GARTNER INC - 10-K Annual Report

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

FORM 10-K

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

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002

OR

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

COMMISSION FILE NUMBER 0-14443

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 06904-2212
56 TOP GALLANT ROAD (Zip Code)
STAMFORD, CT
(Address of principal executive offices)

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

Securities Registered Pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Act:
None.

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 X NO
--- ---

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

The aggregate market value of the voting stock held by persons other than those
who may be deemed affiliates of the Registrant, as of November 29, 2002, was
approximately $794.1 million. This calculation does not reflect a determination
that persons are affiliates for any other purposes.

The number of shares outstanding of the Registrant's capital stock as of
November 29, 2002 was 51,747,492 shares of Common Stock, Class A and 30,189,028
shares of Common Stock, Class B.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the 2003 Annual Meeting of
Stockholders of the Registrant currently scheduled to be held on February 13,
2003 are incorporated by reference into Part III of this Report.

GARTNER, INC.
2002 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS

PART I

Item 1. Business 3
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters 5
Item 6. Selected Consolidated Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 7a. Quantitative and Qualitative Disclosures about Market Risk 20
Item 8. Consolidated Financial Statements and Supplementary Data 21
Item 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure 21

PART III

Item 10. Directors and Executive Officers of the Registrant 21
Item 11. Executive Compensation 21
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 21
Item 13. Certain Relationships and Related Transactions 21
Item 14. Controls and Procedures 21

PART IV

Item 15. Exhibits, Consolidated Financial Statement Schedule and Reports
on Form 8-K 22
Report by Management 26
Independent Auditors' Report 27
Consolidated Balance Sheets 28
Consolidated Statements of Operations 29
Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss) 30
Consolidated Statements of Cash Flows 32
Notes to Consolidated Financial Statements 33
Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to
Section 302 of the Sarbanes - Oxley Act of 2002 59
Independent Auditors' Report on Consolidated Financial Statement Schedule 61
Schedule II - Valuation and Qualifying Accounts 63

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PART I

ITEM 1. BUSINESS.

GENERAL

Gartner, Inc., founded in 1979, is a leading independent provider of research
and analysis on information technology, computer hardware, software,
communications and related technology industries ("the IT industry"). We provide
comprehensive coverage of the IT industry to approximately 10,000 client
organizations. We are organized into three business segments: research,
consulting and events.

o RESEARCH products and services highlight industry developments, review new
products and technologies, provide quantitative market research, and
analyze industry trends within a particular technology or market sector.

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

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

MARKET OVERVIEW

In today's dynamic IT marketplace, vendors continually introduce new products
with a wide variety of standards and shorter life cycles. The users of
technology - almost all organizations - must keep abreast of these new
developments, and make major financial commitments to new IT systems and
products. To plan and purchase effectively, these users of technology need
independent, objective third-party research and consultative services.

While the pace of IT investments has slowed significantly, we believe that
technology accounts for a significant portion of all capital spending. The
intense scrutiny on technology spending ensures our products and services remain
necessary in the current economy because clients still need value-added,
independent and objective research and analysis of the IT market.

MARKET LEADERSHIP. We are a leading provider of independent and objective
research and analysis of the IT industry, and a source of insight about
technology acquisition and deployment. Our global research community provides
provocative thought leadership. We employ more research analysts than any
competitor. Hundreds of our experienced consultants combine our objective,
independent research with a practical, sought-after business perspective focused
on the IT industry. Our events are among the world's largest of their kind:
gathering highly qualified audiences of senior business executives, IT
professionals, purchasers and vendors of IT products and services.

PRODUCTS AND SERVICES

Our principal products and services are Research, Consulting and Events.

o RESEARCH. We devote an experienced research team to significant IT product
categories. Our staff researches, publishes reports and responds to
telephone and e-mail inquiries from clients. Clients receive information
through a number of electronic delivery formats - primarily gartner.com -
as well as CD-ROM and print media. Most clients purchase annually renewable
subscription contracts for our research products. Our research products
include highlights of industry developments and trends, new product and
technology evaluations, quantitative market research, and comparative
analysis of an individual organization's IT operations. We also provide
clients with IT trends and vendor strategies, statistical analysis, growth
projections, and market share rankings of suppliers and vendors. This
information is useful to IT manufacturers and the financial community; it
also helps business leaders formulate, implement and execute their growth
strategies. Our research products and services include our core research
business, Dataquest, Gartner Executive Programs ("EXP") and GartnerG2.
Dataquest helps IT and telecom vendors and investors formulate product and
investment plans, evaluate competition, assess market position, and define
future strategies. Gartner EXP is a program for CIO's and other senior IT
executives, offering concierge-level service and a personalized research
program. GartnerG2 is an advisory service that helps business leaders and
strategists drive business growth and manage technology's impact on
business models and processes.

o CONSULTING. Our consulting staff provides customized project consulting on
the delivery, deployment and management of high-tech products and services.
We offer consulting through eight specialized practices: Enterprise
Solutions, IT Strategy & Management, Architecture & Technology, Human
Capital Management, Strategic Sourcing, Market & Business Strategies,
Public Sector and General Advisory Services. Our measurement services
provide performance management, benchmarking, continuous improvement and
best practices services. SAS engagements, performed by Gartner research
analysts, provide a customized assessment of the client's specific business
requirements.

o EVENTS. Gartner Events include symposia, conferences, and exhibitions that
provide comprehensive coverage of IT issues and forecasts of key IT
industry segments. Our flagship event is Symposia/ITxpo, which is held
twice a year across the world. Fall

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Symposium/ITxpo typically takes place in Orlando, Florida; Cannes, France;
Tokyo, Japan; and Sydney, Australia. Spring Symposium/ITxpo typically takes
place in San Diego, California; Florence, Italy; and Johannesburg, South
Africa. Throughout the year, we sponsor other conferences, seminars and
briefings throughout the world. Our events provide premier educational and
networking opportunities for top IT decision-makers and technology
providers.

COMPETITION

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

o high quality, independence and objectivity of our research and analysis;

o multi-faceted expertise across the IT industry and its technologies, both
legacy and emerging;

o our position as a research company with broad consulting capabilities, and
a consulting firm with research analysts;

o timely delivery of information;

o the ability to offer products that meet changing market needs at
competitive prices; and

o superior customer service.

We believe we compete favorably with respect to each of these factors.

We face competition from a significant number of independent providers of
information products and services. We compete indirectly against consulting
firms and other information providers, including electronic and print media
companies. These indirect competitors could choose to compete directly with us
in the future. Limited barriers to entry exist in the markets in which we do
business. As a result, new competitors may emerge and existing competitors may
start to provide additional or complementary services. Increased competition may
result in us losing market share, diminished value in our products and services,
reduced pricing and increased sales and marketing expenditures.

RESEARCH AND INNOVATION

We are committed to developing leading-edge ideas. We believe that research and
innovation have been major factors in our success and will help us continue to
grow in the future. We use our research to help create, commercialize and
disseminate innovative technology-related research and analysis. Our research,
consulting and events are designed to generate early insights into how
technology can be used to create business solutions for our clients and to
develop business strategies with significant value.

INTELLECTUAL PROPERTY

Our success has resulted in part from proprietary methodologies, software,
reusable knowledge capital and other intellectual property rights. We rely on a
combination of copyright, patent, trademark, trade secret, confidentiality,
non-compete and other contractual provisions to protect our intellectual
property rights. We have policies related to confidentiality and ownership and
to the use and protection of Gartner's intellectual property, and we also enter
into agreements with our employees as appropriate.

We recognize the value of intellectual property in the new marketplace and
vigorously create and protect our intellectual property. We will continue to
vigorously identify, create and protect our intellectual property.

EMPLOYEES

As of September 30, 2002, we had 4,039 employees, of which 769 employees were
located at our headquarters in Stamford, Connecticut; 1,867 were located at our
other facilities in the United States; and 1,403 were located outside of the
United States. None of our employees is represented by a private
non-governmental collective bargaining arrangement. We have experienced no work
stoppages and consider our relations with employees to be favorable. On October
30, 2002, we announced that we expect to make moderate reductions to our
workforce as we continue to align our business resources with revenue
expectations.

ITEM 2. PROPERTIES.

Our headquarters is located in approximately 224,000 square feet of leased
office space in four buildings located in Stamford, CT. These facilities
accommodate research and analysis, marketing, sales, client support, production
and corporate administration. The leases on these facilities expire in 2010. We
have a significant presence in the United Kingdom with approximately 82,000
square feet of leased office space in two buildings located in Egham, UK. We
have 36 domestic and 45 international locations that support our research and
analysis, domestic and international sales efforts and other functions. We
believe that our existing facilities and leases are adequate for our current
needs.

4

ITEM 3. LEGAL PROCEEDINGS.

We are involved in legal proceedings and litigation arising in the ordinary
course of business. We believe the outcome of all current 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

We did not submit any matter to a vote of our stockholders during the fourth
quarter of the fiscal year covered by this Annual Report.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

As of November 29, 2002, there were approximately 111 holders of record of our
Class A Common Stock and approximately 3,721 holders of record of our Class B
Common Stock. Our Class A and Class B Common Stock trade on the New York Stock
Exchange under the symbols IT and ITB, respectively. The Class B Common Stock is
identical in all respects to the Class A Common Stock, except that the Class B
Common Stock is entitled to elect at least 80% of the members of our Board of
Directors. While subject to periodic review, the current policy of our Board of
Directors is to retain all earnings primarily to provide funds for continued
growth.

The following table sets forth the high and low closing prices for our Class A
Common Stock and Class B Common Stock as reported on the New York Stock Exchange
for the periods indicated.

CLASS A COMMON STOCK

CLASS B COMMON STOCK

5

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

6

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report contains
forward-looking statements. Forward-looking statements are any statements other
than statements of historical fact, including statements regarding our
expectations, beliefs, hopes, intentions or strategies regarding the future. In
some cases, forward-looking statements can be identified by the use of words
such as "may," "will," "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 Results" below. Readers should not place undue reliance on these
forward-looking statements, which reflect management's opinion only as of the
date on which they were made. Except as required by law, we disclaim any
obligation to review or update these forward-looking statements to reflect
events or circumstances as they occur. Readers should review carefully any risk
factors described in our reports filed with the Securities and Exchange
Commission.

BUSINESS STRATEGY

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 where possible by
offering strategically relevant research and analysis.

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

Our primary objectives:

o RIGOROUS EXPENSE CONTROL

o Leverage our global infrastructure to effectively control worldwide
costs;

o Broaden the use of our inside, desk-based sales channel, which has a
lower cost of sales than our other sales channels;

o Eliminate non-strategic, less profitable products, processes and
geographic markets; and

o Reduce our cost of delivery.

o ENHANCED PRODUCTIVITY & CLIENT SATISFACTION

o Continually analyze and assess our client, product and market
portfolios;

o Optimize analyst productivity and consultant utilization measures; and

o Strengthen client retention rates and other indicators of client
satisfaction.

o LONG-TERM RESEARCH GROWTH

o Invest modestly in initiatives aligned with our core competencies that
are capable of delivering results, including - but not limited to
Gartner EXP and GartnerG2;

o Refine product packaging, delivery, marketing, sales and account
management capabilities;

o Increase the percentage of multi-service client relationships;

o Leverage and expand existing client relationships with key
decision-makers for our products and services; and

o Identify and gain new clients within our most important and target
audience.

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o FINANCIAL MANAGEMENT

o Increase liquidity and strengthen our balance sheet; and

o Manage capital expenditures, foreign exchange exposure and tax
planning.

BUSINESS MEASURES

Research revenues are derived from subscription contracts for research products.
Revenues from research products are deferred and recognized ratably over the
contract term.

Consulting revenues are recognized primarily on a percentage of completion basis
and on a time and materials basis as work is performed and services are provided
on a contract-by-contract basis.

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

Other revenues includes software licensing fees which are recognized when a
signed non-cancelable software license exists, delivery has occurred, collection
is probable, and the fees are fixed or determinable. Revenue from software
maintenance is deferred and recognized ratably over the term of the maintenance
agreement, which is typically twelve months.

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

REVENUE CATEGORY 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.

---------------------------- ----------------------------------------
Consulting CONSULTING BACKLOG represents future
revenue to be derived from in-process
consulting, measurement and strategic
advisory services engagements.

---------------------------- ----------------------------------------
Events DEFERRED EVENTS REVENUE represents
billings and relates directly to our
future symposia, conferences and
exhibitions. Events revenues are
deferred and recognized upon the
completion of the related symposium,
conference or exhibition.

FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

Our quarterly and annual revenue and operating income fluctuate as a result of
many factors, including the timing of the execution of research contracts, the
extent of completion of consulting engagements, the timing of Symposia and other
events, which occur to a greater extent in the quarter ended December 31, 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements requires the application of appropriate
accounting policies. Our significant accounting policies are described in Note 1
in the Notes to Consolidated Financial Statements. Management considers the
policies discussed below to be critical to an understanding of our financial
statements because their application requires complex and subjective judgements
and estimates. Specific risks for these critical accounting policies are
described below.

REVENUE RECOGNITION - We recognize revenue in accordance with SEC Staff
Accounting Bulletin No. 101, Revenue Recognition in

8

Financial Statements ("SAB 101"). Revenue by significant source is accounted for
as follows:

o Revenues from research products are deferred and recognized ratably
over the applicable contract term;

o Consulting revenues are recognized primarily on a percentage of
completion basis and on a time and materials basis as work is
performed and services are provided on a contract-by-contract basis;

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

o Other revenues, principally software licensing fees, are recognized
when a signed non-cancelable software license exists, delivery has
occurred, collection is probable, and the fees are fixed or
determinable.

UNCOLLECTIBLE ACCOUNTS RECEIVABLE - Provisions for bad debts are recognized as
incurred. The measurement of likely and probable losses and the allowance for
uncollectible accounts 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 accounts 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 quality of our collection efforts.
Total trade receivables at September 30, 2002 were $271.8 million, against which
an allowance for losses of approximately $7.0 million was provided. Total trade
receivables at September 30, 2001 were $305.9 million, against which an
allowance for losses of approximately $5.6 million was provided.

IMPAIRMENT OF INVESTMENT SECURITIES - A charge to earnings is made when a market
decline below cost is other than temporary. Management regularly reviews each
investment security for impairment based on criteria that include the length of
time and the extent to which market value has been less than cost, the financial
condition and near-term prospects of the issuer, the valuation of comparable
companies and our intent and ability to retain the investment for a period of
time sufficient to allow for any anticipated recovery in market value. Total
investments in equity securities was $12.7 million and $18.5 million at
September 30, 2002 and 2001, respectively (see Note 5 - Investments in the Notes
to the Consolidated Financial Statements).

IMPAIRMENT OF GOODWILL AND OTHER INTANGIBLE ASSETS - The evaluation of goodwill
is performed in accordance with SFAS No. 142, - "Goodwill and Other Intangible
Assets." Among other requirements, this standard eliminated goodwill
amortization upon adoption and required an initial assessment for goodwill
impairment within six months of adoption and at least annually thereafter. The
evaluation of other intangible assets is performed on a periodic basis and
losses are recorded when the assets carrying value is not recoverable through
future cash flows. These assessments require management to estimate future
business operations and market and economic conditions in developing long-term
forecasts. 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 which could trigger a review for
impairment include the following:

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

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

o Significant negative industry or economic trends;

o Significant decline in our stock price for a sustained period, and

o Our market capitalization relative to net book value.

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 exposure 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 sheet. We assess
the likelihood that our deferred tax assets will be recovered from future
taxable income, and we establish a valuation allowance, to the extent we believe
that recovery is not likely.

CONTINGENCIES AND OTHER LOSS RESERVES - We establish reserves for severance
costs, contract terminations and asset impairments as a result of 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.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED SEPTEMBER 30, 2002 VERSUS FISCAL YEAR ENDED SEPTEMBER 30, 2001

Total revenues decreased 6% to $907.2 million in fiscal 2002 compared to $962.9
million in fiscal 2001. The fiscal 2001 revenues and cost of services for the
consulting segment have been reclassified to include reimbursable out-of-pocket
expenses in accordance with new accounting requirements adopted in 2002.

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o RESEARCH revenue decreased 7% in fiscal 2002 to $496.4 million, compared to
$535.1 million in fiscal 2001, and comprised approximately 55% and 56% of
total revenues in fiscal 2002 and 2001, respectively.

o CONSULTING revenue decreased 1% to $273.7 million in fiscal 2002, compared
to $276.3 million in fiscal 2001, and comprised approximately 30% and 29%
of total revenues in fiscal 2002 and 2001, respectively.

o EVENTS revenue was $122.0 million in fiscal 2002, a decrease of 8% from the
$132.7 million in fiscal 2001, and comprised approximately 13% of total
revenues in fiscal 2002 versus 14% in fiscal 2001.

o OTHER revenues, consisting principally of software licensing and
maintenance fees, decreased 20% to $15.1 million in fiscal 2002 from $18.8
million in fiscal 2001.

Revenue has declined in our three defined geographic market areas: United States
and Canada, Europe, and Other International. Revenues from sales to United
States and Canadian clients decreased 7% to $595.3 million in fiscal 2002 from
$641.9 million in fiscal 2001. Revenues from sales to European clients decreased
3% to $242.1 million in fiscal 2002 from $250.0 million in fiscal 2001. Revenues
from sales to Other International clients decreased 2% to $69.7 million in
fiscal 2002 from $71.1 million in fiscal 2001.

Cost of services and product development expenses were $403.7 million and $450.5
million for fiscal 2002 and fiscal 2001, respectively. The cost of services and
product development expenses decreased as a percentage of total revenues to 45%
from 47%. The decrease is attributable to reduced personnel costs associated
with headcount reductions, more effective cost management of events and other
cost savings, including reduced travel.

Selling, general and administrative expenses decreased to $345.4 million in
fiscal 2002 from $370.1 million in fiscal 2001. The decrease was due to reduced
payroll associated with lower headcount, reduced travel, telephone and other
infrastructure costs across the entire company.

Depreciation expense increased to $42.5 million in fiscal 2002 from $40.9
million in fiscal 2001, primarily due to the depreciation of significant capital
expenditures in the previous year for internal use software development required
to support the business and also due to the amortization of costs associated
with the launch of gartner.com in January 2001.

Amortization of intangibles of $1.9 million in fiscal 2002 was down from $12.4
million in fiscal 2001. The primary reason for the decrease was the early
adoption of SFAS No. 142. For the year ended September 30, 2001, goodwill
amortization was $9.5 million, and on an after-tax basis, was $8.4 million. As a
result of adoption, diluted earnings per share for the year ended September 30,
2002 improved by $0.09.

During fiscal 2002, we recorded other charges of $17.2 million. Of these
charges, $10.0 million relates to costs and losses associated with our
elimination of excess facilities, principally leased facilities and ongoing
lease costs and losses associated with sub-lease arrangements. In addition,
approximately $5.8 million of these charges are associated with a workforce
reduction announced in January 2002 and are for employee termination severance
payments and related benefits. This workforce reduction resulted in the
elimination of approximately 100 positions, or approximately 2% of our workforce
at the time, and the payment of $5.3 million of termination benefits during the
fiscal year ended September 30, 2002. The remaining $1.4 million relates to the
impairment of certain database-related assets. Other charges totaled $46.6
million for the fiscal year ended September 30, 2001. Of these charges, $24.8
million was associated with our workforce reduction announced in April 2001.
This workforce reduction resulted in the elimination of 383 positions, or
approximately 8% of our workforce at the time, and the payment of $6.4 million
and $18.2 million of termination benefits during the fiscal years ended
September 30, 2002 and 2001, respectively. The $24.8 million charge is comprised
of employee termination severance payments and related benefits. Approximately
$14.3 million of the other charges are associated with the write-down of
goodwill and other long-lived assets to net realizable value as a result of our
decision to discontinue certain unprofitable products, and $7.5 million of the
charge is associated primarily with the write-off of internally developed
systems retired in connection with the launch of gartner.com and seat-based
pricing. At September 30, 2002, $4.7 million remains to be paid, relating to the
other charges recorded in both 2001 and 2002. The payments are expected to be
made primarily over the next two to three years. We are funding all of these
costs out of operating cash flows.

Operating income increased to $96.4 million in fiscal 2002 compared to $42.5
million in fiscal 2001. In fiscal 2002, our United States, Canadian and European
businesses experienced an increase in operating income of 119% and 113%,
respectively. Our Other International business experienced an operating loss for
the year, which was slightly lower than a year ago. On a consolidated basis,
operating income as a percentage of total revenues was 11% and 4%, respectively,
for fiscal 2002 and 2001. Operating income was impacted, in part, by other
charges of $17.2 million and $46.6 million in fiscal 2002 and 2001,
respectively, and additional costs associated with the re-architecture of our
Internet capabilities and our research methodology and delivery processes in
fiscal 2001. Excluding the other charges, operating income for fiscal 2002 and
2001 was 13% and 9%, respectively, of total revenues. We decreased our staff by
approximately 8% in the second half of fiscal 2001 and 2% in mid-fiscal 2002
and, in the fourth quarter of 2001, decreased the expense-to-revenue ratio
associated with our cost of services and selling, general and administrative
expenses through various cost-reduction initiatives. The improvement in
operating income was also impacted by lower amortization of intangibles due to
the adoption of SFAS No. 142. Amortization of goodwill was $9.5 million in
fiscal 2001.

10

Net gain (loss) from the sale of investments for the year ended September 30,
2002 reflected the sale of 748,118 shares of CNET Networks, Inc. ("CNET") for
$6.0 million, resulting in a pre-tax gain of $0.8 million. We acquired this
investment as partial consideration for our sale of TechRepublic to CNET in July
2001. Net loss on the sale of investments in fiscal 2001 of $0.6 million
includes the sale of our remaining 1,922,795 shares of Jupiter Media Metrix
("Jupiter") for net cash proceeds of $7.5 million for a pre-tax loss of $5.6
million, offset in part by the sale of shares received from our venture capital
funds, SI Venture Associates ("SI I"), SI Venture Fund II ("SI II") and other
securities for net cash proceeds of $6.9 million for a pre-tax gain of $5.0
million.

Net loss from minority-owned investments in fiscal 2002 and 2001 of $2.4 million
and $26.8 million, respectively, were primarily the result of impairment losses
related to investments owned by us through SI I, SI II and other directly owned
investments for other than temporary declines in value. These investments are
comprised of early to mid-stage IT-based or Internet-enabled companies. We made
an assessment of the carrying value of our investments and determined that
certain investments were in excess of their fair value due to the significance
and duration of the decline in valuation of comparable companies operating in
the internet and technology sectors (see Note 5 - Investments in the Notes to
Consolidated Financial Statements). The impairment factors evaluated by
management may change in subsequent periods, given that the entities underlying
these investments operate in a volatile business environment. In addition, these
entities may require additional financing to meet their cash and operational
needs, however, there can be no assurance that such funds will be available to
the extent needed, at terms acceptable to the entities, if at all. This could
result in additional material non-cash impairment charges in the future. We
intend to sell all of our investments owned through SI I and SI II.

Interest expense increased to $22.9 million in fiscal 2002 from 22.4 million in
fiscal 2001. The increase relates primarily to increased interest expense on the
6% convertible long-term debt compared to fiscal 2001. Interest income of $1.8
million in fiscal 2002 was up from $1.6 million in fiscal 2001 due to a higher
average balance of funds available for investment, offset in part, by lower
interest earnings rates. Other expense, net decreased to $0.2 million in fiscal
2002 from $3.7 million in fiscal 2001. The decrease relates primarily to lower
foreign currency exchange losses of $2.7 and a $0.5 million gain from the sale
of a business in the second quarter of fiscal 2002.

Provision for income taxes on continuing operations was $25.0 million in fiscal
2002 compared to a benefit of $9.2 million in fiscal 2001. The effective tax
rate was 34% for the year ended September 30, 2002. The effective tax rate in
2001, less the impact of a one-time tax benefit of $14.5 million due to the
utilization of foreign tax credits in the second half of 2001 and other charges
and losses on investments and related tax impact, was 37%. The reduction in the
effective tax rate in fiscal 2002 reflects on-going tax planning and the
elimination of non-deductible amortization of goodwill pursuant to the adoption
of SFAS No. 142. A more detailed analysis of the changes in the provision
(benefit) for income taxes is provided in Note 14 - Income Taxes of the Notes to
Consolidated Financial Statements.

Basic income (loss) per share from continuing operations was $0.58 per share in
fiscal 2002 compared to $0.00 per share in fiscal 2001. Diluted income (loss)
per share from continuing operations of $0.47 per share in fiscal 2002 compared
to $0.00 per share in fiscal 2001. The elimination of goodwill amortization in
accordance with SFAS No. 142 improved basic and diluted income per share from
continuing operations by $0.10 and $0.09, respectively, for fiscal 2002 as
compared to fiscal 2001.

SEGMENT ANALYSIS

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.

Research

Research revenues of $496.4 million in fiscal 2002 were down 7% from $535.1
million in 2001. The decline in revenues was due to lower demand throughout the
entire technology sector and the overall weakness in the general economy.
Research's gross contribution in fiscal 2002 decreased 7% to $326.3 million from
$352.6 million in fiscal 2001. Research's gross contribution margin was 66% in
fiscal 2002 and 2001. Although revenues declined, gross contribution margin
remained flat, in part due to reductions in expenses. The decline in gross
contribution was due to lower revenues. For 2003, our focus will be on
stabilizing, then growing contract value while maintaining a streamlined cost
structure. Our strategy is to expand our research business with larger clients.

Our research client retention rate was 75% for fiscal 2002 compared to 74% for
fiscal 2001. Total research contract value decreased 11% to approximately $496.0
million at September 30, 2002 from $556.0 million at September 30, 2001. The
decrease in contract value reflects a decline in demand throughout the entire
technology sector as well as overall weakness in the general economy.

Consulting

Consulting revenues of $273.7 million in fiscal 2002 were down 1% from $276.3
million in 2001. Revenues for fiscal 2002 reflect a strategic reduction in
certain client segments and geographies based on market share, competitive
advantage, client size and other factors. The reduction in revenue was partially
offset by increases in average project size and length. Consulting's gross
contribution increased by 13% to $97.9 million in fiscal 2002 from $86.9 million
in fiscal 2001. Consulting's gross contribution margin of 36% in fiscal 2002
increased from 31% in fiscal 2001 primarily due to reduced expenses, higher
utilization rates and higher billing rates. We continue to

11

focus on larger engagements and on a limited set of practices and markets in
which we can achieve significant penetration. We have reduced headcount and
eliminated expenses in practice areas and markets where we do not have
sufficient scale and volume.

Consulting backlog decreased 10% to approximately $107.6 million at September
30, 2002 from $119.0 million at September 30, 2001. The decrease in backlog
primarily reflects the overall weakness in the general economy.

Events

Events revenues of $122.0 million in fiscal 2002 were down 8% from $132.7
million in 2001. The decline was primarily due to (1) fewer events due to the
strategic elimination of less profitable and unproven events with the
expectation of obtaining greater attendee and exhibitor participation at
higher-profit events, (2) the overall weakness in the general economy and (3)
lower travel budgets. Events' gross contribution increased by 3% to $65.4
million in fiscal 2002 from $63.6 million in fiscal 2001 with gross contribution
margin of 54% in 2002 compared to 48% in fiscal 2001. The increase in gross
contribution and margin was due to better cost management and the elimination of
less profitable events.

Deferred events revenue decreased 24% to approximately $53.6 million at
September 30, 2002 from $70.5 million at September 30, 2001. The decrease in
deferred events revenue was due primarily to less favorable economic conditions
and to fewer events as described above.

SUBSEQUENT EVENTS

On October 30, 2002, we announced that we expect to incur an estimated charge of
about $25 million in the quarter ending December 31, 2002, for reductions in
facilities and workforce as we continue to align our business resources with
revenue expectations.

On October 30, 2002, we announced that our Board of Directors approved a change
of our fiscal year from September 30 to December 31. The change in fiscal year
end will better align our overall operations with our sales organization, which
was already operating under a December 31 year end to correspond with the year
end of the majority of our clients as well as our competitors. We expect to file
an audited Form 10-K transition report for the three-month period ended December
31, 2002.

FISCAL YEAR ENDED SEPTEMBER 30, 2001 VERSUS FISCAL YEAR ENDED SEPTEMBER 30, 2000

Total revenues increased 12% to $962.9 million in fiscal 2001 compared to $862.5
million in fiscal 2000.

o RESEARCH revenue increased 5% in fiscal 2001 to $535.1 million, compared to
$509.8 million in fiscal 2000, and comprised approximately 56% and 59% of
total revenues in fiscal 2001 and 2000, respectively.

o CONSULTING revenue increased 28% to $276.3 million in fiscal 2001, compared
to $216.7 million in fiscal 2000, and comprised approximately 29% and 25%
of total revenues in fiscal 2001 and 2000, respectively.

o EVENTS revenue was $132.7 million in fiscal 2001, an increase of 22% over
the $108.6 million in fiscal 2000, and comprised approximately 14% of total
revenues in fiscal 2001 versus 13% in fiscal 2000.

o OTHER revenues, consisting principally of software licensing and
maintenance fees, decreased 31% to $18.8 million in fiscal 2001 from $27.4
million in fiscal 2000.

Revenue grew in our three defined geographic market areas: United States and
Canada, Europe, and Other International. Revenues from sales to United States
and Canadian clients increased 13% to $641.9 million in fiscal 2001 from $569.5
million in fiscal 2000. Revenues from sales to European clients increased 8% to
$249.9 million in fiscal 2001 from $231.6 million in fiscal 2000. Revenues from
sales to Other International clients increased by 16% to $71.1 million in fiscal
2001 from $61.4 million in fiscal 2000.

Cost of services and product development expenses were $450.5 million and $395.6
million for fiscal 2001 and fiscal 2000, respectively. The costs of services and
product development expenses increased as a percentage of total revenues to 47%
from 46%. The increase is attributable to growth in personnel costs associated
with the development and delivery of products and services.

Selling, general and administrative expenses increased to $370.1 million in
fiscal 2001 from $341.9 million in fiscal 2000. The increase was due to
recruiting and facilities costs related to the growth in personnel as well as
increases in sales costs associated with revenue growth.

Depreciation expense increased to $40.9 million in fiscal 2001 from $27.8
million in fiscal 2000, primarily due to capital spending and internal use
software development costs required to support business growth, including the
launch of the new gartner.com web site in January 2001. Amortization of
intangibles of $12.4 million in fiscal 2001 was down from $13.0 million in
fiscal 2000.

During 2001, we recorded other charges of $46.6 million. Of these charges, $24.8
million are associated with the workforce reduction announced in April 2001.
This workforce reduction has resulted in the elimination of 383 positions, or
approximately 8% of our workforce. Approximately $14.3 million of the other
charges are associated with the write-down of goodwill and other long-lived
assets

12

to net realizable value as a result of the decision to discontinue certain
unprofitable products, and $7.5 million of the charge is associated primarily
with the write-off of internally developed systems in connection with the launch
of gartner.com and seat-based pricing. At September 30, 2001, $6.6 million of
the termination benefits relating to the workforce reduction remained to be
paid. We are funding these costs out of operating cash flows.

Operating income decreased 49% to $42.5 million in fiscal 2001 compared to $84.1
million in fiscal 2000. In fiscal 2001, our United States, Canadian, and
European businesses experienced declines in operating income of 49% and 21%,
respectively. Our Other International business experienced an operating loss for
the year. These operating results were all impacted by the other charges
recorded during fiscal 2001. On a consolidated basis, operating income as a
percentage of total revenues was 4% and 10%, respectively, for fiscal 2001 and
2000. Operating income was impacted, in part, by other charges and costs
associated with the re-architecture of our Internet capabilities and research
methodology and delivery processes, and higher growth in lower margin
consultative services. Excluding the other charges, operating income for fiscal
2001 was 9% of total revenues. We decreased our staff by approximately 8% in the
second half of fiscal 2001 and, in the fourth quarter, decreased the expense to
revenue ratio on selling, general and administrative expense by 2.4 percentage
points as compared to the fourth quarter of last year. As a result of our cost
reduction initiatives, operating margin improved from 8% for the first six
months of the fiscal year to 11% for the second half, all excluding other
charges.

Net loss on sale of investments in fiscal 2001 of $0.6 million includes the sale
of the remaining 1,922,795 shares of Jupiter for net cash proceeds of $7.5
million for a pre-tax loss of $5.6 million, offset in part by the sale of shares
received from our venture capital funds, SI I and SI II for net cash proceeds of
$6.0 million for a pre-tax gain of $5.0 million. Net gain on sale of investments
in fiscal 2000 reflects the sale of 1,995,950 shares of Jupiter for net cash
proceeds of $55.5 million for a pre-tax gain of $42.9 million. This gain was
partially offset by the sale of our 8% investment in NETg, Inc., a subsidiary of
Harcourt, Inc., to an affiliate of Harcourt, Inc. for $36.0 million in cash that
resulted in a pre-tax loss of approximately $6.6 million. We acquired this
investment as consideration for our sale of GartnerLearning in September 1998.
In addition, in fiscal 2000 we settled a claim arising from the sale of
GartnerLearning to NETg, Inc. The claim asserted that we had breached a
contractual commitment under a joint venture to co-produce a product when the
business was sold. The claim was settled for approximately $6.7 million and has
been recorded as a loss on sale of investments.

Net loss from minority-owned investments in fiscal 2001 of $26.8 million was
primarily the result of impairment losses related to investments owned by us
through SI I, SI II and other directly owned investments for other than
temporary declines in value. We made an assessment of the carrying value of our
investments and determined that certain investments were in excess of their fair
value due to the significance and duration of the decline in valuation of
comparable companies operating in the internet and technology sectors (see Note
5 - Investments in the Notes to Consolidated Financial Statements). The
impairment factors evaluated by management may change in subsequent periods,
given that the entities underlying these investments operate in a volatile
business environment. In addition, these entities may require additional
financing to meet their cash and operational needs, however, there can be no
assurance that such funds will be available to the extent needed, at terms
acceptable to the entities, if at all. This could result in additional material
non-cash impairment charges in the future.

Interest expense decreased to $22.4 million in fiscal 2001 from $24.9 million in
fiscal 2000. The decrease related primarily to lower interest rates and lower
revolving credit borrowings compared to fiscal 2000. Interest income of $1.6
million in fiscal 2001 was down from $3.9 million in fiscal 2000 due to a lower
average balance of funds available for investment and due to lower interest
rates. Other expense, net increased to $3.7 million in fiscal 2001 from $0.7
million in fiscal 2000. The increase relates primarily to foreign currency
exchange losses.

Provision for income taxes on continuing operations was a benefit of $9.2
million in fiscal 2001 compared to a provision of $36.4 million in fiscal 2000.
The effective tax rate in 2001, less the impact of a one-time tax benefit of
$14.5 million due to the utilization of foreign tax credits in the second half
of the year and other charges and losses on investments and related tax impact,
was 37% compared to 40% for fiscal 2000. The decrease in the effective tax rate
from fiscal 2000 is due to on-going tax planning initiatives. A more detailed
analysis of the changes in the provision (benefit) for income taxes is provided
in Note 14 of the Notes to Consolidated Financial Statements.

Basic income (loss) per common share from continuing operations was $(0.00) per
common share in fiscal 2001 compared to $0.63 per common share in fiscal 2000.
Diluted income (loss) per common share from continuing operations decreased to
$(0.00) per share in fiscal 2001 compared to $0.62 per share in fiscal 2000.

On July 2, 2001, we sold our subsidiary, TechRepublic, to CNET for approximately
$23.5 million in cash and common stock of CNET, before reduction for certain
termination benefits. The proceeds were $14.3 million in cash and 755,058 shares
of CNET common stock, which had a fair market value of $12.21 per share on July
2, 2001. From July 2, 2001 through September 30, 2001, the market value of the
CNET shares declined substantially; as a result, we recorded a $3.9 million
impairment charge in net loss from minority-owned investments representing an
other than temporary decline in market value of the CNET common stock. The
Consolidated Financial Statements have been restated to reflect the disposition
of the TechRepublic segment as a discontinued operation in accordance with APB
Opinion No. 30. Accordingly, revenues, costs and expenses, assets, liabilities,
and cash flows of TechRepublic have been excluded from the respective captions
in the Consolidated Statements of Operations, Consolidated Balance Sheets and
Consolidated Statements of Cash

13

Flows, and have been reported through the date of disposition as "Loss from
discontinued operation," "Net assets of discontinued operation," and "Net cash
used by discontinued operation," for all periods presented. During 2001, we
recorded a pre-tax loss of $66.4 million ($39.9 million after tax) to recognize
the loss on the sale of TechRepublic. This pre-tax loss includes a write-down of
$42.4 million of assets, primarily goodwill, to net realizable value, operating
losses through the date of sale of $6.5 million, severance and related benefits
of $8.3 million, and other sale-related costs and expenses, including costs
associated with the closure of facilities, of $9.2 million.

SEGMENT ANALYSIS

Research

Research revenues grew 5% to $535.1 million in fiscal 2001, as compared to
$509.8 million in the prior fiscal year. The increase was due primarily to
higher client retention in North America, the continued successful migration of
clients from legacy to seat-based pricing, the increased penetration of new
buying centers within existing clients and continued focus on the growth of
GartnerG2 and Gartner EXP. The new pricing structure provides broader access to
research compared to the traditional individual research subscription. During
fiscal 2001, we launched GartnerG2, a new research service designed specifically
to help business executives use technology to enhance business growth and
productivity. Research gross contribution in fiscal 2001 increased to $352.6
million from $341.1 million in fiscal 2000. Gross contribution margin decreased
slightly to 66% in fiscal 2001 from 67% in fiscal 2000, primarily a result of
the investments in gartner.com and the launch of GartnerG2. Gross contribution
margin increased to 67% for the second half of fiscal 2001 from 64% for the
first half, due in large part to cost reduction measures instituted during the
year.

Consulting

Consulting revenues grew 28% to $276.3 million in fiscal 2001 as compared to
$216.7 million in the prior fiscal year. The increase was due primarily to an
increase in the number of projects, increased project size, and increases in
billing rates. Consulting gross contribution increased by 15% to $86.9 million
in fiscal 2001 from $75.7 million in fiscal 2000. Consulting gross contribution
margin of 31% in fiscal 2001 decreased from 35% in fiscal 2000, primarily due to
increases in compensation expense related to the hiring of additional personnel
in the first half of fiscal 2001, coupled by an increase in non-billable
services, such as training, participation in annual symposia events, and
increased selling activity. Gross contribution margin increased to 39% for the
second half of fiscal 2001 from 22% for the first half, due in large part to
cost reduction measures instituted during the year.

Events

Events revenues grew 22% to $132.7 million in fiscal 2001 as compared to $108.6
million in the prior fiscal year. The increase was due to greater attendance at
existing and new events, as well as increased sponsorship and exhibit revenues.
Events' gross contribution increased by 26% to $63.6 million in fiscal 2001 from
$50.6 million in fiscal 2000, with gross contribution margin of 48% in 2001
compared to 47% in fiscal 2000. The increase in gross contribution margin was
due to the leveraging of existing events and an overall increase in sponsorship
and exhibitor sales.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities during fiscal 2002 was $145.6 million,
compared to $73.5 million during fiscal 2001. The increase was primarily due to
significantly higher income from continuing operations, lower amounts of
termination payments associated with workforce reductions and changes in balance
sheet working capital accounts.

Cash used in investing activities totaled $19.4 million for fiscal 2002,
compared to $44.6 million used in fiscal 2001. Cash used in investing activities
during fiscal 2002 and 2001 included $19.6 million and $57.5 million,
respectively, for additions to property, equipment and leasehold improvements.
These additions in fiscal 2002 were primarily the result of investments in
infrastructure systems. These cash uses in fiscal 2002 were partially offset by
proceeds from the sale of marketable securities of $6.0 million. The additions
to property, equipment and leasehold improvements in fiscal 2001 were primarily
the result of investments in gartner.com and other infrastructure systems. These
cash uses in fiscal 2001 were partially offset by proceeds from the sale of
marketable securities and discontinued operations of $14.4 million and $10.5
million, respectively. Cash used for business acquisitions was $4.5 million and
$12.0 million for fiscal 2002 and 2001, respectively.

Cash used in financing activities totaled $40.1 million in fiscal 2002, compared
to $18.9 million in fiscal 2001. The cash used in financing activities in fiscal
2002 resulted primarily from the purchase of treasury stock of $47.0 million
(see discussion below under Stock Repurchases) and the repayment of credit
facility loans ($15.0 million), offset, in part, by proceeds from the exercise
of stock options and the employee stock purchase plan ($22.2 million). The cash
used in financing activities in fiscal 2001 resulted primarily from the purchase
of treasury stock of $37.9 million (see discussion below under Stock
Repurchases), offset in part, by proceeds from credit facility borrowings ($15.0
million) and by proceeds from the exercise of stock options and the employee
stock purchase plan ($9.1 million).

Total cash used by discontinued operations, sold in fiscal 2001, was $34.2
million in fiscal 2001 and $30.1 million in fiscal 2000.

14

At September 30, 2002, cash and cash equivalents totaled $124.8 million. The
effect of exchange rates increased cash and cash equivalents by $1.7 million for
the year ended September 30, 2002, and was due to the weakening of the U.S.
dollar against certain foreign currencies. In fiscal 2001, the negative effect
of exchange rates reduced cash and cash equivalents by $0.4 million. Cash and
cash equivalents are expected to decline during the three months ended December
31, 2002, due to the payment of annual bonuses and commissions to our sales
force.

OBLIGATIONS AND COMMITMENTS

We have a $200.0 million unsecured senior revolving credit facility led by
JPMorgan Chase Bank. At September 30, 2002, there were no amounts outstanding
under the facility. We are subject to certain customary affirmative, negative
and financial covenants under this credit facility, and continued compliance
with these covenants preclude us from borrowing the maximum amount of the credit
facility from time to time. As a result of these covenants, our borrowing
availability at September 30, 2002 was $118.9 million.

On April 17, 2000, we issued $300.0 million of 6% convertible subordinated notes
to Silver Lake Partners, L.P. and certain of Silver Lake's affiliates ("SLP") in
a private placement transaction. Interest accrues semi-annually by a
corresponding increase in the face amount of the notes. Accordingly, $46.3
million has been added to the face amount of the notes, resulting in a balance
outstanding of $346.3 million at September 30, 2002. These notes are due and
payable on April 17, 2005.

On or after April 17, 2003, subject to satisfaction of certain customary
conditions, we may redeem all of the convertible notes provided that (1) the
average closing price of our Class A Common Stock for the twenty consecutive
trading days immediately preceding the date the redemption notice is given
equals or exceeds $11.175 (150% of the adjusted conversion price of $7.45 per
share), and (2) the closing price of our Class A Common Stock on the trading day
immediately preceding the date the redemption notice is given also equals or
exceeds $11.175. The redemption price is the face amount of the notes plus all
accrued interest. If we initiate the redemption, SLP has the option of receiving
payment in cash, Class A Common Stock (at a conversion price of $7.45 per
share), or a combination of cash and stock. We are under no obligation to
initiate any such redemption.

Commencing on April 18, 2003, or prior to that date should there be a change in
control of the Company, SLP may convert all or a portion of the notes to stock.
If SLP initiates the conversion, we have the option of redeeming all the notes
for cash at the market price of our Common Stock on the date the notice of
conversion is given. Additionally, if we were to redeem all of the notes for
cash in response to SLP's election to convert the notes to Class A Common Stock,
we would incur a significant earnings charge at the time of the redemption equal
to the difference between the market value of our Class A Common Stock at the
time of redemption at the conversion price of $7.45 per share and the carrying
value of the notes. At September 30, 2002, the notes were convertible into 46.6
million shares with a total market value of $377.1 million, using our September
30, 2002 Class A Common Stock market price of $8.10 per share.

On the maturity date, April 17, 2005, we must satisfy any remaining notes for
cash equal to the face amount of the notes plus accrued interest; if none of the
notes has been redeemed or converted by that date, such amount will be $403.2
million.

We also issue letters of credit in the ordinary course of business. As of
September 30, 2002, we had letters of credit outstanding with JPMorgan Chase
Bank for $3.7 million, The Bank of New York for $2.0 million, and others for
$0.1 million.

We lease various facilities, furniture and computer equipment under operating
lease arrangements expiring between 2003 and 2025. Future commitments under
non-cancelable operating lease agreements are $28 million, $24 million, $21
million, $18 million and $17 million for fiscal 2003, 2004, 2005, 2006 and 2007,
respectively.

The obligations remaining at September 30, 2002 relative to the other charges
recorded in fiscal 2001 and in the second quarter of fiscal 2002 were $4.7
million in the aggregate; $4.1 million is for the costs of facility reductions,
principally lease payments and $0.6 million is for involuntary employee
termination severance and benefits. Payments for involuntary termination
severance and benefits will be made primarily over the next two quarters.
Payments relating to facility reductions will be made over the remaining lease
terms with the majority occurring over the next two to three years.

We had a total remaining investment commitment to SI II of $5.9 million at
September 30, 2002, which may be called by SI II at any time.

We believe that our current cash balances, together with cash anticipated to be
provided by operating activities and borrowings available under the existing
credit facility, will be sufficient for our expected short-term and foreseeable
long-term cash needs in the ordinary course of business. If we were to require
substantial amounts of additional capital to pursue business opportunities that
may arise involving substantial investments of additional capital, or for the
possible redemption of the convertible notes, there can be no assurances that
such capital will be available to us or will be available on commercially
reasonable terms.

15

Stock Repurchases

On July 19, 2001, our Board of Directors approved the repurchase of up to $75.0
million of Class A and Class B Common Stock. On July 25, 2002, the Board of
Directors increased the authorized stock repurchase program to $125 million of
our Class A and Class B Common Stock. We expect to make repurchases from time to
time over the next two years through open market purchases, block trades or
otherwise. Repurchases are subject to the availability of the stock, prevailing
market conditions, the trading price of the stock, and our financial
performance. Repurchases will be funded from cash flow from operations and
possible borrowings under our existing credit facility. Through September 30,
2002, we repurchased 6,791,209 shares of our common stock for approximately
$69.8 million out of the $125 million approved for the stock repurchase program
at an average price of $10.28 per share.

Stock repurchases are summarized below:

FACTORS THAT MAY AFFECT FUTURE RESULTS

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, our clients and we are affected by the economy. The following section
discusses many, but not all, of these risks and uncertainties.

Economic Conditions. 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 effect demand for our products and services and may
substantially reduce existing and potential client information
technology-related budgets. The current economic downturn in the United States
and globally has led to constrained IT spending which has impacted our business
and may materially and adversely affect our business, financial condition and
results of operations, including the ability to maintain continued customer
renewals and achieve contract value, backlog and deferred events revenue. To the
extent our clients are in the IT industry, the severe decline in that sector has
also had a significant impact on IT spending.

Acts of Terrorism or War. Acts of terrorism, acts of war and other unforeseen
events, may cause damage or disruption to our properties, business, employees,
suppliers, distributors and clients, which could have an adverse effect on our
business, financial condition and operating results. Such events may also result
in an economic slowdown in the United States or elsewhere, which could adversely
affect our business, financial condition and operating results.

16

Competitive Environment. We face direct competition from a significant number of
independent providers of information products and services. 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 choose to compete directly with us in the future. In addition,
limited barriers to entry exist in the markets in which we compete. 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. Although
our market share has been increasing, increased competition may result in loss
of market share, diminished value in our products and services, reduced pricing
and increased marketing expenditures. We may not be successful if we cannot
compete effectively on quality of research and analysis, timely delivery of
information, customer service, the ability to offer products to meet changing
market needs for information and analysis, or price.

Renewal of Research Business by Existing Clients. Some of our success depends on
renewals of our subscription-based research products and services, which
constituted 55%, 56% and 59% of our business for the years ended September 30,
2002, 2001 and 2000, respectively. These 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 those described in
this Annual Report. Client retention rates were 75%, 74% and 74% for the years
ended September 30, 2002, 2001 and 2000, respectively. Any material decline in
renewal rates could have an adverse impact on our revenues and our financial
condition.

Non-Recurring Consulting Engagements. Consulting segment revenues constituted
30%, 29% and 25% of our business for the years ended September 30, 2002, 2001
and 2000, respectively. Such consulting engagements typically are project-based
and non-recurring. Our ability to replace consulting engagements is subject to
numerous factors, including those described in this Annual Report. Any material
decline in our ability to replace consulting arrangements could have an adverse
impact on our revenues and our financial condition.

Hiring and Retention of Employees. 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
therefore, our future business and operating results.

Maintenance of 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.

Introduction of New Products and Services. 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
improve 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.

International Operations. A substantial portion of our revenues is derived from
sales outside of North America, representing 34%, 33% and 34% of our business
for the fiscal years ended September 30, 2002, 2001 and 2000, respectively. 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 market demand as a result of exchange rate fluctuations and
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. 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.

Branding. We believe that our "Gartner" brand 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

17

maintain the Gartner brand, or incur excessive expenses in doing so, our future
business and operating results could be materially and adversely impacted.

Investment Activities. We maintain investments in equity securities in private
and publicly traded companies through direct ownership and through wholly and
partially owned venture capital funds. The companies we invest in are primarily
early to mid-stage IT-based and Internet-enabled businesses. There are numerous
risks related to such investments, due to their nature and the volatile public
markets, including significant delay or failure of anticipated returns. In
addition, these entities may require additional financing to meet their cash and
operational needs; however, there can be no assurance that such funds will be
available to the extent needed at terms acceptable to the entities, if at all.
As a result, our financial results and financial position could be materially
impacted.

Indebtedness. We have incurred significant indebtedness through our $346.3
million convertible notes. Additionally, we have a $200.0 million senior
revolving credit facility under which we can incur significant additional
indebtedness. The affirmative, negative and financial covenants of these debt
facilities, could limit our future financial flexibility. The associated debt
service costs could impair future operating results. Our 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. On the maturity date, April 17,
2005, we must satisfy any remaining notes for cash equal to the face amount of
the notes plus accrued interest; if none of the notes have been redeemed or
converted by that date, such amount will be $403.2 million. The payment of this
amount could materially adversely impact our future business and operating
results.

Convertible Notes. Commencing on April 18, 2003, or sooner in certain
circumstances upon a change in control of the Company, the holders of our $346.3
million convertible notes may elect to convert all or a portion of the notes to
shares of our Class A Common Stock. If all or a substantial portion of the notes
are converted, the note holders will own a substantial number of shares of our
Class A Common Stock. At September 30, 2002, the notes were convertible into
46.6 million shares of our Class A Common Stock, which would constitute 36.2% of
our combined Class A and Class B Common Stock, outstanding on that date. This is
based upon the conversion price of $7.45 per share. If the holders elect to
convert the notes, we may redeem them. See "Obligations and Commitments" and
"Indebtedness" above. If we do not redeem the notes and all or a substantial
portion of the notes are converted, the holder of the notes (SLP) will become
our largest shareholder (based upon our shareholder base as of September 30,
2002). This, in turn, may (1) give SLP the ability to exercise significant
control over the Company; (2) create significant dilution for other
shareholders; and (3) may cause volatility in our stock price. If we want to
redeem the convertible notes in response to the note holders' election to
convert, or on our own under certain circumstances, there can be no assurance
that we will be able to obtain sufficient capital on a commercially reasonable
basis, or at all, in order to fund a redemption. Even if we could obtain
sufficient capital to fund a redemption, it could materially adversely impact
our future business and operating results.

Organizational and Product Integration Related to Acquisitions. We have made and
may continue to make acquisitions of, or significant investments in, businesses
that offer complementary products and services. The risks involved in each
acquisition or investment include the possibility of paying more than the value
we derive from the acquisition, dilution of the interests of our current
stockholders or decreased working capital, increased indebtedness, the
assumption of undisclosed liabilities and unknown and unforeseen risks, the
ability to integrate successfully the operations and personnel of the acquired
business, 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
company, 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.

Enforcement of Our Intellectual Property Rights. 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.

Possibility of Infringement Claims. Third parties may assert infringement claims
against us. Regardless of the merits, responding to any such claim could be time
consuming, result in costly litigation and require us to enter into 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 develop or license a
substitute technology, our business, results of operations or financial position
could be materially adversely affected.

Agreements with IMS Health Incorporated. In connection with our recapitalization
in July 1999, we agreed to certain restrictions on business activity to reduce
the risk to IMS Health and its stockholders of substantial tax liabilities
associated with the spin-off by IMS Health of its equity interest in us. We also
agreed to assume the risk of such tax liabilities if we were to undertake
certain business activities that give rise to the liabilities. As a result, we
may be limited in our ability to undertake acquisitions involving the issuance
of a

18

significant amount of stock unless we were to seek and obtain a ruling from the
IRS that the transaction will not give rise to such tax liabilities. In
addition, we agreed to certain limits on the purchase of our Common Stock under
the terms of the recapitalization.

Potential Fluctuations in Operating Results. Our quarterly and annual operating
income 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
income could cause period-to-period comparisons of operating results not to be
meaningful and may provide an unreliable indication of future operating results.

EURO CONVERSION

Effective January 1, 2002, twelve of the fifteen member countries of the
European Union adopted the Euro as their single currency. The participating
countries issued new Euro-denominated bills and coins for use in cash
transactions. Effective July 1, 2002, legacy currency is no longer legal tender
for any transactions in the participating countries. We do not believe that the
translation of financial transactions into Euros has had, or will have, a
significant effect on our results of operations, liquidity or financial
condition. We do not anticipate any material impact from the Euro conversion on
our financial information systems, which accommodate multiple currencies. Costs
associated with the adoption of the Euro have not been and are not expected to
be significant and are being expensed as incurred.

RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2001, the Emerging Issues Task Force reached a consensus on issue
No. 01-14, "Income Statement Characterization of Reimbursements Received for
'Out-of-Pocket' Expenses Incurred." The consensus requires reimbursements
received for out-of-pocket expenses incurred to be characterized as revenue in
the statements of operations. Out-of-pocket expenses are incidental expenses
incurred as part of ongoing operations and include, but are not limited to,
expenses related to airfare, mileage, hotel stays, out-of-town meals,
photocopies and telecommunication and facsimile charges. This consensus must be
applied to financial reporting periods beginning after December 15, 2001 with
reclassification of prior periods for comparability. We adopted the consensus
beginning with the second quarter of our fiscal year that began on January 1,
2002, and in accordance with the consensus, have restated prior periods. For the
years ended September 30, 2002, 2001 and 2000, adoption of the consensus caused
both revenues and cost of services and product development in the consulting
segment to increase by $10.0 million, $10.8 million and $7.9 million,
respectively.

In April 2002, Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections" ("SFAS No. 145") was issued. FASB Statement No. 4
required all gains and losses from the extinguishment of debt to be reported as
extraordinary items and Statement No. 64 related to the same matter. SFAS No.
145 requires gains and losses from certain debt extinguishment to not be
reported as extraordinary items when the use of debt extinguishment is part of
the risk management strategy. Statement No. 44 was issued to establish
transitional requirements for motor carriers relative to intangible assets.
Those transitions are completed, therefore Statement 44 is no longer necessary.
SFAS No. 145 also amends Statement No. 13 requiring sale-leaseback accounting
for certain lease modifications. SFAS No. 145 is effective for fiscal years
beginning after May 15, 2002, which will be our 2003 fiscal year. The provisions
relating to sale-leaseback are effective for transactions after May 15, 2002.
The adoption of SFAS No. 145 is not expected to have a material impact on our
financial position or results of operations. Upon adoption, in 2003, the
extraordinary loss from the extinguishment of debt, net of taxes of $1.8
million, or $(0.02) per share in fiscal 2000 will be reclassified to continuing
operations.

In July 2002, Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities" ("SFAS 146") was issued.
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force Issue
("EITF") 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The principal difference between SFAS 146 and EITF 94-3 relates
to the timing of liability recognition. Under SFAS 146, a liability for a cost
associated with an exit or disposal activity is recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost was recognized at the
date of an entity's commitment to an exit plan. The provisions of SFAS 146 are
effective for exit or disposal activities that are initiated after December 31,
2002. The adoption of this statement is not expected to have a material impact
on our financial position or results of operations as approval and finalization
of our recent workforce and facility reductions announced on October 30, 2002
were initiated prior to the SFAS 146 effective date.

19

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Interest Rate Risk

As of September 30, 2002, we have exposure to market risk for changes in
interest rates primarily from borrowings under long-term debt which consists of
a $200.0 million unsecured senior revolving credit facility with JPMorgan Chase
Bank and $346.3 million of 6% convertible subordinated notes (see Note 10--Debt
in the Notes to Consolidated Financial Statements). At September 30, 2002, there
were no amounts outstanding under the revolving credit facility. Under the
revolving credit facility, the interest rate on borrowings is LIBOR plus an
additional 100 to 200 basis points based on our debt-to-EBITDA ratio. We believe
that an increase or decrease of 10% in the effective interest rate on available
borrowings from our senior revolving credit facility, if fully utilized, would
not have a material effect on our future results of operations. If markets were
to decline, we could be required to accrue interest on the 6% convertible debt
that would exceed those based on current market rates. Each 25 basis point
decrease in interest would have an associated annual opportunity cost of
approximately $0.9 million based on the September 30, 2002 balance. Each 25
basis point increase or decrease in interest rates would have an approximate
$0.5 million annual effect under the revolving credit facility if fully
utilized.

Forward Purchase Agreements

Beginning in 1997, we entered into a series of forward purchase agreements that
extended through May 2003 to offset the dilutive effect of stock-based employee
compensation plans. These agreements were settled quarterly on a net basis in
either shares of Class A Common Stock or cash, at the Company's option. During
the year ended September 30, 2001, two settlements resulted in our issuance of
491,789 shares of Class A Common Stock and our payment of approximately $64,000
in cash. During the quarter ended June 30, 2001, we reacquired 1,164,154 shares
of Class A Common Stock for approximately $9.7 million through an early
termination of the remaining forward purchase agreements. As of September 30,
2001, there were no remaining commitments under these forward purchase
agreements.

Investment Risk

We are exposed to market risk as it relates to changes in the market value of
our equity investments. We invest in equity securities of public and private
companies directly and through SI I, a wholly-owned affiliate, and SI II, of
which we own 34%. SI I and SI II are engaged in making venture capital
investments in early to mid-stage IT-based or Internet-enabled companies (see
Note 5 - Investments in the Notes to the Consolidated Financial Statements). As
of September 30, 2002, we had investments in equity securities totaling $12.7
million. Unrealized losses of $945,000 have been recorded net of deferred taxes
of $630,000 as a separate component of accumulated other comprehensive income in
the stockholders' equity section of the Consolidated Balance Sheets. These
investments are inherently risky as the businesses are typically in early
development stages and may never develop. Further, certain of these investments
are in publicly traded companies whose shares are subject to significant market
price volatility. Adverse changes in market conditions and poor operating
results of the underlying investments may result in us incurring additional
losses or an inability to recover the original carrying value of our
investments. If there were a 100% adverse change in the value of our equity
portfolio as of September 30, 2002, this would result in a non-cash impairment
charge of $12.7 million. We intend to sell all of our investments owned through
SI I and SI II.

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) in the stockholders' equity (deficit) section
of the Consolidated Balance Sheets. Our foreign subsidiaries generally collect
revenues and pay expenses in currencies other than the United States dollar.
Since the functional currency 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 negatively 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 exchange contracts or
other derivative financial instruments to hedge the effects of adverse
fluctuations in foreign currency exchange rates. During fiscal 2002, we had a
contract requiring us to sell U.S. dollars and purchase Japanese yen. The
contract was for $1.0 million, a one-year term that expired on September 27,
2002, and contained a forward exchange rate of 114.26 Japanese yen. The foreign
currency forward contract was entered into to offset the foreign exchange
effects of our Japanese yen inter-company payable, which had a value of $1.0
million. On September 27, 2002, we settled this contract by paying $50,000. At
September 30, 2002, we had two foreign currency forward contracts outstanding.
Foreign exchange forward contracts are reflected at fair value with gains and
losses recorded currently in earnings.

20

The following table presents information about our foreign currency forward
contracts outstanding as of September 30, 2002, expressed in U.S. dollar
equivalents.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our consolidated financial statements and schedule supporting such consolidated
financial statements, as of September 30, 2002 and 2001 and for each of the
years in the three-year period ended September 30, 2002, together with the
reports of KPMG LLP, independent auditors, dated October 29, 2002, are included
in this Annual Report beginning on Page 25.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required to be furnished pursuant to this item will be set forth
under the captions "Proposal One: Election of Directors," "Executive Officers"
and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Definitive
Proxy Statement to be filed with the Securities and Exchange Commission in
connection with our 2003 Annual Meeting of Stockholders currently scheduled to
be held on February 13, 2003 (the "Proxy Statement"). If the Proxy Statement is
not filed with the Commission by January 28, 2003, such information will be
included in an amendment to this Annual Report filed by January 28, 2003.

ITEM 11. EXECUTIVE COMPENSATION.

The information required to be furnished pursuant to this item is incorporated
by reference from the information set forth under the caption "Executive
Compensation" in the Proxy Statement or if the Proxy Statement is not filed with
the Commission by January 28, 2003, such information will be included in an
amendment to this Annual Report filed by January 28, 2003.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The information required to be furnished pursuant to this item will be set forth
under the caption "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement or if the Proxy Statement is not filed with
the Commission by January 28, 2003, such information will be included in an
amendment to this Annual Report filed by January 28, 2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required to be furnished pursuant to this item will be set forth
under the caption "Certain Relationships and Transactions" in the Proxy
Statement or if the Proxy Statement is not filed with the Commission by January
28, 2003, such information will be included in an amendment to this Annual
Report filed by January 28, 2003.

ITEM 14. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure 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.

21

Within 90 days prior to the filing of our Annual Report on Form 10-K for the
fiscal year ended September 30, 2002, the Company conducted an evaluation, under
the supervision and with the participation of our management, including our
chief executive officer and chief financial officer, of the effectiveness and
design of our disclosure controls and procedures. 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.

(b) Changes in Internal Controls.

Subsequent to the date of the evaluation, there have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect internal controls and procedures, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.

PART IV

ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.

(a) 1. and 2. Consolidated Financial Statements and Schedules

The independent auditors' report, consolidated financial statements and
financial statement schedule listed in the Index to Consolidated Financial
Statements and Schedule on page 25 hereof are filed as part of this report,
beginning on page 26 hereof.

All other financial statement schedules not listed in the Index have been
omitted because the information required is not applicable or is shown in the
financial statements or notes thereto.

3. Exhibits

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

3.1a(6) Amended and Restated Certificate of Incorporation-July
16, 1999.

3.1b(7) Certificate of Amendment of the Restated Certificate of
Incorporation-February 1, 2001.

3.1c(4) Certificate of Designation, Preferences and Rights of
Series A Junior Participating Preferred Stock and Series
B Junior Participating Preferred Stock of the
Company-March 1, 2000.

3.2(6) Amended Bylaws, as amended through April 14, 2000.

4.1(7) Form of Certificate for Common Stock, Class A-as of
February 2001.

4.2(7) Form of Certificate for Common Stock, Class B-as of
February 2001.

4.3* Amended and Restated Rights Agreement, dated as of
August 31, 2002, between the Company and Mellon Investor
Services LLC, as Rights Agent, with related Exhibits.

4.4a(7) Amended and Restated Credit Agreement dated July 17,
2000 by and among the Company and certain financial
institutions, including Chase Manhattan Bank in its
capacity as a lender and as agent for the lenders.

4.4b* Amendment No. 3 to the Amended and Restated Credit
Agreement dated as of May 30, 2002.

10.1(1) Form of Indemnification Agreement.

10.2a(5) Securities Purchase Agreement dated as of March 21, 2000
between the Company, Silver Lake Partners, L.P., Silver
Lake Technology Investors, L.L.C. and other parties
thereto.

22

10.2b(5) Amendment to the Securities Purchase Agreement dated as
of April 17, 2000 between the Company, Silver Lake
Partners, L.P., Silver Lake Technology Investors, and
the other parties thereto.

10.2c(7) Letter Agreement dated September 6, 2001 relating to the
Securities Purchase Agreement and 6% Convertible Junior
Subordinated Promissory Notes.

10.2d* Form of Amended and Restated 6% Convertible Junior
Subordinated Promissory Note due April 17, 2005.

10.2e* Amended and Restated Securityholders Agreement dated as
of July 12, 2002 among the Company, Silver Lake
Partners, L.P. and other parties thereto.

10.3a(2) Lease dated December 29, 1994 between Soundview Farms
and the Company for premises at 56 Top Gallant Road, 70
Gatehouse Road, and 88 Gatehouse Road, Stamford,
Connecticut.

10.3b(3) Lease dated May 16, 1997 between Soundview Farms and the
Company for premises at 56 Top Gallant Road, 70
Gatehouse Road, 88 Gatehouse Road and 10 Signal Road,
Stamford, Connecticut (amendment to lease dated December
29, 1994, see exhibit 10.3a).

10.4(6)+ 1993 Director Stock Option Plan as amended and restated
on April 14, 2000.

10.5(9)+ 2002 Employee Stock Purchase Plan.

10.6(3)+ 1994 Long Term Stock Option Plan, as amended and
restated on October 12, 1999.

10.7(3)+ 1998 Long Term Stock Option Plan, as amended and
restated on October 12, 1999.

10.8(3)+ 1996 Long Term Stock Option Plan, as amended and
restated on October 12, 1999.

10.9*+ Employment Agreement between Michael D. Fleisher and the
Company as of October 1, 2002.

10.10(6)+ Employment Agreement between Regina M. Paolillo and the
Company as of July 1, 2000.

10.11*+ Employment Agreement between Maureen O'Connell and the
Company dated as of October 15, 2002 and effective as of
September 23, 2002.

10.12a(6)+ Employment Agreement between Robert E. Knapp and the
Company dated as of August 7, 2000.

10.12b(7)+ Addendum No. 1 to Employment Agreement between Robert E.
Knapp and the Company as of February 1, 2001.

10.13(8)+ Employment Agreement between Steven Tait and the Company
dated as of June 15, 2001.

21.1* Subsidiaries of Registrant.

23.1* Independent Auditors' Consent.

24.1 Power of Attorney (see Signature Page).

23

* Filed with this document.

+ Management compensation plan or arrangement.

- ----------

(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (File No. 33-67576), as amended, effective October 4, 1993.

(2) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 21, 1995.

(3) Incorporated by reference from the Company's Annual Report on Form 10-K
filed on December 22, 1999.

(4) Incorporated by reference from the Company's Form 8-K dated March 1, 2000
as filed on March 7, 2000.

(5) Incorporated by reference from the Company's Form 8-K dated April 17, 2000
as filed on April 25, 2000.

(6) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 29, 2000.

(7) Incorporated by reference from the Company's Annual Report on Form 10-K as
filed on December 28, 2001.

(8) Incorporated by reference from the Company's Form 10-Q as filed on February
13, 2002.

(9) Incorporated by reference from the Company's Form S-8 dated as filed on
June 26, 2002.

(b) Reports on Form 8-K

The Company filed no reports on Form 8-K during the fiscal quarter ended
September 30, 2002.

24

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

GARTNER, INC.
CONSOLIDATED FINANCIAL STATEMENTS

Report by Management............................................................................................... 26

Independent Auditors' Report....................................................................................... 27

Consolidated Balance Sheets as of September 30, 2002 and 2001...................................................... 28

Consolidated Statements of Operations for Years Ended September 30, 2002, 2001 and 2000 ........................... 29

Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive Income (Loss) for Years Ended
September 30, 2002, 2001 and 2000 .............................................................................. 30 & 31

Consolidated Statements of Cash Flows for Years Ended September 30, 2002, 2001 and 2000............................ 32

Notes to Consolidated Financial Statements......................................................................... 33

Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 as Adopted Pursuant to Section 302
of the Sarbanes - Oxley Act of 2002............................................................................. 59 & 60

Independent Auditors' Report on Consolidated Financial Statement Schedule.......................................... 61

Schedule II--Valuation and Qualifying Accounts, Years Ended September 30, 2002, 2001 and 2000...................... 63

25

Report by Management

Management's Responsibility for Financial Reporting

Management has prepared and is responsible for the integrity and
objectivity of the consolidated financial statements and related information
included in the Annual Report. The consolidated financial statements, which
include amounts based on management's best judgments and estimates, were
prepared in conformity with generally accepted accounting principles. Financial
information elsewhere in this Annual Report is consistent with that in the
consolidated financial statements.

The Company maintains a system of internal controls designed to provide
reasonable assurance at reasonable cost that assets are safeguarded and
transactions are properly executed and recorded for the preparation of reliable
financial information. The internal control system is augmented with written
policies and procedures, an organizational structure providing division of
responsibilities, careful selection and training of qualified financial people
and a program of periodic audits performed by both internal auditors and
independent public accountants.

The Audit Committee of the Board of Directors, composed solely of
non-employee directors, meets regularly with management, internal auditors and
our independent accountants to ensure that each is meeting its responsibilities
and to discuss matters concerning internal controls and financial reporting.
Both the independent and internal auditors have unrestricted access to the Audit
Committee.

/s/ Michael D. Fleisher
- --------------------------------
Michael D. Fleisher
Chairman of the Board and Chief Executive Officer

/s/ Maureen E. O'Connell
- --------------------------------
Maureen E. O'Connell
Chief Financial Officer

26

Independent Auditors' Report

The Board of Directors and Stockholders
Gartner, Inc.:

We have audited the accompanying consolidated balance sheets of Gartner,
Inc. and subsidiaries as of September 30, 2002 and 2001, and the related
consolidated statements of operations, stockholders' equity (deficit) and
comprehensive income (loss) and cash flows for each of the years in the
three-year period ended September 30, 2002. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Gartner,
Inc. and subsidiaries as of September 30, 2002 and 2001, and the results of
their operations and their cash flows for each of the years in the three-year
period ended September 30, 2002, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Notes 1 and 8, the Company adopted Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible Assets" in the year
ended September 30, 2002.

/s/ KPMG LLP

New York, New York
October 29, 2002

27

GARTNER, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

See Notes to Consolidated Financial Statements.

28

GARTNER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

See Notes to Consolidated Financial Statements.

29

GARTNER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT SHARE DATA)

30

Net income ......................................... -- -- -- -- --
Foreign currency translation adjustments ........... -- -- -- -- (69)
Change in net unrealized loss on
marketable investments, net of
tax benefit of $630 ............................. -- -- -- -- 945

Comprehensive income ......................... -- -- -- -- --
Issuance of 1,989,049 shares of Class A Common
Stock upon exercise of stock options .......... -- 1 17,730 -- --
Issuance from treasury stock of 560,861
shares of Class A Common Stock for
purchases by employees .......................... -- -- 3,400 -- --
Tax benefits of stock transactions with
employees ....................................... -- -- 2,280 -- --
Acquisition of 2,153,400 shares of Class A and
2,311,700 shares of Class B Common Stock ....... -- -- -- -- --
Issuance of 3,159 shares of Class A
Common Stock for directors compensation ......... -- -- 55 -- --
Compensation from modification of
stock options related to employee
terminations .................................... -- -- 1,403 -- --
Amortization of unearned compensation .............. -- -- -- 1,317 --
Issuance of 81,613 shares of Class A
Common Stock upon earnout of restricted
shares and forfeiture of unvested restricted
share awards .................................... -- -- (361) 361 --

------------ ------------ ------------ ------------ ------------
Balance at September 30, 2002 ...................... $ -- $ 60 $ 366,723 $ (3,467) $ (14,085)
============ ============ ============ ============ ============

See Notes to Consolidated Financial Statements.

31

GARTNER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

See Notes to Consolidated Financial Statements.

32

GARTNER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION. The fiscal year of Gartner, Inc. (the "Company")
represents the period from October 1 through September 30. References to 2002,
2001 and 2000, unless otherwise indicated, are to the respective fiscal year.
Certain prior year amounts have been reclassified to conform to the current year
presentation.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements
include the accounts of the Company and its majority-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated.
Investments in companies in which the Company owns less than 50% but has the
ability to exercise significant influence over operating and financial policies
are accounted for using the equity method. All other investments for which the
Company does not have the ability to exercise significant influence are
accounted for under the cost method of accounting. The results of operations for
acquisitions of companies accounted for using the purchase method have been
included in the Consolidated Statements of Operations beginning on the closing
date of acquisition.

REVENUE AND COMMISSION EXPENSE RECOGNITION. The Company typically
enters into annually renewable subscription contracts for research products.
Revenue from research products is deferred and recognized ratably over the
applicable contract terms. 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
cancelations to date. With the exception of certain government contracts which
permit termination and contracts with special billing terms, it is the Company's
policy to record the entire amount of the contract that is billable as a fee
receivable at the time the contract is signed, which represents a legally
enforceable claim, and a corresponding amount as deferred revenue. For those
government contracts that permit termination, the Company bills the client the
full amount billable under the contract but only records a receivable equal to
the earned portion of the contract. In addition, the Company only records
deferred revenue on these government contracts when cash is received. Deferred
revenue attributable to government contracts were $28.9 million and $24.5
million at September 30, 2002 and 2001, respectively. In addition, at September
30, 2002 and 2001, the Company had not recognized receivables or deferred
revenues relating to government contracts that permit termination of $7.7
million and $13.3 million, respectively, which had been billed but not yet
collected. The Company records the commission obligation related to research
contracts upon the signing of the contract and amortizes the corresponding
deferred commission expense over the contract period in which the related
revenues are earned.

Consulting revenues, primarily derived from consulting, measurement and
strategic advisory services (paid one-day analyst engagements), are recognized
primarily on a percentage of completion basis and on a time and materials basis
as work is performed and services are provided on a contract by contract basis.

Events revenue is deferred and recognized upon the completion of the
related symposium, conference or exhibition. In addition, the Company defers
certain costs directly related to events and expenses these costs in the period
during which the related symposium, conference or exhibition occurs. The
Company's policy is to defer only those costs, primarily prepaid site and
production services costs, which are incremental and are directly attributable
to a specific event. Other costs of organizing and producing the Company's
events, primarily Company personnel and non-event specific expenses, are
expensed in the period incurred. At the end of each fiscal quarter, management
assesses on an event-by-event basis whether expected direct costs of producing a
scheduled event will exceed expected revenues. If such costs are expected to
exceed revenues, the Company records the expected loss in the period determined.

Other revenues includes software licensing fees which are recognized
when a signed non-cancelable software license exists, delivery has occurred,
collection is probable, and the Company's fees are fixed or determinable.
Revenue from software maintenance is deferred and recognized ratably over the
term of each maintenance agreement, which is typically twelve months.

CASH AND CASH EQUIVALENTS. All highly liquid investments with original
maturities of three months or less are classified as cash equivalents. The
carrying value of these investments approximates fair value based upon their
short-term maturity. Investments with maturities of more than three months are
classified as marketable securities.

INVESTMENTS IN EQUITY SECURITIES. The Company accounts for its
investments in publicly traded equity securities under Statement of Financial
Accounting Standards ("SFAS ") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities. These investments, which meet the criteria for
classification as available for sale, are recorded at fair value and are
included as Marketable Equity Securities on the Consolidated Balance Sheets
given the Company's ability and intent to sell such investments within a one
year period. Unrealized gains and losses on these marketable investments are
recorded, net of tax, as a component of Accumulated other comprehensive income
(loss), net within the Stockholders' equity (deficit) section of the
Consolidated Balance Sheets. Realized gains and losses are recorded in Net gain
(loss) from sale of investments within the Consolidated Statements of
Operations. The cost of equity securities sold is based on specific
identification. The Company assesses the need to record impairment losses on
investments and records such losses when the impairment of an investment is
determined to be other than temporary in nature. In making this assessment, the
Company considers the significance and duration of the decline in value and the
valuation of comparable companies operating in the

33

Internet and technology sectors. The impairment factors the Company evaluates
may change in subsequent periods, since the entities underlying these
investments operate in a volatile business environment. In addition, these
entities may require additional financing to meet their cash and operational
needs; however, there can be no assurance that such funds will be available to
the extent needed at terms acceptable to the entities, if at all. These
impairment losses are reflected in Net loss from minority-owned investments
within the Consolidated Statements of Operations. Investments for which the
Company does not have the ability to exercise significant influence are
accounted for under the cost method of accounting. Accordingly, these
investments are carried at the lower of cost or net realizable value and are
included in Other assets in the Consolidated Balance Sheets (see Note 5 -
Investments). The equity method is used to account for investments in entities
that are not majority-owned and that the Company does not control but does have
the ability to exercise significant influence.

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS. Property, equipment and
leasehold improvements are stated at cost less accumulated depreciation and
amortization. Property and equipment are depreciated using the straight-line
method over the estimated useful lives of the assets. Leasehold improvements are
amortized using the straight-line method over the shorter of the estimated
useful lives of the assets or the remaining term of the related leases.

SOFTWARE DEVELOPMENT COSTS. The Company capitalizes certain computer
software development costs and enhancements after the establishment of
technological feasibility, limited to the net realizable value of the software
product, and ceases capitalization when the software product is available for
general release to clients. Until these products reach technological
feasibility, all costs related to development efforts are charged to expense.
Once technological feasibility has been determined, additional costs incurred in
development, including coding, testing, and documentation, are capitalized.
Amortization of software development costs is provided on a product-by-product
basis over the estimated economic life of the software, generally two years,
using the straight-line method. Amortization of capitalized computer software
development costs begins when the products are available for general release to
customers. Additionally, the Company capitalizes certain costs incurred to
purchase or to create and implement internal use software. Periodic reviews are
performed to ensure that unamortized capitalized software development costs
remain recoverable from future revenue.

GOODWILL AND INTANGIBLE ASSETS. Intangible assets include, non-compete
agreements, trademarks and tradenames. Goodwill represents the excess of the
purchase price of acquired businesses over the estimated fair value of the
tangible and identifiable intangible net assets acquired. Effective October 1,
2001, the Company adopted early SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 eliminates goodwill amortization upon adoption and
requires an initial assessment for goodwill impairment within six months after
initial adoption and at least annually thereafter. No goodwill amortization was
recognized during the year ended September 30, 2002. The Company completed its
initial transitional goodwill impairment assessment in the second fiscal quarter
of 2002 and determined that there was no impairment of goodwill and no
impairment charge to be recorded as a cumulative effect of a change in
accounting principle in accordance with SFAS No. 142. Non-compete agreements are
being amortized on a straight-line basis over the period of the agreement
ranging from two to five years. Tradenames are being amortized on a
straight-line basis over their estimated useful lives ranging from nine to
twelve years. In addition, no impairment was recognized as a result of the
Company's annual evaluation.

IMPAIRMENT OF LONG-LIVED ASSETS AND INTANGIBLE ASSETS. The Company
reviews long-lived assets and intangible assets other than goodwill for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the respective asset may not be recoverable. Such evaluation
may be based on a number of factors including current and projected operating
results and cash flows, changes in management's strategic direction as well as
other economic and market variables. Management's policy regarding long-lived
assets and intangible assets other than goodwill is to evaluate the
recoverability of these assets by determining whether the balance can be
recovered through undiscounted future operating cash flows. Should events or
circumstances indicate that the carrying value might not be recoverable based on
undiscounted future operating cash flows, an impairment loss would be
recognized. The amount of impairment, if any, is measured based on the
difference between projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds and the carrying
value of the asset (see Note 6 -- Other Charges).

FOREIGN CURRENCY TRANSLATION. All assets and liabilities of foreign
subsidiaries are translated into U.S. dollars at fiscal year-end exchange rates.
The resulting translation adjustments are recorded as foreign currency
translation adjustments, as a component of Accumulated other comprehensive
income (loss) within the stockholders' equity (deficit) section of the
Consolidated Balance Sheets. Income and expense items are translated at average
exchange rates for the year. Currency transaction gains or losses arising from
transactions denominated in currencies other than the functional currency are
included in results of operations within Other expense, net within the
Consolidated Statements of Operations.

INCOME TAXES. Deferred tax assets and liabilities are recognized based
on differences between the book and tax basis of assets and liabilities using
presently enacted tax rates. The provision for income taxes is the sum of the
amount of income tax paid or payable for the year as determined by applying the
provisions of enacted tax laws to taxable income for that year and the net
changes during the year in deferred tax assets and liabilities. Undistributed
earnings of subsidiaries outside of the U.S. amounted to approximately $40.0
million as of September 30, 2002 and will either be indefinitely reinvested or
remitted substantially free of U.S. tax. Accordingly, no material provision has
been made for taxes that may be payable upon remittance of such earnings, nor is
it practicable to determine the amount of any liability. The Company credits
additional paid-in capital for realized tax benefits arising from stock
transactions with employees. The

34

tax benefit on a nonqualified stock option is equal to the tax effect of the
difference between the market price of the Company's common stock on the date of
exercise and the exercise price.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The Company's financial
instruments include cash and cash equivalents, fees receivable, accounts
payable, and accruals which are short-term in nature. The carrying amounts of
these financial instruments approximate their fair value. Investments in
publicly traded equity securities are valued based on quoted market prices.
Investments in equity securities that are not publicly traded are valued at the
lower of cost or net realizable value, which approximates fair market value.

Long-term convertible debt consists of 6% convertible subordinated
notes (see Note 10--Debt). Although there were no amounts outstanding at
September 30, 2002 under a senior revolving credit facility, the carrying amount
of any such borrowings would approximate fair value as the rates of interest on
the revolving credit facility approximate current market rates of interest for
similar instruments with comparable maturities.

CONCENTRATIONS OF CREDIT RISK. Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of cash
and cash equivalents, marketable equity securities and fees receivable.
Concentrations of credit risk with respect to fees receivable are limited due to
the large number of clients comprising the client base and their dispersion
across many different industries and geographic regions.

USE OF ESTIMATES. The preparation of consolidated financial statements
in conformity with generally accepted accounting principles in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities and disclosures, if any, of contingent
assets and liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates. Estimates are used when accounting for such
items as allowance for doubtful accounts, investments, depreciation,
amortization, income taxes and certain accrued liabilities.

RECENTLY ISSUED ACCOUNTING STANDARDS. In November 2001, the Emerging
Issues Task Force reached a consensus on issue No. 01-14, "Income Statement
Characterization of Reimbursements Received for 'Out-of-Pocket' Expenses
Incurred." The consensus requires reimbursements received for out-of-pocket
expenses incurred to be characterized as revenue in the statements of
operations. Out-of-pocket expenses are incidental expenses incurred as part of
ongoing operations and include, but are not limited to, expenses related to
airfare, mileage, hotel stays, out-of-town meals, photocopies and
telecommunication and facsimile charges. This consensus must be applied to
financial reporting periods beginning after December 15, 2001 with
reclassification of prior periods for comparability. The Company adopted the
consensus beginning with the second quarter of fiscal 2002, and in accordance
with the consensus, reclassified prior periods. For the years ended September
30, 2002, 2001 and 2000, adoption of the consensus caused both revenues and cost
of services and product development in the consulting segment to increase by
$10.0 million, $10.8 million and $7.9 million, respectively.

In April 2002, Statement of Financial Accounting Standards No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections" ("SFAS No. 145") was issued. FASB Statement
No. 4 required all gains and losses from the extinguishment of debt to be
reported as extraordinary items and Statement No. 64 related to the same matter.
FAS 145 requires gains and losses from certain debt extinguishment to not be
reported as extraordinary items when the use of debt extinguishment is part of
the risk management strategy. Statement No. 44 was issued to establish
transitional requirements for motor carriers relative to intangible assets.
Since those transitions are completed, Statement 44 is no longer applicable.
SFAS No. 145 also amends Statement No. 13 requiring sale-leaseback accounting
for certain lease modifications. SFAS No. 145 is effective for fiscal years
beginning after May 15, 2002 (fiscal 2003 for Gartner). The provisions relating
to sale-leaseback are effective for transactions after May 15, 2002. The
adoption of SFAS No. 145 is not expected to have a material impact on the
Company's financial position or results of operations. Upon adoption, in 2003,
the extraordinary loss from the extinguishment of debt, net of taxes of $1.8
million or $(0.02) per share in fiscal 2000 will be reclassified to continuing
operations.

In July 2002, Statement of Financial Accounting Standards No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities" ("SFAS 146") was issued.
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities and nullifies Emerging Issues Task Force Issue
("EITF") 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The principle difference between SFAS 146 and EITF 94-3 relates
to the timing of liability recognition. Under SFAS 146, a liability for a cost
associated with an exit or disposal activity is recognized when the liability is
incurred. Under EITF 94-3, a liability for an exit cost was recognized at the
date of an entity's commitment to an exit plan. The provisions of SFAS 146 are
effective for exit or disposal activities that are initiated after December 31,
2002. The adoption of this statement is not expected to have a material impact
on the Company's financial position or results of operations as approval of the
Company's workforce and facility reductions announced on October 30, 2002 were
initiated prior to the SFAS No. 146 effective date (see Note 18 - Subsequent
Events - Unaudited).

35

2--BUSINESS ACQUISITIONS

FISCAL 2002

On June 10, 2002, the Company acquired the remaining 49.9% of People3,
Inc., a leading authority on IT human capital. People3 has been integrated with
the Company's consulting segment. Prior to this acquisition, the Company owned
50.1% of People3 and consolidated its assets and liabilities and results of
operations with those of the Company. Revenues in fiscal 2002 were approximately
$6.9 million. The purchase price was $3.9 million, of which $0.2 million was
allocated to non-compete agreements, $0.3 million was allocated to
database-related assets and $3.4 million was allocated to goodwill. The
non-compete agreements are being amortized over the three-year non-compete
agreement. The database-related assets are being amortized over their estimated
useful life of five years.

During fiscal 2002, the Company completed additional acquisitions for
total consideration of approximately $0.7 million, of which $0.1 million was
allocated to tangible assets, $0.8 million was allocated to goodwill, $0.2
million was allocated to non-compete agreements and $0.4 million was allocated
to liabilities assumed. The non-compete agreements are being amortized over the
five-year non-compete agreement.

FISCAL 2001

On October 2, 2000, the Company acquired all of the assets and assumed
the liabilities of Solista Global LLC ("Solista") for approximately $9.0 million
in cash. Solista is a provider of strategic consulting services that merge
technology and business expertise to help clients build strategies for the
digital world. The acquisition was accounted for by the purchase method and the
purchase price was allocated to the assets acquired and the liabilities assumed,
based upon estimated fair values at the date of the acquisition. The excess
purchase price over the fair value of amounts assigned to the net tangible
assets acquired was approximately $6.5 million, of which $6.0 million was
allocated to goodwill. In addition, $0.5 million of the purchase price was
allocated to non-compete agreements which are being amortized over three years.
See Note 6 - Other Charges.

During fiscal 2001, the Company completed additional acquisitions for
consideration of $3.0 million in cash. The largest of these was the acquisition
of an events business for approximately $2.6 million.

FISCAL 2000

On December 10, 1999, the Company acquired all of the assets and
assumed the liabilities of Rendall and Associates, Inc. ("Rendall") for $12.0
million in cash. Rendall provides strategic planning advice, feasibility and
competitive analysis and research on the telecommunications market,
technologies, regulation and public policies. Additionally, Rendall provides
technical expertise in broadband technologies. The acquisition was accounted for
by the purchase method and the purchase price was allocated to the assets
acquired and the liabilities assumed, based upon estimated fair values at the
date of the acquisition. The excess purchase price over the fair value of
amounts assigned to the net tangible assets acquired was approximately $11.1
million, of which $9.9 million was allocated to goodwill. In addition, $1.2
million of the purchase price was allocated to a non-compete agreement, which is
being amortized over 5 years.

On November 30, 1999, the Company acquired all the outstanding shares
of Computer Financial Consultants Limited ("CFC") for $16.0 million in cash. CFC
provides senior executives in IT and purchasing with assistance intended to
enhance the procurement of IT related products and services. The acquisition was
accounted for by the purchase method and the purchase price was allocated to the
assets acquired and the liabilities assumed, based upon estimated fair values at
the date of the acquisition. The excess purchase price over the fair value of
amounts assigned to the net tangible assets acquired was approximately $11.6
million, of which $11.0 million was allocated to goodwill. In addition, $0.6
million of the purchase price was allocated to a non-compete agreement, which is
being amortized over 5 years.

During fiscal 2000, the Company completed additional acquisitions for
consideration of $87.1 million in cash and a $1.0 million note payable,
including the acquisition of TechRepublic for $75.8 million (see Note 3 -
Discontinued Operation).

3--DISCONTINUED OPERATION

On July 2, 2001, the Company sold its subsidiary, TechRepublic, to CNET
for approximately $23.5 million in cash and common stock of CNET, before
reduction for certain termination benefits of $3.9 million. The gross proceeds
were $14.3 million in cash and 755,058 shares of CNET common stock, which had a
fair market value of $12.21 per share on July 2, 2001. The Consolidated
Financial Statements of the Company have been restated to reflect the
disposition of the TechRepublic segment as a discontinued operation in
accordance with APB Opinion No. 30. Accordingly, revenues, costs and expenses,
assets, liabilities, and cash flows of TechRepublic have been excluded from the
respective captions in the Consolidated Statements of Operations, Consolidated
Balance Sheets and Consolidated Statements of Cash Flows, and have been reported
through the date of disposition as "Loss from discontinued operation," "Net
assets of discontinued operation," and "Net cash used by discontinued
operation," for all periods presented.

36

During 2001, the Company recorded a pre-tax loss of $66.4 million
($39.9 million after tax) to recognize the loss on the sale. This pre-tax loss
includes a write-down of $42.4 million of assets, primarily goodwill, to net
realizable value, operating losses through the date of sale of $6.5 million,
severance and related benefits of $8.3 million, and other sale-related costs and
expenses, including costs associated with the closure of facilities, of $9.2
million.

Summarized financial information for the discontinued operation is as
follows (in thousands):

Statements of Operations Data

37

4--NET GAIN (LOSS) ON SALE OF INVESTMENTS

During the year ended September 30, 2002, the Company sold 748,118
shares of CNET for $6.0 million resulting in a pre-tax gain of $0.8 million.

During the year ended September 30, 2001, the Company sold its
remaining 1,922,795 shares of Jupiter Media Metrix ("Jupiter") for net cash
proceeds of $7.5 million at an average price of $3.91 per share for a pre-tax
loss of $5.6 million. In addition the Company received additional stock
distributions from its investment in SI Venture Associates, LLC ("SI I"), and SI
Venture Fund II, LP ("SI II"). During the year ended September 30, 2001, the
Company sold a portion of the shares received from SI I and SI II, and other
securities, for net cash proceeds of $6.9 million for a pre-tax gain of $5.0
million.

On June 30, 2000, the Company sold its 8% investment in NETg, Inc.
("NETg") for $36.0 million in cash to an affiliate of Harcourt, Inc. resulting
in a pre-tax loss of approximately $6.6 million. The Company received the cash
proceeds on July 7, 2000. In addition, the Company recorded an additional loss
in connection with a negotiated settlement of a joint venture agreement
associated with the sale of GartnerLearning for approximately $6.7 million.

On October 7, 1999, Jupiter completed its initial public offering at
$21.00 per share of common stock. Upon completion of Jupiter's initial public
offering, the Company owned 4,028,503 shares of Jupiter's outstanding common
stock. The change in the Company's proportionate share of Jupiter's equity
resulted in the Company's write-up of the investment by approximately $15.4
million and increases in deferred tax liability and additional paid-in capital
of approximately $7.1 million and $8.3 million, respectively. During fiscal
2000, the Company's ownership interest decreased below 20% of Jupiter's
outstanding common stock. Because the Company had concluded it no longer
exercised significant influence over Jupiter, it changed its method of
accounting for this investment from the equity method to the cost method. During
the year ended September 30, 2000, the Company sold 1,995,950 shares for net
cash proceeds of $55.5 million at an average price of $27.81 per share for a
pre-tax gain of $42.9 million. In September 2000, Jupiter merged with Media
Metrix, Inc., creating Jupiter. Jupiter shareholders received 0.946 shares of
Jupiter for each share of Jupiter that they owned. At the date of the merger,
the Company owned 2,032,553 shares of the former Jupiter, which were exchanged
for shares of Jupiter.

38

5--INVESTMENTS

A summary of the Company's investments in marketable equity securities and
other investments at September 30, 2002 and 2001 is as follows (in thousands):

CNET Shares

At September 30, 2001, marketable equity securities were comprised of
755,058 shares of CNET received in connection with the sale of TechRepublic,
which had a fair value of $12.21 per share, or $9.2 million on July 2, 2001, the
closing date. Subsequent to the closing, the market value of the CNET shares
declined substantially; accordingly, in the fourth quarter of fiscal 2001, the
Company recorded a $3.9 million impairment charge in net loss from
minority-owned investments, representing an other than temporary decline in
market value of the CNET common stock. At September 30, 2001, these shares were
reflected in the Consolidated Balance Sheets at their fair market value of $3.3
million after giving effect to an additional $2.0 million of unrealized losses.
During fiscal 2002, 748,118 shares of CNET were sold for $6.0 million at an
average price per share of $8.05 resulting in a pre-tax gain of $0.8 million.
The remaining 6,940 CNET shares were written off for a loss of $49 thousand.

SI and Other Investments - Related Party

In addition to equity securities owned directly by the Company and
through SI I, a wholly owned affiliate, the Company also owns 34% of SI II. Both
entities are venture capital funds engaged in making investments in early to
mid-stage IT-based or Internet-enabled companies. Both entities are managed by
SI Services Company, L.L.C., an entity controlled by the Company's former
Chairman of the Board, who continues as an employee and Chairman Emeritus of the
Company, and certain of the Company's former officers and employees. Management
fees paid to SI Services Company, L.L.C. are approximately $1.2 million per
year. In addition, the Company provides access to research and the use of
certain office space at no cost to SI Services Company, L.L.C. The Company had a
total original investment commitment to SI I and SI II of $10.0 million and
$30.0 million, respectively. The commitment to SI I was fully funded in prior
years. Of the $30.0 million commitment to SI II, $7.4 million remained unfunded
at September 30, 2001. On July 1, 2002, $1.5 million of the remaining commitment
was funded. The $5.9 million commitment remaining at September 30, 2002 may be
called by SI at any time.

Other investments is comprised of investments in SI I, SI II and
cost-based investments. The carrying value of the Company's investments held by
SI I and SI II were $2.5 million and $5.5 million, respectively, at September
30, 2002. The carrying value of other cost-based investments was $4.7 million at
September 30, 2002. The other cost-based investments represent the Company's 9%
investment in Trusecure Corporation, a company that provides internet security
assurance through awareness and continuous certification of products and
systems. Trusecure's revenues were $29 million for the year ended December 31,
2001. The Company sells certain Trusecure services. The value of Trusecure
services sold by the Company were $3.7 million, $1.2 million and $0.2 million in
fiscal 2002, 2001 and 2000, respectively.

The Company's share of equity gains in SI I and SI II was $0.2 million
for the year ended September 30, 2002 and was a loss of $0.3 million and $0.5
million for the years ended September 30, 2001 and 2000, respectively. During
the year ended September 30, 2002, the Company recognized impairment losses of
$2.5 million, in connection with the Company's decision to actively pursue the
sale of the investments held in the SI funds. During the year ended September
30, 2001, the Company recognized impairment losses of $26.5 million. These
impairment losses related to equity securities owned through SI I and SI II for
other than temporary declines in the value of

39

certain investments are reflected in "Net loss from minority-owned investments"
in the Consolidated Statements of Operations. The Company made an assessment of
the carrying value of its investments and determined that certain investments
were in excess of their fair value due to the significance and duration of the
decline and due to the valuation of comparable companies operating in the
Internet and technology sectors. The impairment factors the Company evaluated
may change in subsequent periods, since the entities underlying these
investments operate in a volatile business environment. In addition, these
entities may require additional financing to meet their cash and operational
needs; however, there can be no assurance that such funds will be available to
the extent needed at terms acceptable to the entities, if at all. This could
result in additional material non-cash impairment charges in the future.

6--OTHER CHARGES

During 2002, the Company recorded other charges of $17.2 million. Of these
charges, $10.0 million relates to costs and losses associated with the
elimination of excess facilities, principally leased facilities and ongoing
lease costs and losses associated with sub-lease arrangements. In addition,
approximately $5.8 million of these charges are associated with the Company's
workforce reduction announced in January 2002 and are for employee termination
severance payments and related benefits. This workforce reduction has resulted
in the elimination of approximately 100 positions, or approximately 2% of the
Company's workforce, and the payment of $5.3 million of termination benefits
during the fiscal year ended September 30, 2002. The remaining $1.4 million
relates to the impairment of certain database-related assets.

During 2001, the Company recorded other charges of $46.6 million. Of
these charges, $24.8 million are associated with the Company's workforce
reduction announced in April 2001. This workforce reduction has resulted in the
elimination of 383 positions, or approximately 8% of the Company's workforce,
and the payment of $6.4 million and $18.2 million of termination severance
payments and related benefits during the fiscal years ended September 30, 2002
and 2001, respectively. Approximately $14.3 million of the other charges are
associated with the write-down of goodwill and other long-lived assets to net
realizable value as a result of the Company's decision to discontinue certain
unprofitable products, and $7.5 million of the charge is associated primarily
with the write-off of internally developed systems in connection with the launch
of gartner.com and seat-based pricing. At September 30, 2002, $0.6 million of
the aggregate termination benefits relating to the workforce reduction remain to
be paid, primarily in the quarters ended December 31, 2002 and March 31, 2003.
The Company is funding these costs out of operating cash flows.

Following is a reconciliation of the other charges recorded in fiscal 2002 and
2001 (in thousands):

(1) The non-cash charges for the 2002 workforce reductions result from the
establishment of a new measurement date for certain stock options upon the
modification of their exercise term.

40

7--PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Property, equipment and leasehold improvements, less accumulated depreciation
and amortization consist of the following (in thousands):

At September 30, 2002 and 2001, capitalized development costs for
internal use software were $15.6 million and $27.3 million, respectively, net of
accumulated amortization of $27.4 million and $24.7 million, respectively.
Amortization of capitalized internal software development costs totaled $15.7
million, $14.3 million and $7.2 million in fiscal 2002, 2001 and 2000,
respectively.

41

8--INTANGIBLE ASSETS, NET

Effective October 1, 2001, the Company adopted early SFAS No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 eliminates goodwill amortization upon
adoption and requires an initial assessment for goodwill impairment within six
months after initial adoption and at least annually thereafter. Accordingly, no
goodwill amortization was recognized during the fiscal year ended September 30,
2002. The Company completed its initial transitional goodwill impairment
assessment in the second fiscal quarter of 2002 and determined that there was no
impairment of goodwill and no impairment charge to be recorded as a cumulative
effect of a change in accounting principle in accordance with SFAS No. 142.

The following table reconciles the reported net income (loss) and income (loss)
per share from continuing operations to the respective pro forma amount adjusted
to exclude goodwill amortization.

42

Included in the Company's balance sheet as of September 30, 2002 and 2001 are
the following categories of acquired intangible assets (in thousands).

September 30, 2002

September 30, 2001

Amortization related to intangible assets with finite lives was $1.9 million,
$2.8 million and $3.4 million for the fiscal years ended September 30, 2002,
2001 and 2000, respectively. In accordance with SFAS No. 142, the Company
reassessed the useful lives of all other intangible assets. There were no
changes to such lives and there are no expected residual values associated with
these intangible assets. Non-compete agreements are amortized over the term of
the individual contracts, generally two to five years, and trademarks and
tradenames are amortized over a period of nine to twelve years.

Estimated future amortization expense for the next five years is as follows (in
thousands):

43

9--ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following (in
thousands):

10--DEBT

On July 16, 1999, the Company entered into an unsecured Credit
Agreement with JPMorgan Chase Bank, as administrative agent for the
participating financial institutions thereunder, providing for a maximum of
$500.0 million of credit facilities, consisting of a $350.0 million term loan
and a $150.0 million senior revolving credit facility. On February 25, 2000, the
Company modified certain financial and other covenants to permit the issuance of
convertible debt. Loans under the revolving facility were to be available for
five years maturing on July 16, 2004, subject to certain customary conditions on
the date of any such loan. On July 17, 2000, the Company entered into a second
amendment to the Credit Agreement. Under this amendment, the Company agreed to
refinance all existing indebtedness and to repay in full and terminate the term
loans drawn under the existing Credit Agreement. At September 30, 2002, the
Company had a senior revolving credit facility, as amended, totaling a maximum
aggregate principal amount of up to $200.0 million. In connection with the
extinguishment of the $350.0 million term loan, the Company wrote off $1.7
million, net of the related tax benefit of $1.2 million, of deferred debt
issuance costs in the fourth quarter of fiscal 2000. The charge was recorded as
an extraordinary loss on debt extinguishment.

At September 30, 2002, there were no amounts outstanding under the
revolving credit facility. At September 30, 2001, $15.0 million was outstanding
under the revolving credit facility. A commitment fee of 0.30% to 0.50% is paid
on the unused revolving credit amount. Pursuant to certain financial covenants
of the revolving credit facility, the Company had $118.9 million of available
borrowings at September 30, 2002. The weighted average interest rate on
borrowings, which were only outstanding during October and November of 2001, was
3.6% for the year ended September 30, 2002. The weighted average interest rate
on borrowings was 6.8% for the year ended September 30, 2001.

On April 17, 2000, the Company issued in a private placement
transaction, $300.0 million of 6% convertible subordinated notes (the
"convertible notes") to Silver Lake Partners, L.P. ("Silver Lake") and certain
of Silver Lake's affiliates. The convertible notes mature in April 2005 and
accrue interest at 6% per annum. Interest accrues semi-annually by a
corresponding increase in the face amount of the convertible notes commencing
September 15, 2000. Accordingly, $46.3 million has been added to the face amount
of the convertible notes' balance outstanding as of September 30, 2002.

As part of the transaction, two Silver Lake representatives were
elected to the Company's ten-member Board of Directors. The Company also granted
to Silver Lake the right to acquire 5% of any Company subsidiary that is spun
off or spun out at 80% of the initial public offering price. The Company valued
the option at $1.0 million, which was recorded as a discount to the convertible
notes, and is being amortized to interest expense over the five-year term.

On April 18, 2000, $200.0 million of the proceeds were used to pay down
term loan borrowings under the Credit Agreement with JPMorgan Chase Bank. The
Company incurred $7.9 million of transaction and advisory fees related to the
transaction. These fees were accounted for as debt issuance costs and are being
amortized over the five-year term of the debt using the effective interest
method.

The convertible notes were originally convertible into shares of the
Company's Class A Common Stock, commencing April 17, 2003, at an initial price
of $15.87 per share. In accordance with the original terms of the note, on the
first anniversary date of issuance of the convertible notes, April 17, 2001, the
conversion price was adjusted, or reset, to be equal to the lower of the initial
conversion price of $15.87 per share, or the average closing price over the
thirty trading day period ending April 17, 2001 if less than $14.43, a price
equal to a 10% premium to the average closing price over that same period. On
April 17, 2001, the conversion price was reduced to $7.45 per share. The number
of shares of Class A Common Stock issuable upon conversion of the notes as of
September 30, 2002 was 46.6 million shares with a total market value of $377.1
million, using the Company's September 30, 2002 market price of $8.10 per share.

44

On or after April 17, 2003, subject to satisfaction of certain
customary conditions, the Company may redeem all of the convertible notes for
cash provided that (1) the average closing price of the Class A Common Stock for
the twenty consecutive trading days immediately preceding the date the
redemption notice is given equals or exceeds 150% of the adjusted conversion
price of $7.45 per share, and (2) the closing price of the Class A Common Stock
on the trading day immediately preceding the date the redemption notice is given
also equals or exceeds 150% of the adjusted conversion price. The redemption
price is the face amount of the notes plus all accrued interest. If the Company
initiates the redemption, Silver Lake has the option of receiving payment in
cash, stock, or a combination of cash and stock.

Commencing on April 18, 2003, Silver Lake may elect to convert all or a
portion of the notes to stock. If Silver Lake initiates the conversion, the
Company has the option of redeeming all such notes for cash at a price based on
the number of shares into which the notes would be converted and the market
price on the date the notice of conversion is given.

On the maturity date, April 17, 2005, the Company must satisfy any
remaining notes for cash.

The Company issues letters of credit in the ordinary course of
business. At September 30, 2002, the Company had outstanding letters of credit
with JPMorgan Chase Bank for $3.7 million, The Bank of New York for $2.0
million and with others for $0.1 million.

11--COMMITMENTS AND CONTINGENCIES

The Company leases various facilities, furniture and computer equipment
under operating lease arrangements expiring between 2002 and 2025. Future
minimum annual payments under non-cancelable operating lease agreements at
September 30, 2002 are as follows (in thousands):

Rental expense for operating leases was $27.6 million, $26.9 million,
and $22.4 million for the years ended September 30, 2002, 2001 and 2000,
respectively. The Company has commitments with two facilities management
companies for printing, copying, mailroom and other related services, which
expires during 2003. The minimum obligation under the service agreements is $1.6
million in the aggregate for 2003.

The Company is involved in legal proceedings and litigation arising in
the ordinary course of business. The Company believes the outcome of all current
proceedings, claims and litigation will not have a material effect on the
Company's financial position or results of operations when resolved in a future
period.

12--STOCKHOLDERS' EQUITY (DEFICIT)

CAPITAL STOCK. Class A Common Stock and Class B Common Stock
stockholders are entitled to one vote per share on all matters to be voted by
stockholders and vote together as a single class, other than with respect to the
election of directors. Class A Common Stock stockholders are entitled to one
vote per share on the election of Class A directors, which constitute no more
than 20% of the directors, and Class B Common Stock stockholders are entitled to
one vote per share on the election of Class B directors, which constitute at
least 80% of the directors.

STOCK OPTION PLANS. The Company's 1991 Stock Option Plan expired on
April 25, 2001. As a result, as of September 30, 2002 and 2001, no options were
available for future grant under this plan.

In January 1993, the Company adopted the 1993 Director Option Plan, a
stock option plan for directors, and reserved an aggregate of 1,200,000 shares
of Class A Common Stock for issuance under this plan. The plan currently
provides for the automatic grant of 15,000 options to purchase shares of Class A
Common Stock to each non-employee director upon first becoming an outside
director and the automatic grant of an option to purchase an additional 7,000
shares of Class A Common Stock annually based on continuous service as an
outside director. The exercise price of each option granted under the plan is
equal to the fair market value of the Class A Common Stock at the date of grant.
Options granted are subject to yearly vesting over a three-year period after the
date of grant. Non-employee directors are also compensated in common stock
equivalents payable under this plan. At September 30, 2002 and 2001, 384,995 and
420,738 options were available for grant, respectively.

45

In October 1994, the Board of Directors and stockholders of the Company
approved the adoption of a Long-Term Stock Option Plan and the reservation of an
aggregate of 6,560,000 shares of Class A Common Stock for issuance thereunder.
The purpose of the plan is intended to provide to senior personnel long-term
equity participation in the Company as an incentive to promote the long-term
success of the Company. The exercise price of each option granted under the plan
is equal to the fair market value of the Class A Common Stock at the date of
grant. Prior to 2001, options granted under the plan vest and become fully
exercisable five years following the date of grant, based on continued
employment, and have a term of ten years from the date of grant assuming
continued employment. Vesting and exercisability accelerates upon achievement of
certain financial performance targets determined by the Board of Directors. If
the financial performance targets are met for the year of grant in accordance
with parameters as set by the Board at its sole discretion, 25% of the shares
granted become exercisable on the first anniversary date following the date of
grant and, if cumulative financial performance targets are met for both the
first and second years following the date of grant, a second 25% become
exercisable three years following the date of grant. If cumulative financial
performance targets are met for all three years following the date of grant, a
third 25% become exercisable on the fourth anniversary date following the date
of grant and the final 25% become exercisable on the fifth anniversary following
the date of grant. Based on cumulative performance through 2002, 1,186,000
shares were exercisable on September 30, 2002. An additional 62,500, shares not
subject to accelerated vesting, were exercisable on September 30, 2002. Options
granted in 2001 and 2002 under the 1994 plan vest over four years, with 25%
vesting after one year and the remaining 75% vesting monthly over the next three
years. At September 30, 2002 and 2001, 30,250 and 419,250 options were available
for grant, respectively.

In October 1996, the Company adopted the 1996 Long Term Stock Option
Plan. Under the terms of the plan, the Board of Directors may grant
non-qualified and incentive options, entitling employees to purchase shares of
the Company's common stock at the fair market value at the date of option grant.
A total of 1,800,000 shares of Class A Common Stock was reserved for issuance
under this plan. All options granted under the plan vest and become fully
exercisable six years following the date of grant, based on continued
employment, and have a term of ten years from the date of grant assuming
continued employment. Prior to 2002, vesting and exercisability accelerates upon
achievement of certain financial performance targets determined by the Board of
Directors. If financial performance targets are met in the year of grant in
accordance with parameters as set by the Board at its sole discretion, 25% of
the shares granted become exercisable on the third anniversary date following
the date of grant. If cumulative financial performance targets are met for both
the first and second years following the date of grant, a second 25% become
exercisable three years following the date of grant. If financial performance
targets are met cumulatively for all three years following the date of grant, a
third 25% become exercisable on the fourth anniversary date following the date
of grant and the final 25% become exercisable on the fifth anniversary following
the date of grant. Based on cumulative performance for 1997 to 1999, 697,000
options were exercisable on September 30, 2002. No additional acceleration of
vesting is possible. Options granted in 2002 under the 1996 plan vest over four
years, with 25% vesting after one year and the remaining 75% vesting monthly
over the next three years. At September 30, 2002 and 2001, 568,458 and 952,125
options to purchase common stock were available for grant, respectively.

In October 1998, the Company adopted the 1998 Long Term Stock Option Plan. Under
the terms of the plan, the Board of Directors may grant non-qualified and
incentive options, entitling employees to purchase shares of the Company's
common stock at the fair market value at the date of option or restricted stock
grant. A total of 2,500,000 shares of Class A Common Stock was reserved for
issuance under this plan. Options currently granted under the plan generally
vest and become fully exercisable six years following the date of grant, based
on continued employment, and have a term of ten years from the date of grant
assuming continued employment. Vesting and exercisability accelerates upon
achievement of certain financial performance targets determined by the Board of
Directors. If financial performance targets are met in the year of grant in
accordance with parameters as set by the Board at its sole discretion, 25% of
the shares granted become exercisable on the third anniversary date following
the date of grant. If cumulative financial performance targets are met for both
the first and second years following the date of grant, a second 25% become
exercisable three years following the date of grant. If financial performance
targets are met cumulatively for all three years following the date of grant, a
third 25% become exercisable on the fourth anniversary date following the date
of grant and the final 25% become exercisable on the fifth anniversary following
the date of grant. Based on cumulative 2002 performance, no vesting has
accelerated. At September 30, 2002 and 2001, 1,024,344 and 838,509 options to
purchase common stock were available for grant, respectively.

In November 1999, the Company adopted the 1999 Stock Option Plan. Under
the terms of the plan, the Board of Directors may grant non-qualified and
incentive stock options and other awards to eligible employees and consultants.
The Company's directors and most highly compensated executive officers are not
eligible for awards under the plan. A total of 20,000,000 shares of Class A
Common Stock was reserved for issuance under this plan. Substantially all of the
options currently granted under the plan vest and become fully exercisable each
year for three years in equal installments following the date of grant, based on
continued employment, and have a term of ten years from the date of grant
assuming continued employment. On July 25, 2002, the Board of Directors approved
an amendment to the plan increasing the shares reserved by 3,500,000 to
23,500,000. At September 30, 2002 and 2001, 3,990,266 and 2,767,349 options to
purchase common stock were available for grant, respectively.

A summary of stock option activity under the plans and agreement
through September 30, 2002 follows:

46

Options for the purchase of 17,590,919 and 12,935,484 shares of Class A
Common Stock were exercisable at September 30, 2002 and 2001, respectively.

The following table summarizes information about stock options outstanding at
September 30, 2002:

EMPLOYEE STOCK PURCHASE PLANS. In January 1993, the Company adopted an
employee stock purchase plan, and reserved an aggregate of 4,000,000 shares of
Class A Common Stock for issuance under this plan. In March 2002, shareholders
approved the 2002 Employee Stock Purchase Plan with substantially identical
terms. Eligible employees are permitted to purchase Class A 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 85% of the Class A Common
Stock price as reported by the NYSE at the beginning or end of each offering
period, whichever is lower. Eligible international employees can purchase shares
at a price that is calculated monthly with no corresponding discount. During the
years ended September 30, 2002 and 2001, 560,861 and 769,085 shares were issued
from treasury stock at an average purchase price of $7.90 and $7.01 per share,
respectively, in conjunction with these plans. At September 2002, 3,722,256
shares were available for purchase under the 2002 plan. At September 30, 2002
and 2001, 403,629 and 676,994 shares were also available for purchase under the
1993 plan.

RESTRICTED STOCK AWARDS. Beginning in 1998, the Company granted
restricted stock awards under the 1991 Stock Option Plan and the 1998 Long Term
Stock Option Plan. The restricted stock awards vest in six equal installments
with the first installment vesting two years after the grant and then annually
thereafter for five years. Recipients are not required to provide consideration
to the Company other than rendering service and have the right to vote the
shares and to receive dividends. The restricted stock may not be sold by the
employee during the vesting period. In 1999, the Company also awarded 40,500
stock options under the 1998 Long Term Stock Option Plan with an exercise price
of $1.00 per share that vest on the same basis as the restricted stock awards to
certain international employees. Such stock options had a weighted average fair
market value of $22.81 per stock option on the date of grant. At September 30,
2002, a total of 178,167 restricted shares of Class A Common Stock were
outstanding at a weighted average market value, as of the original award date,
of $23.31 per share. At September 30, 2001, a total of 271,666 restricted shares
of Class A Common Stock were outstanding at a weighted average market value, as
of the original award date, of $23.14 per share. There were no awards of
restricted stock in 2002 and 2001. In 2000, the Company awarded restricted stock
of 50,000 shares with a fair market value of $13.00 per share. During 2002,
there were forfeitures and acceleration of awards of 11,836 shares and 9,335
shares, respectively. At September 30, 2002, the aggregate unamortized
compensation expense for restricted stock awards and the $1 stock option grants
was $3.5 million and is included as Unearned

47

compensation in the Consolidated Balance Sheets. During 2001, there were
forfeitures and acceleration of awards of 64,593 shares and 9,581 shares,
respectively. Total compensation expense recognized for the restricted stock
awards and option grants was $1.3 million, $1.1 million and $1.1 million for
2002, 2001 and 2000, respectively.

DEFERRED COMPENSATION EMPLOYEE STOCK TRUST. The Company has
supplemental deferred compensation arrangements for the benefit of certain
officers, managers and other key employees. These arrangements are funded by
life insurance contracts, which have been purchased by the Company. The plan
permits the participants to diversify their investments. The value of the assets
held, managed and invested, pursuant to the agreement was $8.1 million and $7.8
million at September 30, 2002 and 2001, respectively, and are included in other
assets. The corresponding deferred compensation liability of $9.6 million and
$8.8 million at September 30, 2002 and 2001, is recorded at the fair market
value of the shares held in a rabbi trust and adjusted, with a corresponding
charge or credit to compensation cost, to reflect the fair value of the amount
owed to the employee. Total compensation expense recognized for the plan in
fiscal 2002 was $0.6 million, compared to $0.1 million of income in 2001.

FORWARD PURCHASE AGREEMENTS. Beginning in 1997, the Company entered
into a series of forward purchase agreements to effect the repurchase of
1,800,000 of its Class A Common Stock. These agreements were settled quarterly
at the Company's option on a net basis in either shares of its own Class A
Common Stock or cash. To the extent that the market price of the Company's Class
A Common Stock on a settlement date is higher (lower) than the forward purchase
price, the net differential is received (paid) by the Company. During the year
ended September 30, 2000, four settlements resulted in the Company receiving
155,792 shares of Class A Common Stock and paying approximately $8.2 million in
cash. During the year ended September 30, 2001, two settlements resulted in the
Company delivering 491,789 shares of Class A Common Stock and paying
approximately $64,000 in cash. During June 2001, the Company terminated the
forward purchase agreement by reacquiring 1,164,154 shares of Class A Common
Stock for approximately $9.7 million. There were no forward purchase agreements
outstanding at September 30, 2002.

STOCK REPURCHASES. On July 19, 2001, the Company's Board of Directors
approved the repurchase of up to $75.0 million of Class A and Class B Common
Stock. On July 25, 2002, the Company's Board of Directors increased the
authorized stock repurchase program from the previously approved $75 million to
up to $125 million of its Class A and Class B Common Stock.

48

Stock repurchases are summarized below:

As of September 30, 2002, the Company repurchased 6,791,209 shares of its
outstanding common stock at a cost of approximately $69.8 million at an average
price of $10.28 per share.

STOCK BASED COMPENSATION. The Company applies the provisions of APB
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations in accounting for stock-based compensation plans. Accordingly,
no compensation cost has been recognized for the Company's fixed stock option
plans. Pursuant to the requirements of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", the following are
the pro forma net income (loss) and net income (loss) per share for the years
ended September 30, 2001, 2000, and 1999 had compensation cost for the Company's
stock-based compensation plans been determined based on the fair value at the
grant date for grants under those plans (in thousands, except per share data):

49

The fair value of the Company's stock plans used to compute pro forma
net income (loss) and diluted per share disclosures is the estimated fair value
at grant date using the Black-Scholes option pricing model. The following
weighted-average assumptions were utilized for stock options granted or
modified:

The weighted average fair values of the Company's stock options granted
in the years ended September 30, 2002, 2001 and 2000 are $3.67, $3.77 and $6.63,
respectively.

13--COMPUTATION OF EARNINGS PER SHARE FROM CONTINUING OPERATIONS

Basic earnings per share ("EPS") is computed by dividing income (loss)
from continuing operations by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution of
securities that could share in earnings. When the exercise of stock options is
antidilutive they are excluded from the calculation.

The following table sets forth the reconciliation of the basic and
diluted earnings per share computations (in thousands, except per share).

For the year ended September 30, 2002, options to purchase 14.5 million
shares of Class A Common Stock of the Company with exercise prices greater than
the average fair market value of $10.57 were not included in the computation of
diluted income per share because the effect would have been antidilutive. For
the year ended September 30, 2001, options to purchase 35.0 million shares of
Class A Common Stock of the Company were not included in the computation of
diluted loss per share because the effect would have been antidilutive. For the
year ended September 30, 2000, options to purchase 14.3 million shares of Class
A Common Stock of the Company with exercise prices greater than the average fair
market value of $13.78 were not included in the computation of diluted income
(loss) per share because the effect would have been antidilutive. For the years
ended September 30, 2002, 2001 and 2000, unvested restricted stock awards were
not included in the computation of diluted income (loss) per share because the
effect would have been antidilutive. Additionally, convertible notes outstanding
for the year ended September 30, 2001 and 2000, representing 30.5 million and
8.8 million common shares, if converted, and the related interest expense of
$18.8 million and $8.2 million, respectively, were not included in the
computation of diluted income (loss) per share because the effect would have
been antidilutive.

50

14--INCOME TAXES

Following is a summary of the components of income (loss) before provision
(benefit) for income taxes, loss from discontinued operations and extraordinary
loss (in thousands):

The provision (benefit) for income taxes on the above income consists of the
following components (in thousands):

51

Current and long-term deferred tax assets and liabilities are comprised of the
following (in thousands):

Current and long-term net deferred tax assets were $3.7 million and $31.1
million as of September 30, 2002 and were $9.9 million and $29.4 million as of
September 30, 2001, respectively, and are included in Prepaid expenses and other
current assets and Other assets in the Consolidated Balance Sheets.

The valuation allowance relates to domestic state and local and foreign tax net
operating loss and capital loss carryforwards that more likely than not will
expire unutilized. The net increase in the valuation allowance of approximately
$3.1 million in the current year results primarily from the net increase in
state and local net operating losses. Approximately $2.4 million of the
valuation allowance will reduce additional paid-in-capital upon subsequent
recognition of any related tax benefits related to stock options.

The differences between the U.S. federal statutory income tax rate and the
Company's effective tax rate on income (loss) from continuing operations are:

As of September 30, 2002, the Company had U.S. federal capital loss
carryforwards of $21.9 million, of which $19.2 million will expire in four years
and the remaining $2.7 million will expire in five years, foreign tax credit
carryforwards of $8.8 million which will expire in four years and other federal
tax credit carryforwards of $1.8 million which can be carried forward
indefinitely. The Company had state and local tax net operating loss
carryforwards of $121.2 million, of which $26.1 million will expire within one
to five years, $22.3 million will expire within six to fifteen years, and $72.8
million will expire within sixteen to twenty years. The Company also had $72.3
million in state and local capital loss carryforwards that will expire in four
years. Lastly, the Company had foreign tax loss carryforwards of $5.1 million of
which $1.4 million will expire in one to five years and $3.7 million that can be
carried forward indefinitely.

52

15--EMPLOYEE BENEFITS

The Company has a savings and investment plan covering substantially
all domestic employees. The Company contributes amounts to this plan based upon
the level of the employee contributions. In addition, the Company also
contributes fixed and discretionary amounts based on employee participation and
attainment of operating margins set by the Board of Directors. Amounts expensed
in connection with the plan totaled $9.5 million, $10.5 million, and $8.5
million for the years ended September 30, 2002, 2001 and 2000, respectively.

16--SEGMENT INFORMATION

The Company previously managed its business in four reportable segments
organized on the basis of differences in its related products and services. With
the discontinuance and sale of TechRepublic (see Note 3--Discontinued
Operation), three reportable segments remain: research, consulting and events.
Research consists primarily of subscription-based research products. 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 of intangibles and other
charges. The accounting policies used by the reportable segments are the same as
those used by the Company.

The Company earns revenue from clients in many countries. Other than
the United States, the Company's country of domicile, there is no individual
country in which revenues from external clients represent 10% or more of the
Company's consolidated revenues. Additionally, no single client accounted for
10% or more of total revenue and the loss of a single client, in management's
opinion, would not have a material adverse effect on revenues.

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

53

The following tables present information about reportable segments (in
thousands). The "Other" column includes certain revenues and corporate 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
intersegment revenues:

The Company's consolidated revenues are generated primarily through
direct sales to clients by domestic and international sales forces and a network
of independent international distributors. The Company defines "Europe Revenues"
as revenues attributable to clients located in England and the European region
and "Other International Revenues" as revenues attributable to all areas located
outside of the United States, Canada and Europe. Most products and services of
the Company are provided on an integrated worldwide basis. Because of the
integration of products and services delivery, it is not practical to separate
precisely the revenues and operating income (loss) of the Company by geographic
location. Accordingly, the separation set forth in the table below is based upon
internal allocations, which involve certain management estimates and judgments.

54

European identifiable tangible assets consist primarily of the assets
of the European subsidiaries and include the accounts receivable balances
carried directly by the subsidiaries located in England, France and Germany. All
other European customer receivables are maintained by, and therefore are
included as identifiable assets of, the United States operations.

Summarized information by geographic location is as follows (in thousands):

55

17--QUARTERLY FINANCIAL DATA - (UNAUDITED)
(in thousands, except per share data)

(1) Includes other charges of $17.2 million in the quarter ended March 31,
2002, $31.1 million in the quarter ended March 31, 2001 and $15.5
million in the quarter ended September 30, 2001.

(2) Includes net losses from minority-owned investments of $2.5 million for
the quarter ended June 30, 2002 and $1.7 million, $3.4 million, $6.6
million and $15.1 million for each of the four quarters in the fiscal
year ended September 30, 2001. Also includes benefits for income taxes
from the utilization of foreign tax credits of $2.9 million in the
quarter ended June 30, 2001 and $11.6 million in the quarter ended
September 30, 2001.

(3) The aggregate of the four quarters' diluted earnings per common share
does not total the reported full fiscal year amount due to the effect
of dilutive securities and rounding.

18--SUBSEQUENT EVENTS - UNAUDITED

On October 30, 2002, the Company announced that it expected to incur a
charge of about $25 million in the quarter ending December 31, 2002, for
reductions in facilities and workforce as the Company continues to align
business resources with revenue expectations.

On October 30, 2002, the Company announced that the Board of Directors
approved a change of the Company's fiscal year from September 30 to December 31.
The change in fiscal year-end will better align overall operations with the
sales organization, which was already operating under a December 31 year-end to
correspond with the majority of its clients as well as its competitors. The
Company intends to file an audited Form 10-K transition report for the
three-month period ended December 31, 2002.

56

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report on Form 10-K to be signed on its behalf by the
undersigned, duly authorized, in Stamford, Connecticut, on December 27, 2002.

Gartner, Inc.

Date: December 27, 2002 By: /s/ MICHAEL D. FLEISHER
------------------------
Michael D. Fleisher
Chairman of the Board, Chief
Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below appoints Michael D. Fleisher and
Maureen E. O'Connell and each of them, acting individually, as his or her
attorney-in-fact, each with full power of substitution, for him or her in all
capacities, to sign all amendments to this Report on Form 10-K, and to file the
same, with appropriate exhibits and other related documents, with the Securities
and Exchange Commission. Each of the undersigned, ratifies and confirms his or
her signatures as they may be signed by his or her attorney-in-fact to any
amendments to this Report.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

57

/s/ JAMES C. SMITH Director December 27, 2002
- ----------------------------
James C. Smith

/s/ DAVID J. ROUX Director December 27, 2002
- ----------------------------
David J. Roux

/s/ DENNIS G. SISCO Director December 27, 2002
- ----------------------------
Dennis G. Sisco

/s/ MAYNARD G. WEBB, JR. Director December 27, 2002
- ----------------------------
Maynard G. Webb, Jr.

58

CERTIFICATION PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(1) I have reviewed this annual report on Form 10-K of Gartner, Inc.;

(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

(3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

(5) The registrant's other certifying officers and I have disclosed,
based on my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors:

a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

(6) The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ Michael D. Fleisher
- -------------------------------
Michael D. Fleisher
Chief Executive Officer
December 27, 2002

59

CERTIFICATION PURSUANT TO
RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(1) I have reviewed this annual report on Form 10-K of Gartner, Inc.;

(2) Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

(3) Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this annual report;

(4) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this annual
report is being prepared;

b) evaluated the effectiveness of the registrant
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;

(5) The registrant's other certified officers and I have disclosed,
based on my most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors;

a) all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report financial data and have
identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and

(6) The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

/s/ Maureen E. O'Connell
- -----------------------------------
Maureen E. O'Connell
Chief Financial Officer
December 27, 2002

60