would have an approximate $0.3 million pre-tax annual effect under the revolver when fully utilized.

Investment Risk

We are exposed to market risk as it relates to changes in the market value of our equity investments. As of June 30, 2006, we had investments in marketable equity securities and other investments of $0.2 million (see Note 8 — Investments in the Notes to the Condensed Consolidated Financial Statements). If there were a 100% adverse change in the value of our equity portfolio as of June 30, 2006, this would result in a non-cash impairment charge of approximately $0.2 million.

Foreign Currency Exchange Risk

We face two risks related to foreign currency exchange: translation risk and transaction risk. Amounts invested in our foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss), net in the stockholders’ equity section of the Condensed Consolidated Balance Sheets. Our foreign subsidiaries generally collect revenues and pay expenses in currencies other than the United States dollar. Since the functional currencies of our foreign operations are generally denominated in the local currency of our subsidiaries, the foreign currency translation adjustments are reflected as a component of stockholders’ equity and do not impact operating results. Revenues and expenses in foreign currencies translate into higher or lower revenues and expenses in U.S. dollars as the U.S. dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may affect our consolidated revenues and expenses (as expressed in U.S. dollars) from foreign operations. Currency transaction gains or losses arising from transactions in currencies other than the functional currency are included in results of operations.

From time to time we enter into foreign currency forward contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates. Foreign currency forward contracts are reflected at fair value with unrealized and realized gains and losses recorded currently in earnings. At June 30, 2006, we had nine foreign currency

forward contracts outstanding with a total notional amount of approximately $44.0 million with an immaterial net unrealized loss. All of these contracts matured by the end of July 2006.

ITEM 4. CONTROLS AND PROCEDURES

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

Management conducted an evaluation, as of June 30, 2006, of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed under the Act.

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

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Internal Revenue Service (“IRS”) has completed the field work portion of an audit of our federal income tax returns for tax years ended September 30, 1999, through 2002. In October 2005, we received an Examination Report indicating proposed changes that primarily relate to the valuation of intangible assets licensed to a foreign subsidiary and the calculation of payments under a cost sharing arrangement between Gartner Inc. and one of its foreign subsidiaries. Gartner disagrees with the proposed adjustments relating to valuation and the cost sharing arrangement and intends to vigorously dispute this matter through applicable IRS and judicial procedures, as appropriate. However, if the IRS were to ultimately prevail on the issues, it could result in additional taxable income for the years under examination of approximately $130.7 million and an additional federal cash tax liability of approximately $41.0 million. The Company recorded a provision in prior periods based on our estimate of the amount for which the claim will be settled, and no additional amount was booked in the current period. Although the final resolution of the proposed adjustments is uncertain, we believe the ultimate disposition of this matter will not have a material adverse effect on our consolidated financial position, cash flows, or results of operations. The IRS has commenced an examination of tax years 2003 and 2004.

On December 23, 2003, Gartner was sued in an action entitled Expert Choice, Inc. v. Gartner, Inc., Docket No. 3:03cv02234, United States District Court for the District of Connecticut. The plaintiff, Expert Choice, Inc., seeks an unspecified amount of damages for claims relating to royalties for the development, licensing, marketing, sale and distribution of certain computer software and methodologies. In January 2004, an arbitration demand was filed against Decision Drivers, Inc., one of our subsidiaries, and against Gartner, Inc., by Expert Choice. The arbitration demand described the claim as being in excess of $10.0 million, but did not provide further detail. On February 22, 2006, we were informed of an offer from Expert Choice’s counsel to settle the matter for $35.0 million. We immediately rejected Expert Choice’s settlement offer. The case is currently in the discovery phase. We believe we have meritorious defenses against the claims and we continue to vigorously defend the case.

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

ITEM 1A. RISK FACTORS

A restated description of the risk factors associated with our business is included under “Factors that May Affect Future Performance” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contained in Item 2 of Part I of this report. This description includes any material changes to and supersedes the description of the risk factors associated with our business previously disclosed in Part I, Item 1A of our 2005 Annual Report on Form 10-K and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and is incorporated herein by reference.

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

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

Issuer Purchases of Equity Securities

In May 2006 the Company’s largest shareholder, Silver Lake Partners, L. P. and certain of its affiliates (“Silver Lake”), completed a secondary offering of 10,925,000 of its Gartner common shares. In conjunction with the secondary offering, in May 2006 the Company repurchased an aggregate of 1,000,000 shares of its common stock directly from Silver Lake at a price of $14.05 per share. The Company paid a total of $14.0 million for these shares, which are included in treasury stock. In addition, the Chairman of the Company’s Board of Directors, James C. Smith, purchased an additional 200,000 shares directly from Silver Lake. After giving affect to the secondary offering, and the purchase by the Company and Mr. Smith, Silver Lake sold an aggregate of 12,125,000 common shares. Prior to the secondary offering, Silver Lake owned approximately 33.1% of the Company’s issued and outstanding common shares. As of June 30, 2006, Silver Lake owned approximately 22.5% of the Company’s issued and outstanding common shares. These transactions did not increase the number of common shares outstanding and the Company did not receive any of the proceeds from the sale of shares by Silver Lake.

In the fourth quarter of Calendar 2005, our Board of Directors authorized a $100.0 million common share repurchase program. The table below, which includes the shares repurchased directly from Silver Lake, provides detail related to repurchases of our common stock for treasury during the first two quarters of 2006:

										Approximate
										Dollar Value of
										Shares that
										may yet be
										Purchased
										Under our
										Share
		Total Number								Repurchase
		of Shares				Average Price				Program
Period		Purchased				Paid Per Share				(in thousands)
2006
January			358,700			$	13.41
February			310,200				13.99
March			505,650				14.03
Total			1,174,550			$	13.83
April			373,600			$	13.41
May			1,016,400				14.06
June			—				—
Total			1,390,000			$	13.88			$	53,390

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 2006 Annual Meeting of Stockholders of Gartner, Inc. was held on June 8, 2006. A total of 114,113,642 shares of our common stock were present or represented by proxy at the meeting. This represented 97.17% of our common stock outstanding. The following matters were voted on and approved:

1. Proposal 1 — Election of Directors to a one year term:

Name		Votes For				Votes Withheld
Michael J. Bingle			108,066,428				2,821,672
Richard J. Bressler			110,404,136				483,964
Anne Sutherland Fuchs			110,140,607				747,493
William O. Grabe			108,473,946				2,414,154
John R. Joyce			108,610,938				2,277,162
Eugene A. Hall			110,268,950				619,150
Max D. Hopper			109,633,367				1,254,733
Stephen G. Pagliuca			107,950,843				2,937,257
James C. Smith			110,359,995				528,105
Jeffrey W. Ubben			108,349,628				2,538,472
Maynard G. Webb, Jr.			108,346,847				2,541,253

2. Proposal 2 — Ratify Selection of KPMG LLP as independent registered public accounting firm for fiscal 2006: 109,577,804 for, 1,285,002 against and 25,293 abstain.

ITEM 6. EXHIBITS

(a) Exhibits

EXHIBIT
NUMBER		DESCRIPTION OF DOCUMENT
31.1		Certification of chief executive officer under Rule 13a – 14(a)/15d-14(a) of the Exchange Act.
31.2		Certification of chief financial officer under Rule 13a – 14(a)/15d-14(a) of the Exchange Act.
32		Certification under 18 U.S.C. Section 1350.

Items 3 and 5 of Part II are not applicable and have been omitted.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.