What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-16 compared with 2022-02-23 · 150 added, 192 removed, 1393 unchanged (20% of the section changed)

30 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal Three:

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal Five:

Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2023 Proxy Statement.

32 unchanged sentences

Form of 2023 Performance Stock Unit Agreement for executive officers.

10.1 6 (1 2 )+

Form of Restricted Stock Unit Agreement for non-employee directors.

10.1 7 ( 10 )+

Enhanced Executive Rewards Policy.

Separation Agreement and Release of Claims, dated July 13, 2022, between the Company and Jules Kaufman

Subsidiaries of Registrant.

18 unchanged sentences

(5) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021.

(6) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022.

(7) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 19, 2021.

4 unchanged sentences

(12) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018.

(13) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 2, 2022.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

89 unchanged sentences

Prepaid expenses and other current assets 119,207 117,838

Assets held-for-sale 49,036 —

Total current assets 2,786,107 2,620,080

10 unchanged sentences

Current portion of long-term debt 7,800 5,931

Liabilities held-for-sale 30,840 —

Total current liabilities 3,597,600 3,378,780

39 unchanged sentences

Gain on event cancellation insurance claims — 152,310 —

Loss from divested operations — — ( 2,075 )

Loss on extinguishment of debt — — ( 44,814 )

42 unchanged sentences

Net income — — — 793,560 — 793,560

Other comprehensive loss — — ( 21,290 ) — — ( 21,290 )

Other comprehensive income — — 17,797 — — 17,797

Issuances under stock plans — 7,396 — — 10,854 18,250

3 unchanged sentences

Net income — — — 807,799 — 807,799

Other comprehensive income — — 17,797 — — 17,797

Other comprehensive loss — — ( 20,179 ) — — ( 20,179 )

Issuances under stock plans — 14,142 — — 8,154 22,296

15 unchanged sentences

Deferred taxes ( 30,702 ) ( 41,567 ) ( 53,190 )

Loss from divested operations — — 2,075

Loss on impairment of lease related assets, net 53,970 49,537 —

Loss on extinguishment of debt — — 44,814

Gain on sale of an equity security — — ( 9,120 )

Reduction in the carrying amount of operating lease right-of-use assets 70,086 75,125 81,851

14 unchanged sentences

Other — 2,306 —

Proceeds from the sale of an equity security — — 14,120

Cash used in investing activities ( 117,558 ) ( 80,467 ) ( 83,888 )

9 unchanged sentences

Cash used in financing activities ( 1,027,442 ) ( 1,157,609 ) ( 416,224 )

Net increase in cash and cash equivalents and restricted cash 74,394 403,166 118,559

Net (decrease) increase in cash and cash equivalents and restricted cash ( 43,578 ) 74,394 403,166

Effects of exchange rates on cash and cash equivalents and restricted cash ( 18,425 ) ( 26,375 ) 28,581

39 unchanged sentences

As a result, differences between our estimates and actual results could be material and would be reflected in the Company’s Consolidated Financial Statements in future periods.

In December 2019, a novel coronavirus disease (“COVID-19”) was reported in Wuhan, China and on March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic.

Any future asset impairment charges or restructuring charges could be more likely if the negative effects of the COVID-19 pandemic continue and will be dependent on the severity and duration of this crisis.

Business acquisitions.

4 unchanged sentences

The Company completed business acquisitions in both 2022 and 2021.

Note 2 — Acquisitions provides additional information regarding those business acquisitions.

The determination of the fair values of intangible and other assets acquired in an acquisition requires management judgment and the consideration of a number of factors, including the historical financial performance of acquired businesses and their projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of

competition and the costs necessary to reproduce certain assets.

Note 2 — Acquisitions and Divestiture provides additional information regarding those business acquisitions.

Establishing the useful lives of intangible assets also requires management judgment and the evaluation of a number of factors, including the expected use of an asset, historical client retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an asset’s useful life.

Charges that are directly related to the Company’s acquisitions are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations.

Note 2 — Acquisitions provides additional information regarding the Company’s Acquisition and integration charges.

Charges that are directly related to the Company’s acquisitions and divestitures are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations.

Note 2 — Acquisitions and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.

Revenue recognition.

13 unchanged sentences

Allowance for losses.

On January 1, 2020, the Company adopted ASU No.

2016-13, Financial Instruments—Credit Losses.

2016-13 amended the previous financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The Company applied the expected credit loss model to its fees receivable balance on January 1, 2020 using a historical loss rate method.

Prior to January 1, 2020, the Company recognized the allowance for losses on bad debts in accordance with then-existing U.S.

GAAP under FASB ASC Topic 310, Receivables .

The Company estimates uncollectible amounts on its fees receivable using a historical loss rate method.

Cost of services and product development ( “COS” ).

15 unchanged sentences

For unvested awards, the Company recognizes any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate.

If the fair value of the modified award is lower than the fair value of the original award immediately before

modification, the minimum compensation cost the Company recognizes is the cost of the original award.

If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award.

Note 10 — Stock-Based Compensation provides additional information regarding the Company’s stock-based compensation activity.

Other income (expense), net.

During 2019, the Company sold a minority equity investment for $ 14.1 million in cash and recognized a pretax gain of $ 9.1 million that was recorded in Other income (expense), net in the Consolidated Statements of Operations.

Income taxes.

4 unchanged sentences

When assessing the realizability of deferred tax assets, the Company considers if it is more likely than not that some or all of the deferred tax assets will not be realized.

In making this assessment, the Company considers the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies.

tax planning strategies.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position.

15 unchanged sentences

Prepaid expenses and other current assets — 4,109 — —

Other assets 600 — — —

Cash and cash equivalents and restricted cash per the Consolidated Statements of Cash Flows $ 698,599 $ 760,602 $ 712,583 $ 280,836

5 unchanged sentences

For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis.

In the fourth quarter of the year ended December 31, 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the impacts of the COVID-19 pandemic, the Company evaluated its existing real estate lease portfolio.

As a result of the evaluation, the Company recognized an impairment loss of $ 49.5 million.

During the years ended December 31, 2022 and 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a virtual-first hybrid, remote-work environment, the Company evaluated its existing real estate lease portfolio.

As a result of the evaluation, the Company recognized impairment losses of $ 54.0 million and $ 49.5 million during the years ended December 31, 2022 and 2021, respectively.

Note 7 — Leases provides additional information regarding the Company’s leases.

50 unchanged sentences

Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations as part of Other income (expense), net in the Consolidated Statements of Operations.

The Company had net currency transaction (losses) gains of $( 3.7 ) million, $ 12.5 million and $( 1.1 ) million in 2021, 2020 and 2019, respectively.

The Company had net currency transaction gains (losses) of $ 25.6 million, $( 3.7 ) million and $ 12.5 million in 2022, 2021 and 2020, respectively.

The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on certain transactions.

19 unchanged sentences

The Company adopted the accounting standard described below during 2022.

Simplifying the Accounting for Income Taxes — In December 2019, the FASB issued ASU No.

2019-12, Income Taxes—Simplifying the Accounting for Income Taxes (“ASU No.

2019-12 provided new guidance to simplify the accounting for income taxes in certain areas, changed the accounting for select income tax transactions and made minor ASC improvements.

Gartner adopted ASU No.

2019-12 on January 1, 2021.

The adoption of ASU No.

2019-12 did not have a material impact on the Company’s Consolidated Financial Statements.

Accounting standards issued but not yet adopted.

The FASB has issued accounting standards that had not yet become effective as of December 31, 2021 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

Those standards and their potential impact are discussed below.

Accounting standard effective immediately upon voluntary election by Gartner

Reference Rate Reform — In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No.

2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S.

GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.).

In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform.

The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022.

The Company is currently evaluating the potential impact of ASU No.

2020-04 on its Consolidated Financial Statements, including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from reference rate reform.

However, the Company does not expect the adoption of ASU 2020-04 to have a material impact on the Company’s Consolidated Financial Statements.

Accounting standard effective in 2022

Government Assistance — In November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU No.

ASU No, 2021-10 requires business entities to annually disclose information about certain government assistance they receive.

The rule will be effective for public entities for annual periods beginning after December 15, 2021.

The adoption of ASU No.

2021-10 is currently not expected to have a material impact on the Company’s financial statement disclosures.

Accounting standard effective in 2023

Business Combinations — In October 2021, the FASB issued ASU No.

4 unchanged sentences

The rule will be effective for public entities on January 1, 2023, with early adoption permitted.

Gartner has elected to adopt ASU No.

Gartner elected to adopt ASU No.

2021-08 effective January 1, 2022.

2021-08 will not impact acquired contract assets or liabilities from business combinations occurring prior to January 1, 2022, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations.

Note 2 — Acquisitions

Government Assistance — In November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU No.

ASU No, 2021-10 requires business entities to annually disclose information about certain government assistance they receive.

The rule will be effective for public entities for annual periods beginning after December 15, 2021.

The Company adopted ASU No.

2021-10 in 2022 and the adoption did not have a material impact on the Company’s financial statement disclosures.

Accounting standard issued but not yet adopted.

The FASB has issued an accounting standard that has not yet become effective as of December 31, 2022 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standard and its potential impact are discussed below.

Reference Rate Reform — In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No.

2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S.

The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022.

2022-06, which was issued in December 2022, extended the deadline to December 31, 2024.

The Company is currently evaluating the potential impact of ASU No.

2020-04, as amended by ASU No.

2022-06, on its Consolidated Financial Statements, including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from reference rate reform.

However, the Company does not expect the adoption of ASU 2020-04, as amended by ASU No.

2022-06, to have a material impact on the Company’s Consolidated Financial Statements.

Note 2 — Acquisitions and Divestiture

Year Ended December 31, 2022

On June 17, 2021, the Company acquired 100 % of the outstanding capital stock of Pulse Q&A Inc.

In October 2022, the Company acquired 100 % of the outstanding capital stock of UpCity, Inc.

(“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $ 6.4 million.

UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.

Year Ended December 31, 2021

In June 2021, the Company acquired 100 % of the outstanding capital stock of Pulse Q&A Inc.

(“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $ 29.9 million.

Pulse is a technology-enabled community platform.

For cash flow reporting purposes, the Company paid $ 22.9 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments.

In addition to the purchase price, the Company may also be required to pay up to $ 4.5 million in cash in the future based on the continuing employment of certain key employees.

Such amount will be recognized as compensation expense over three years and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

The Company recorded $ 31.0 million of goodwill and finite-lived intangible assets for Pulse and $ 1.9 million of liabilities on a net basis.

The Company believes that the recorded goodwill is supported by the anticipated synergies resulting from the acquisition.

None of the recorded goodwill will be deductible for tax purposes.

The fair value measurement of the finite-lived intangible assets was based on income valuation methodologies, primarily an incremental profits approach, which included significant unobservable inputs and thus represented a Level 3 measurement as defined in FASB ASC Topic 820.

The allocation of the purchase price is preliminary with respect to certain tax matters.

The operating results of the acquired Pulse business and the related goodwill are being reported as part of the Company’s Research segment.

T he operating results of Pulse have been included in the Company’s consolidated financial statements since the date of acquisition;

however, such operating results were not material to the Company’s consolidated operating results and segment results.

Had the Company acquired Pulse in prior periods, the impact on the Company’s operating results would not have been material and, as a result, pro forma financial information for prior periods has not been presented herein.

Year Ended December 31, 2019

On October 1, 2019, the Company acquired 100 % of the outstanding membership interests of TOPO Research LLC (“TOPO”), a privately-held company based in Redwood City, California, for $ 25.0 million.

TOPO was a subscription-based research and advisory business.

The acquisition of TOPO expanded the Company’s market presence, product offerings and other business opportunities.

For cash flow reporting purposes, the Company paid $ 23.7 million in cash for TOPO after considering the cash acquired with the business and certain other purchase price adjustments.

In addition to the purchase price, the Company paid $ 6.5 million cash in total to certain key employees based on their continuing employment.

Such amount was recognized as compensation expense over two years and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

The Company recorded $ 24.5 million of goodwill and finite-lived intangible assets for TOPO and $ 0.5 million of other assets on a net basis.

The Company believes that the recorded goodwill was supported by the anticipated synergies resulting from the acquisition.

All of the recorded goodwill is deductible for tax purposes.

The fair value measurement of the finite-lived intangible assets was based on income valuation methodologies, which included significant unobservable inputs and thus represented a Level 3 measurement as defined in FASB ASC Topic 820.

The operating results of the acquired TOPO business and the related goodwill are being reported as part of the Company’s Research and Conferences segment.

T he operating results of TOPO have been included in the Company’s consolidated financial statements since the date of acquisition;

however, such operating results were not material to the Company’s consolidated operating results and segment results.

Had the Company acquired TOPO in prior periods, the impact on the Company’s operating results would not have been material and, as a result, pro forma financial information for prior periods has not been presented herein.

During 2019, the Company also paid $ 2.3 million of restricted cash for deferred consideration from a 2017 acquisition.

During 2021, the Company paid $ 22.9 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments.

During the year ended December 31, 2022, the Company paid $ 4.1 million of deferred consideration held in escrow.

In addition to the purchase price, the Company may also be required to pay up to $ 4.5 million in cash based on the continuing employment of certain key employees.

Such amounts are recognized as compensation expense over three years post-acquisition and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

The Company recorded $ 31.0 million of goodwill and finite-lived intangible assets and $ 1.1 million of liabilities on a net basis for the Pulse acquisition.

Pending Divestiture

In November 2022, the Company entered into a definitive agreement to sell its TalentNeuron business.

As of December 31, 2022, the assets and liabilities of TalentNeuron were considered held for sale, resulting in $ 49.0 million of assets held for sale and $ 30.8 million of liabilities held for sale on the Consolidated Balance Sheet.

The majority of the held for sale assets were goodwill, intangible assets, net and accounts receivable, with carrying amounts of $ 16.0 million, $ 9.5 million and $ 15.9 million, respectively, while the majority of the held for sale liabilities was deferred revenues, with a carrying amount of $ 27.1 million.

TalentNeuron is included in the Company's Research segment.

On February 2, 2023, the Company completed the sale of TalentNeuron for approximately $ 164.0 million, prior to final working capital adjustments.

Acquisition and Integration Charges

The Company recognized $ 9.1 million, $ 6.1 million and $ 6.3 million of Acquisition and integration charges during 2022, 2021 and 2020, respectively.

Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and include, among other items, professional fees, severance and stock-based compensation charges.

Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and divestitures and include, among other items, professional fees, severance and stock-based compensation charges.

During 2021, the Company received $ 2.3 million cash proceeds from deferred consideration related to a 2018 divestiture.

3 unchanged sentences

Balance at December 31, 2020 (1) $ 2,664,732 $ 184,091 $ 96,724 $ 2,945,547

Additions due to an acquisition (2) 11,486 — — 11,486

Foreign currency translation impact ( 5,284 ) ( 70 ) ( 362 ) ( 5,716 )

1 unchanged sentence

Additions due to an acquisition (2) 4,617 — — 4,617

Reclassified as held-for-sale (3) ( 16,000 ) — — ( 16,000 )

Foreign currency translation impact ( 8,358 ) ( 70 ) ( 1,295 ) ( 9,723 )

1 unchanged sentence

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

(2) The additions were due to the acquisition of Pulse on June 17, 2021.

See Note 2 — Acquisitions for additional information.

(2) The additions were due to the acquisition of Pulse in June 2021 and UpCity in October 2022 See Note 2 — Acquisitions and Divestiture for additional information.

(3) Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business.

See Note 2 — Acquisitions and Divestiture for additional information.

The amount of goodwill allocated to the pending divestiture was determined using a relative fair value approach.

Finite-lived intangible assets.

1 unchanged sentence

December 31, 2022 Customer

Relationships Technology-related Content Other Total

Relationships Technology-related Other Total

Gross cost at December 31, 2021 1,096,358 61,216 10,436 $ 1,168,010

Additions due to an acquisition (1) 7,980 11,200 — 320 19,500

Intangible assets fully amortized ( 61,422 ) ( 60,685 ) ( 3,965 ) ( 498 ) ( 126,570 )

Reclassified as held-for-sale (2) — ( 49,487 ) — ( 49,487 )

Foreign currency translation impact ( 35,817 ) ( 529 ) — ( 36,346 )

5 unchanged sentences

Gross cost at December 31, 2020 $ 1,154,210 $ 110,597 $ 3,965 $ 10,614 $ 1,279,386

Additions due to an acquisition (1) 7,980 11,200 — 320 19,500

Intangible assets fully amortized ( 61,422 ) ( 60,685 ) ( 3,965 ) ( 498 ) ( 126,570 )

3 unchanged sentences

Balance at December 31, 2021 $ 683,092 $ 25,489 $ — $ 5,837 $ 714,418

(1) The additions were due to the acquisition of Pulse on June 17, 2021.

See Note 2 — Acquisitions for additional information.

(1) The additions were due to the acquisition of Pulse in June 2021.

See Note 2 — Acquisitions and Divestiture for additional information.

(2) Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business.

See Note 2 — Acquisitions and Divestiture for additional information.

(3) Finite-lived intangible assets are amortized using the straight-line method over the following periods:

1 unchanged sentence

Technology-related— 3 to 7 years;

Content— 2 to 3 years;

and Other — 4 to 11 years.

18 unchanged sentences

Current portion of operating lease liabilities 99,717 89,754

Other accrued liabilities, including the short-term portion of fair value of interest rate swap contracts 249,672 170,700

Other accrued liabilities 168,727 249,672

Total accounts payable and accrued liabilities $ 1,115,198 $ 1,134,814

4 unchanged sentences

Non-current deferred tax liabilities 139,531 181,789

Other, including long-term portion of fair value of interest rate swap contracts 66,019 124,656

Other 27,628 66,019

Total other liabilities $ 423,464 $ 511,887

7 unchanged sentences

Senior Notes due 2029 (“2029 Notes”) (4)

600,000 600,000

Senior Notes due 2030 (“2030 Notes”) (5)

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(6) Consists of two State of Connecticut economic development loans.

One of the loans originated in 2012, has a 10 -year maturity and the outstanding balance of $ 0.5 million as of December 31, 2021 bears interest at a fixed rate of 3.00 %.

The second loan, originated in 2019, has a 10 -year maturity and bears interest at a fixed rate of 1.75 %.

Both of these loans may be repaid at any time by the Company without penalty.

One of the loans originated in 2012, has a 10 -year maturity and bears interest at a fixed rate of 3.00 %.

This loan had an outstanding balance of $ 0.5 million as of December 31, 2021 and matured as of December 31, 2022.

The second loan, originated in 2019, has a 10 -year maturity, bears interest at a fixed rate of 1.75 % and may be repaid at any time by the Company without penalty.

(7) The weighted average annual effective rate on the Company’s outstanding debt for 2022, including the effects of its interest rate swaps discussed below, was 4.73 %.

6 unchanged sentences

The 2029 Notes will mature on June 15, 2029.

The Company used a portion of the net proceeds of the 2029 Notes (i) to repay $ 100.0 million of the outstanding borrowings under the Company’s existing term loan facility and (ii) to pay related fees and expenses.

The Company intends to use the remaining net proceeds of the 2029 Notes for general corporate purposes.

The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to June 15, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the 2029 Notes with the proceeds of certain equity offerings at a redemption price of 103.625 % plus accrued and unpaid interest to, but excluding, the redemption date.

In addition, the Company may redeem some or all of the 2029 Notes prior to June 15, 2024, at a redemption price of 100 % of the principal amount of the 2029 Notes plus accrued and unpaid interest to, but excluding, the redemption date, plus a “make-whole” premium.

If the Company experiences specific kinds of change of control and a ratings decline, it will be required to offer to repurchase the 2029 Notes at a price equal to 101 % of the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date.

The 2029 Notes are the Company’s general unsecured senior obligations, and are effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s non-guarantor subsidiaries, equal in right of payment to all of the Company’s and Company’s guarantor subsidiaries’ existing and future senior indebtedness and senior in right of payment to all of the Company’s future subordinated indebtedness, if any.

The 2029 Notes are jointly and severally guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries that have outstanding indebtedness or guarantee other specified indebtedness.

The 2029 Notes Indenture contains covenants that limit, among other things, the Company’s ability and the ability of some of the Company’s subsidiaries to:

• create liens;

• merge or consolidate with other entities.

These covenants will be subject to a number of exceptions and qualifications.

The 2029 Notes Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, and interest on all the then outstanding 2029 Notes issued under the Indenture to be due and payable.

The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the

redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to June 15, 2024, the Company may redeem up to 40 % of the aggregate principal amount of the 2029 Notes in connection with certain equity offerings, or some or all of the 2029 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2029 Note Indenture.

On September 28, 2020, the Company issued $ 800.0 million aggregate principal amount of 3.75 % Senior Notes due 2030.

15 unchanged sentences

2020 Credit Agreement

On September 28, 2020, the Company entered into an agreement among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent,” and such agreement, the “2020 Credit Agreement”), which amended and restated the Company’s existing credit facility, dated as of June 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “2016 Credit Agreement”).

The 2020 Credit Agreement provides for a $ 400.0 million senior secured five-year term loan facility and a $ 1.0 billion senior secured five-year revolving facility.

The term and revolving facilities may be increased, at the Company’s option and under certain conditions, by up to an additional $ 1.0 billion in the aggregate plus additional amounts subject to the satisfaction of certain conditions, including a maximum secured leverage ratio.

The term loan will be repaid in consecutive quarterly installments commencing December 31, 2020, plus a final payment due on September 28, 2025, and may be prepaid at any time without penalty or premium (other than applicable breakage costs) at the option of the Company.

The revolving credit facility may be used for loans, and up to $ 75.0 million may be used for letters of credit.

The revolving loans may be borrowed, repaid and re-borrowed until September 28, 2025, at which time all amounts borrowed must be repaid.

On September 28, 2020, the Company drew down $ 400.0 million in term loans.

The initial drawdown was used to refinance the outstanding amounts under the 2016 Credit Agreement.

Additional amounts drawn down under the 2020 Credit Agreement will be used for general corporate purposes, including the funding of acquisitions, payment of capital expenditures and the repurchase of shares.

The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay $ 100.0 million of the outstanding borrowings under the term loan facility in June 2021.

The Company’s obligations under the 2020 Credit Agreement are guaranteed, on a secured basis, by certain existing and future direct and indirect U.S.

subsidiaries.

The Company’s obligations under the 2020 Credit Agreement and the guarantees of the subsidiary guarantors are secured by first priority security interests in substantially all of the assets of the Company and the subsidiary guarantors.

The security and pledges are subject to certain exceptions.

Loans under the 2020 Credit Agreement bear interest at a rate equal to, at the Company’s option, either (i) the greatest of:

(x) the Wall Street Journal prime rate;

(y) the average rate on Federal Reserve Board of New York rate plus 1/2 of 1%;

and (z) and the adjusted LIBO rate (adjusted for statutory reserves) for a one-month interest period plus 1 %, in each case plus a margin equal to between 0.125 % and 1.25 % depending on the Company’s consolidated leverage ratio as of the end of the four consecutive fiscal quarters most recently ended, or (ii) the adjusted LIBO rate (adjusted for statutory reserves) plus a margin equal to between 1.125 % and 2.25 %, depending on the Company’s leverage ratio as of the end of the four consecutive fiscal

quarters most recently ended.

The commitment fee payable on the unused portion of the revolving credit facility is equal to between 0.175 % and 0.40 % based on utilization of the revolving credit facility.

The Company has also agreed to pay customary letter of credit fees.

The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio, and covenants limiting the Company’s ability to incur indebtedness, grant liens, make acquisitions, be acquired, dispose of assets, pay dividends, repurchase stock, make capital expenditures, make investments and enter into certain transactions with affiliates.

The Company has a credit facility that currently provides for a $ 400.0 million Term loan facility and a $ 1.0 billion Revolving credit facility (the “2020 Credit Agreement”).

The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio.

The Company was in compliance with all financial covenants as of December 31, 2022.

The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025.

The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay $ 100.0 million of the outstanding borrowings under the term loan facility in June 2021.

The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

Interest Rate Swaps

As of December 31, 2021, the Company had four fixed-for-floating interest rate swap contracts with a total notional value of $ 1.4 billion that mature through 2025.

The Company pays base fixed rates on these swaps ranging from 2.13 % to 3.04 % and in return receives a floating Eurodollar base rate on 30-day notional borrowings.

As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company de-designated all of its interest rate swaps effective June 30, 2020.

Accordingly, hedge accounting is not applicable, and subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense), net.

As of December 31, 2022, the Company had one fixed-for-floating interest rate swap contract with a total notional value of $ 350.0 million that matures in 2025.

The Company pays a base fixed rate of 3.04 % and in return receives a floating Eurodollar base rate on 30-day notional borrowings.

In June 2022, the Company terminated a fixed-for-floating interest rate swap contract with a notional value of $ 350.0 million, and received proceeds of $ 0.5 million.

The Company had two other fixed-for-floating interest rate swap contracts with a total notional value of $ 700.0 million that matured during the three months ended March 31, 2022.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting.

Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense), net.

The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged forecasted interest payments.

As of December 31, 2022, $ 52.3 million is remaining in Accumulated other comprehensive loss, net.

The interest rate swaps had negative unrealized fair values (liabilities) of $ 53.7 million and $ 109.2 million as of December 31, 2021 and December 31, 2020, respectively, of which $ 56.3 million and $ 78.1 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of December 31, 2021 and December 31, 2020, respectively.

The interest rate swaps had unrealized fair values of $ 10.3 million and negative unrealized fair values (liabilities) of $ 53.7 million as of December 31, 2022 and December 31, 2021, respectively, of which $ 39.2 million and $ 56.3 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of December 31, 2022 and December 31, 2021, respectively.

See Note 14 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

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All of the Company’s existing sublease arrangements have been classified as operating leases with sublease income recognized on a straight-line basis over the term of the sublease arrangement.

To measure the Company’s periodic sublease income, the Company elected to use a practical expedient under ASC 842 to aggregate nonlease components with the related lease components when (i) the timing and pattern of transfer for the nonlease components and the related lease components are the same and (ii) the lease components, if accounted for separately, would be classified as an operating lease.

To measure the Company’s periodic sublease income, the

Company elected to use a practical expedient under ASC 842 to aggregate nonlease components with the related lease components when (i) the timing and pattern of transfer for the nonlease components and the related lease components are the same and (ii) the lease components, if accounted for separately, would be classified as an operating lease.

This practical expedient applies to all of the Company’s existing sublease arrangements.

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(3) The Company did not capitalize any initial direct costs for operating leases during 2022, 2021, or 2020.

(4) Amount excludes a right-of-use asset impairment charge of $ 49.5 million, as discussed below.

(4) Amount excludes impairment charges of $ 54.0 million and $ 49.5 million, for the years ended December 31, 2022 and 2021, respectively, as discussed below.

As of December 31, 2022, the (i) maturities of operating lease liabilities under non-cancelable arrangements and (ii) estimated future sublease cash receipts from non-cancelable arrangements were as follows (in thousands):

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Total operating lease liabilities per the Consolidated Balance Sheet $ 696,984 $ 787,520

As of December 31, 2021, the Company had additional operating leases for facilities that have not yet commenced.

These operating leases, which aggregated $ 8.5 million of undiscounted lease payments, are scheduled to commence during 2022 with lease terms of up to six years .

This evaluation included the decision to abandon a portion of one leased office space and the cease-use of certain other leased office spaces that the Company intends to sublease.

This evaluation included the decision to abandon certain leased office spaces and the cease-use of certain other leased office spaces that the Company intends to sublease.

In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

As a result of the evaluation, the Company recognized an impairment loss during the fourth quarter of the year ended December 31, 2021 of $ 49.5 million, which is included as a component of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.

The impairment loss recorded includes $ 50.9 million related to right-of-use assets, $ 17.9 million related to other long-lived assets, primarily leasehold improvements and a $ 19.3 million reduction in lease liabilities.

As a result of the evaluation, the Company recognized an impairment loss of $ 54.0 million and $ 49.5 million during the years ended December 31, 2022 and December 31, 2021, respectively, which is included as a component of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations.

The impairment loss for the year ended December 31, 2022 includes $ 40.7 million related to right-of-use assets, and $ 13.3 million related to other long-lived assets, primarily leasehold improvements.

The impairment loss for the fourth quarter of the year ended December 31, 2021 includes $ 50.9 million related to right-of-use assets, $ 17.9 million related to other long-lived assets, primarily leasehold improvements and a $ 19.3 million reduction in lease liabilities.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs.

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Balance at December 31, 2022 163,602,067 84,428,513

(1) The Company used a total of $ 1,655.5 million, $ 176.3 million and $ 199.0 million in cash for share repurchases during 2021, 2020 and 2019, respectively.

(2) The number of shares repurchased in all periods presented above included those that were settled in January of the following year due to timing.

(1) The Company used a total of $ 1.0 billion, $ 1.7 billion and $ 0.2 billion in cash for share repurchases during 2022, 2021 and 2020, respectively.

(2) The number of shares repurchased in 2020 includes shares repurchased in December 2020 that settled in January 2021.

Share repurchase authorization.

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $ 1.2 billion of the Company’s common stock.

The Board authorized incremental share repurchases of up to an additional $ 300 million, $ 500 million and $ 800 million of the Company’s common stock in February 2021, April 2021 and July 2021, respectively.

The Board authorized incremental share repurchases of up to an additional $ 1.6 billion, and $ 1.0 billion of the Company’s common stock during 2021 and 2022, respectively.

$ 606 million remained available as of December 31, 2022.

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Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

See Note 19 — Subsequent Event for a discussion regarding an increase in the Company’s share repurchase authorization.

See Note 19 — Subsequent Event for information regarding an increase in the Company’s share repurchase authorization.

Accumulated Other Comprehensive Income (Loss), net (“AOCI/L”)

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(2) $ 22.6 million and $ 29.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense for the year ended December 31, 2022 and 2021, respectively.

$ 10.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Other income (expense), net for the year ended December 31, 2020.

See Note 6 — Debt and Note 13 — Derivatives and Hedging for information regarding the cash flow hedges.

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

Determining a measure of progress for performance obligations that are satisfied over time and when control transfers for performance obligations that are satisfied at a point in time requires management to make judgments that affect the timing of

revenue recognition.

A key factor in this determination is when the customer can direct the use of, and can obtain substantially all of the benefits from, the deliverable.

For performance obligations recognized in accordance with a time-elapsed output method, the Company’s efforts are expended consistently throughout the contractual period and the Company transfers control evenly by providing stand-ready services.

For performance obligations satisfied under Consulting fixed fee or time and materials engagements, the Company believes that labor hours are the best measure of depicting the Company’s progress because labor output corresponds directly to the value of the Company’s performance to date as control is transferred.

For performance obligations satisfied under Consulting fixed fee or time and materials engagements, the Company believes that

labor hours are the best measure of depicting the Company’s progress because labor output corresponds directly to the value of the Company’s performance to date as control is transferred.

For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2022 was approximately $ 5.2 billion.

The Company expects to recognize $ 2.6 billion, $ 1.5 billion and $ 362.6 million of this revenue (most of which pertains to Research) during the year ending December 31, 2022, the year ending December 31, 2023 and thereafter, respectively.

The Company expects to recognize $ 3.0 billion, $ 1.7 billion and $ 0.5 billion of this revenue (most of which pertains to Research) during the year ending December 31, 2023, the year ending December 31, 2024 and thereafter, respectively.

The Company applies a practical expedient allowed in ASC 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less.

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Both situations occur before the completion of the Company’s performance obligation(s).

The Company recognized revenue of $ 1,613.3 million, $ 1,494.0 million and $ 1,436.9 million during 2021, 2020 and 2019 respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year.

Those amounts primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred

during the reporting periods.

The Company recognized revenue of $ 1.9 billion, $ 1.6 billion and $ 1.5 billion during 2022, 2021 and 2020 respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year.

Those amounts primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred during the reporting periods.

During 2022, 2021 and 2020, the Company did not record any material impairments related to its contract assets.

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Selling, general and administrative 57.9 63.6 32.9

Acquisition and integration charges (3) — — 0.5

Total (1) (2) $ 90.6 $ 98.6 $ 62.6

(1) On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units

(the “PSUs”) awarded to the Company’s executive officers in 2020 under the Plan.

Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50 % of target.

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In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic.

As a result of the modification, the Company recognized $ 6.5 million of incremental compensation cost during the year ended December 31, 2021.

result of the modification, the Company recognized $ 6.5 million of incremental compensation cost during the year ended December 31, 2021.

(2) Includes charges of $ 32.2 million, $ 41.2 million and $ 17.9 million during 2022, 2021 and 2020, respectively, for awards to retirement-eligible employees.

Those awards vest on an accelerated basis.

(3) These charges were the result of restricted stock units granted in connection with the CEB integration process.

As of December 31, 2022, the Company had $ 118.4 million of total unrecognized stock-based compensation cost, which is expected to be expensed over the remaining weighted average service period of approximately 2.4 years.

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(1) The 0.5 million of RSUs granted during 2022 consisted of 0.2 million of performance-based RSUs awarded to executives and 0.3 million of service-based RSUs awarded to non-executive employees and non-management board members.

The performance-based awards include RSUs in final adjustments of 2020 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2021 that is tied to an increase in Gartner’s total contract value for such year.

The performance-based awards include RSUs in final adjustments of 2021 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2022 that is tied to an increase in Gartner’s contract value for such year.

The number of performance-based RSUs for 2022 that holders could receive ranges from 0 % to 200 % of the target amount based on the extent to which the corresponding performance goals have been achieved and subject to certain other conditions.

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Members of the Company’s Board of Directors receive their directors’ fees in CSEs unless they opt to receive up to 50 % of those fees in cash.

Generally, CSEs have no defined term and are converted into shares of Common Stock when

service as a director terminates unless the director has elected an accelerated release.

Generally, CSEs have no defined term and are converted into shares of Common Stock when service as a director terminates unless the director has elected an accelerated release.

The fair value of a CSE award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date.

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Operating leases 63,289 60,226

Intangible assets 35,803 —

Loss and credit carryforwards 37,978 31,662

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Management has concluded it is more likely than not that the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the deferred tax assets, net of the valuation allowance at December 31, 2022.

The valuation allowances of $ 23.3 million and $ 15.7 million as of December 31, 2021 and 2020, respectively, primarily related to loss and credit carryovers that are not likely to be realized.

In 2022, the Company recorded a deferred tax asset of approximately $ 122.9 million for tax basis in intangible assets along with an offsetting valuation allowance of the same amount consistent with changes in the Company’s expectations for recovering amortizable tax basis in certain intellectual property during the period.

The valuation allowances of $ 152.8 million and $ 23.3 million as of December 31, 2022 and 2021, respectively, primarily related to tax basis in certain intangible assets and loss and credit carryovers that are not likely to be realized.

As of December 31, 2022, the Company had state and local tax net operating loss carryforwards of $ 17.6 million, of which $ 7.4 million expires within six to fifteen years and $ 10.2 million expires within sixteen to twenty years .

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Stock-based compensation expense ( 2.0 ) ( 2.0 ) ( 2.8 )

Nondeductible meals and entertainment costs — 0.3 1.7

Limitation on executive compensation 1.4 1.7 1.3

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The Company completed intercompany sales of certain intellectual property in 2021 and 2020.

As a result, the Company recorded net tax benefits of approximately $ 54.1 million, $ 28.3 million and $ 38.1 million during 2021, 2020 and 2019, respectively.

As a result, the Company recorded net tax benefits of approximately $ 54.1 million and $ 28.3 million during 2021 and 2020, respectively.

These benefits represent the value of future tax deductions for amortization of the assets in the acquiring jurisdiction, net of any tax recognized in the selling jurisdiction.

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As of December 31, 2022 and 2021, the Company had gross unrecognized tax benefits of $ 137.2 million and $ 150.0 million, respectively.

The increase is primarily due to positions taken with respect to certain intercompany transactions.

The gross unrecognized tax benefits at December 31, 2021 related primarily to transfer pricing on intercompany transactions, calculations of taxable earnings and profits and related foreign tax credits, the exclusion of stock-based compensation expense from the Company’s cost sharing agreement, and the ability to realize certain refund claims.

The decrease is primarily due to releases for expiration of statutes.

The gross unrecognized tax benefits at December 31, 2022 related primarily to transfer pricing on intercompany transactions, the exclusion of stock-based compensation expense from the Company’s cost sharing agreement, and the ability to realize certain refund claims.

It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $ 11.7 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Included in the balance of gross unrecognized tax benefits at December 31, 2022 are potential benefits of $ 125.8 million that, if recognized, would reduce our effective tax rate on income from continuing operations.

Also included in the balance of gross unrecognized tax benefits at December 31, 2021 are potential benefits of $ 8.5 million that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

Also included in the balance of gross

unrecognized tax benefits at December 31, 2022 are potential benefits of $ 11.4 million that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.

The table below is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31 (in thousands).

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For other major taxing jurisdictions, including U.S.

states, the United Kingdom, Canada, Japan, and France, the Company’s statutes vary and are open as far back as 2011.

states, the United Kingdom, Canada, Japan, Cyprus, and France, the Company’s statutes vary and are open as far back as 2012.

The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles.

These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate.

On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, to be effective as of January 2024.

Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals.

In December 2022, South Korea enacted new global minimum tax rules to align with Pillar Two.

The enactment of Pillar Two legislation could have a material adverse effect on the Company's effective tax rate, financial position, results of operations, and cash flows.

The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

GAAP, no provision for income taxes that may result from the remittance of earnings held overseas is required if the Company has the ability and intent to indefinitely reinvest such funds overseas.

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subsidiaries were approximately $ 120.3 million as of December 31, 2022.

As a result of the U.S.

Tax Cuts and Jobs Act of 2017, the income tax that would be payable if such earnings were not indefinitely invested is estimated to be minimal.

Note 13 — Derivatives and Hedging

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Loss Recorded in AOCI/L

Interest rate swaps (1) 4 $ 1,400,000 $ ( 31,942 ) Other liabilities $ ( 56,323 )

( 21,795 ) Accrued liabilities

Foreign currency forwards (2) 138 533,506 ( 91 ) Accrued liabilities —

Interest rate swap (1) 1 $ 350,000 $ 3,952 Other assets $ ( 39,248 )

6,346 Other current assets

Foreign currency forwards (2) 138 687,763 625 Other current assets —

Total 139 $ 1,037,763 $ 10,923 $ ( 39,248 )

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Amount Recorded In 2022 2021 2020

Interest expense (income), net (1) $ 29,061 $ 24,880 $ ( 3,361 )

Interest expense, net (1) $ 22,643 $ 29,061 $ 24,880

Other (income) expense, net (2) ( 20,397 ) ( 18,844 ) 22,300

Total expense (income), net $ 10,217 $ 47,180 $ ( 873 )

(1) Consists of interest expense (income) from interest rate swap contracts.

Total expense, net $ 2,246 $ 10,217 $ 47,180

(1) Consists of interest expense from interest rate swap contracts.

(2) Consists of net realized and unrealized gains and losses on foreign currency forward contracts, gains and losses on de-designated interest rate swaps.

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Foreign currency forward contracts (2) 3,236 1,122

Interest rate swap contract (3) 10,298 —

Total Level 2 inputs 97,852 97,749

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The carrying amounts of the life insurance contracts equal their cash surrender values.

Cash surrender value represents the estimated amount that the Company would receive upon termination of a contract, which approximates fair value.

surrender value represents the estimated amount that the Company would receive upon termination of a contract, which approximates fair value.

The Company considers life insurance contracts to be valued based on Level 2 inputs, and such assets had fair values of $ 84.3 million and $ 96.6 million at December 31, 2022 and 2021, respectively.

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The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets assets are measured at fair value on a nonrecurring basis when there are indicators of impairment.

In the fourth quarter of the year ended December 31, 2021, the Company recorded impairment charges of $ 49.5 million on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used, net of a reduction in the related lease liabilities.

During the years ended December 31, 2022 and December 31, 2021, the Company recorded impairment charges of $ 54.0 million and $ 49.5 million, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used, net of a reduction in the related lease liabilities.

The impairment was derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs.

See Note 7 — Leases for additional discussion related to these impairment charges.

There were no impairment charges recognized during the years ended December 31, 2020 and 2019.

Additionally, see Note 2 — Acquisitions for fair value measurements of certain assets and liabilities acquired in business combinations that are recorded at fair value on a nonrecurring basis.

There were no impairment charges recognized during the year ended December 31, 2020.

Additionally, see Note 2 — Acquisitions and Divestiture for fair value measurements of certain assets and liabilities acquired in business combinations that are recorded at fair value on a nonrecurring basis.

Note 15 — Employee Benefits

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The related deferred compensation plan liabilities, which were $ 96.6 million and $ 110.9 million at December 31, 2022 and 2021, respectively, are carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the employees.

Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated Balance Sheets.

Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated

Balance Sheets.

Compensation expense recognized for all of the Company’s deferred compensation plans was $ 0.4 million, $ 1.3 million and $ 1.9 million in 2022, 2021 and 2020, respectively.

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Recognition of loss due to settlements — 286 —

Other 501 — —

Total defined benefit pension plan expense $ 5,188 $ 5,628 $ 5,120

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Settlements — ( 1,606 ) —

Other 5,685 — —

Foreign currency impact ( 4,686 ) ( 4,675 ) 4,577

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(3) The deferred actuarial loss as of December 31, 2022 is recorded in AOCI/L and will be reclassified out of AOCI/L and recognized as pension expense over approximately 12 years, subject to certain limitations set forth in FASB ASC Topic 715.

The amortization of deferred actuarial losses from AOCI/L to pension expense in each of the years ended December 31, 2021, 2020 and 2019 was immaterial.

The table below provides a rollforward of the Company’s defined benefit pension plans assets for the years ended December 31 (in thousands).

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Gain on event cancellation insurance claims — 152,310 —

Loss from divested operations — — ( 2,075 )

Loss on extinguishment of debt — — ( 44,814 )

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures