What changed in this filing

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Item 9A. Controls and Procedures

2024-02-15 compared with 2023-02-16 · 165 added, 160 removed, 1383 unchanged (19% of the section changed)

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DISCLOSURE CONTROLS AND PROCEDURES

Management conducted an evaluation, as of December 31, 2022, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), under the supervision and with the participation of our chief executive officer and chief financial officer.

Based upon that evaluation, our chief executive officer and chief financial officer have concluded that 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 Exchange Act.

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of December 31, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, under the supervision and with the participation of our chief executive officer and chief financial officer.

Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were effective..

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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OTHER INFORMATION.

Not applicable.

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended December 31, 2023.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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EXECUTIVE COMPENSATION.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” “The Board of Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance - Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the Company’s 2023 Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” “Compensation Committee Report,” “The Board of Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance - Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the Company’s 2024 Proxy Statement.

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

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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 Five:

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

Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2024 Proxy Statement.

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2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021.

Long-Term Incentive Plan, as amended and restated effective January 31, 2019.

Long-Term Incentive Plan, June 1, 2023 Amendment and Restatement.

Second Amended and Restated Employment Agreement between Eugene A.

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Form of 2024 Performance Stock Unit Agreement for executive officers.

10.1 6 (1 2 )+

Form of 2024 Restricted Stock Unit Agreement for executive officers.

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.

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Certification under Section 906 of the Sarbanes-Oxley Act of 2002.

Gartner, Inc.

Compensation Recoupment (Clawback) Policy.

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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(10) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 24, 2021.

(11) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 24, 2021.

(11) 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.

(12) Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023.

(13) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 16, 2023.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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Cash and cash equivalents $ 1,318,999 $ 697,999

Fees receivable, net of allowances of $ 9,000 and $ 6,500 , respectively

Fees receivable, net of allowances of $ 9,000 for both periods

1,601,228 1,556,786

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Acquisition and integration charges 9,587 9,079 6,055

Gain from sale of divested operation ( 135,410 ) — —

Total costs and expenses 4,670,062 4,375,740 3,818,211

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Gain on event cancellation insurance claims 3,077 — 152,310

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

Other income (expense), net 48,412 18,429 ( 5,654 )

Other income, net 1,404 48,412 18,429

Income before income taxes 1,147,129 1,027,195 969,870

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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

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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

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Net income — — — 882,466 — 882,466

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

Other comprehensive income — — 25,279 — — 25,279

Issuances under stock plans — 10,844 — — 14,368 25,212

Common share repurchases — — — — ( 1,043,742 ) ( 1,043,742 )

Common share repurchases (including excise tax) — — — — ( 609,962 ) ( 609,962 )

Stock-based compensation expense — 129,841 — — — 129,841

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Deferred taxes ( 64,173 ) ( 30,702 ) ( 41,567 )

Gain from sale of divested operation ( 135,410 ) — —

Loss on impairment of lease related assets, net 20,368 53,970 49,537

Loss on extinguishment of debt — — 44,814

Reduction in the carrying amount of operating lease right-of-use assets 70,207 70,086 75,125

Amortization and write-off of deferred financing fees 4,689 4,574 4,162

Amortization of deferred swap losses from de-designation — — 10,320

Gain on de-designated swaps ( 3,925 ) ( 52,308 ) ( 20,204 )

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Acquisitions - cash paid (net of cash acquired) ( 3,800 ) ( 9,508 ) ( 22,939 )

Proceeds from sale of divested operation 161,081 — —

Other — — 2,306

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

Cash provided by (used in) investing activities 54,157 ( 117,558 ) ( 80,467 )

Financing activities:

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Proceeds from borrowings — — 600,000

Early redemption premium payment — — ( 30,752 )

Payments for deferred financing fees — — ( 7,320 )

Proceeds from revolving credit facility — — 332,000

Payments on revolving credit facility — — ( 5,000 )

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Cash used in financing activities ( 588,881 ) ( 1,027,442 ) ( 1,157,609 )

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

Net increase (decrease) in cash and cash equivalents and restricted cash 621,013 ( 43,578 ) 74,394

Effects of exchange rates on cash and cash equivalents and restricted cash ( 13 ) ( 18,425 ) ( 26,375 )

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Gartner, Inc.

IT) delivers actionable, objective insight to executives and their teams.

Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.

We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

Gartner delivers its products and services globally through three business segments:

Research, Conferences and Consulting.

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

We are a trusted advisor and an objective resource for nearly 15,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.

Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting.

Note 9 — Revenue and Related Matters and Note 16 — Segment Information describe the products and services offered by each of our segments and provide additional financial information for those segments.

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The majority of the Company’s Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time.

Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses.

Research contracts are generally non-cancellable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses.

It is the Company’s policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.

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(1) Restricted cash consists of escrow accounts established in connection with certain of the Company’s business acquisitions.

Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement.

Generally, such cash is restricted to use due to provisions contained in the underlying acquisition agreement.

The Company will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

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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.

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.

During the years ended December 31, 2023, 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 hybrid work environment, the Company evaluated its existing real estate lease portfolio.

As a result of the evaluation, the Company recognized impairment losses of $ 20.4 million, $ 54.0 million, and $ 49.5 million during the years ended December 31, 2023, 2022 and 2021, respectively.

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

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The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive loss, net within Stockholders’ Equity on the Consolidated Balance Sheets.

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

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.

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, net in the Consolidated Statements of Operations.

The Company had net currency transaction (losses) / gains of $( 6.0 ) million, $ 25.6 million and $( 3.7 ) million in 2023, 2022 and 2021, 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.

Those contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income (expense), net.

The net loss from foreign currency forward exchange contracts was $ 31.9 million, $ 1.4 million and $ 14.1 million in 2022, 2021 and 2020, respectively.

Those contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income, net.

The net gain / (loss) from foreign currency forward exchange contracts was $ 1.9 million, $( 31.9 ) million and $( 1.4 ) million in 2023, 2022 and 2021, respectively.

Note 13 — Derivatives and Hedging provides additional information regarding the Company’s foreign currency forward exchange contracts.

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Gain on event cancellation insurance claims.

During the year ended December 31, 2021, the Company received $ 166.9 million of proceeds related to 2020 event cancellation insurance claims, and recorded a pre-tax gain of $ 152.3 million.

During the years ended December 31, 2023 and 2021, the Company received $ 3.1 million and $ 166.9 million, respectively, of proceeds related to 2020 event cancellation insurance claims and recorded pre-tax gains of $ 3.1 million and $ 152.3 million, respectively.

The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

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The Company adopted the accounting standard described below during 2023.

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

2021-08, Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No.

2021-08 provides guidance for a business combination on how to recognize and measure contract assets and contract liabilities from revenue contracts with customers and other contracts that apply the provisions of ASC Topic 606, Revenue from Contracts with Customers .

Specifically, the proposed amendments would require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606.

Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with U.S.

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

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.

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.

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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.

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.

The rule became effective for all entities as of March 12, 2020 and, after the issuance of ASU 2022-06, will generally no longer be available to apply after December 31, 2024.

During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, the amendments in the second quarter of 2023 are treated as a continuation of the existing agreements and no gain or loss on the modification was recorded.

Accounting standards issued but not yet adopted.

The FASB has issued an accounting standard that has not yet become effective as of December 31, 2023 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standard and its potential impact are discussed below.

Income Taxes — In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU No.

The amendments in this ASU are expected to enhance the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 requires entities to enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

Companies will need to disaggregate the disclosure of income taxes paid (net of refunds received) by federal, state, and foreign taxes on an annual basis.

Additionally, on an annual basis, companies would disclose income taxes paid disaggregated by individual jurisdiction using a quantitative threshold of 5% of total income taxes paid.

Public business entities would also be required to provide, on an annual basis, rate reconciliation information by specific categories, including state and local income tax, the effect of cross-border tax laws, foreign tax effects, changes in prior year unrecognized tax benefits, and tax credits, among others.

Additionally, some categories would then require disaggregation based on a quantitative threshold of 5%.

The foreign tax effect category requires disaggregation by both jurisdiction and nature.

The ASU also requires additional qualitative disclosures.

All public entities will be required to report income tax information in accordance with the new guidance starting in annual periods beginning after December 15, 2024.

The Company expects this ASU to only impact its disclosures with no impacts to the Company's results of operations, cash flows, and financial condition.

Segment Reporting — In November 2023, the FASB issued ASU 2023-07, Segment Reporting:

Improvements in Reportable Segment Disclosures (“ASU No.

The amendments in the ASU are expected to improve disclosures about a public entity’s reportable segments and addresses requests from investors and other allocators or capital for additional, more detailed information about a reportable segment’s expenses.

ASU 2023-07 requires public companies to disclose, on an annual and interim basis, significant expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit and loss.

The amendments in the ASU require that a public company provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under ASC 280 in interim periods.

The amendments in the ASU also require that a public entity disclose, on an annual and interim basis, and amount for other segment items by reportable segment and a description of its composition.

The other segment items category is the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss.

The amendments in the ASU, among other items, also requires that a public company disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU applies to all public entities that are required to report segment information in accordance with Topic 280.

All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023.

The Company expects this ASU to only impact its disclosures with no impacts to the Company's results of operations, cash flows, and financial condition.

Note 2 — Acquisitions and Divestiture

Year Ended December 31, 2023

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

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

Year Ended December 31, 2022

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

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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.

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $ 161.1 million after consideration of post-close adjustments.

The Company recorded a pre-tax gain of $ 135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations for the year ended December 31, 2023.

TalentNeuron was included in the Company’s Research segment.

The principal components of the assets divested included goodwill, intangible assets, net, property, equipment and leasehold improvements, net, and accounts receivable, with carrying amounts of $ 16.0 million, $ 9.5 million, $ 4.5 million and $ 11.8 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred revenue with a carrying amount of $ 24.4 million.

Such assets and liabilities were included in Assets held-for-sale and Liabilities held-for-sale, respectively, on the Consolidated Balance Sheet at December 31, 2022 at their respective carrying values at that date.

Acquisition and Integration Charges

The Company recognized $ 9.6 million, $ 9.1 million and $ 6.1 million of Acquisition and integration charges during 2023, 2022 and 2021, respectively.

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.

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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 )

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Additions due to an acquisition (2) 4,176 — — 4,176

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

Foreign currency translation impact 2,180 46 647 2,873

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

(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.

(2) The additions were due to the acquisition of UpCity in October 2022 and an independent sales agent in September 2023 See Note 2 — Acquisitions and Divestiture for additional information.

(3) Represents amounts reclassified to Assets held-for-sale due to the divestiture of the Company’s TalentNeuron business in February 2023.

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.

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

Finite-lived intangible assets.

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Gross cost at December 31, 2022 1,060,541 11,200 10,436 $ 1,082,177

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

Additions due to an acquisition (1) 990 — — 990

Intangible assets fully amortized ( 987 ) ( 39 ) ( 236 ) ( 1,262 )

Foreign currency translation impact 16,639 39 — 16,678

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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 )

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Balance at December 31, 2022 $ 574,281 $ 5,600 $ 4,833 $ 584,714

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

(1) The additions were due to the acquisition of an independent sales agent in September 2023.

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.

(2) Represents amounts reclassified to Assets held-for-sale due to the divestiture of the Company’s TalentNeuron business in February 2023.

See Note 2 — Acquisitions and Divestiture for additional information.

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Net balance sheet carrying amount $ 2,458,296 $ 2,461,407

(1) The contractual annualized interest rate as of December 31, 2022 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 5.81 %, which consisted of a floating Eurodollar base rate of 4.438 % plus a margin of 1.375 % .

However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

(1) The contractual annualized interest rate as of December 31, 2023 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 6.73 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 5.375 % plus a margin of 1.350 %.

However, the Company has an interest rate swap contracts that effectively converts the floating SOFR on outstanding amounts to a fixed base rate.

(2) The Company had approximately $ 1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of December 31, 2023.

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The 2030 Notes bear interest at a fixed rate of 3.75 % and mature on October 1, 2030.

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

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.

(6) Consists of a State of Connecticut economic development loan originated in 2019 with a 10 -year maturity and bears interest at a fixed rate of 1.75 %.

This loan may be repaid at any time by the Company without penalty.

(7) The weighted average annual effective rate on the Company’s outstanding debt for 2023, including the effects of its interest rate swaps discussed below, was 5.00 %.

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The 2029 Notes will mature on June 15, 2029.

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

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

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.

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

In May 2023, the Company entered into an amendment of the 2020 Credit Agreement that replaced the interest rate benchmark from LIBOR to Secured Overnight Financing Rate (“SOFR”).

After the amendment, interest is accrued on outstanding balances under the credit facility and payable monthly at a rate of the one month Term SOFR plus 10 basis points and the applicable margin.

Prior to the amendment, interest was accrued at a rate of the one month LIBOR plus the applicable margin.

Interest Rate Swaps

As of December 31, 2023, 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.

In May 2023, in conjunction with the amendment of the 2020 credit agreement, the Company entered into an amendment of its interest rate swap contract.

Under the amended agreement, the Company pays a base fixed rate of 2.98 % and in return receives a floating Term SOFR base rate on 30-day notional borrowings.

Prior to the amendment, the Company paid a base fixed rate of 3.04 % and in return received a floating Eurodollar base rate on 30-day notional borrowings.

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

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

Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income, 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, 2023, $ 32.3 million is remaining in Accumulated other comprehensive loss, net.

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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The incremental borrowing rate is calculated for each individual lease and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis (in the currency that the lease is denominated) over a similar term an amount equal to the lease payments in a similar economic environment.

Right-of-use assets also include any initial direct costs incurred by the Company and lease payments made to a lessor on or before the related lease commencement date, less any lease incentives received directly from the lessor.

Right-of-use assets also include initial direct costs incurred by the Company and lease payments made to a lessor on or before the related lease commencement date, less any lease incentives received directly from the lessor.

Certain of the Company’s facility lease agreements include options to extend or terminate the lease.

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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 2023, 2022, or 2021.

(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.

(4) Amount excludes impairment charges of $ 20.4 million, $ 54.0 million, and $ 49.5 million for the years ended December 31, 2023, 2022, and 2021 respectively, as discussed below.

As of December 31, 2023, 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):

16 unchanged sentences

Total operating lease liabilities per the Consolidated Balance Sheet $ 611,899 $ 696,984

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.

As of December 31, 2023, the Company had additional operating leases for facilities that have not yet commenced.

These operating leases, which aggregated $ 3.2 million of undiscounted lease payments, are scheduled to commence during 2024 with lease terms of up to 5 years.

As a result and in consideration of the changing nature of the Company’s use of office space, the Company continues to evaluate its existing real estate lease portfolio.

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 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.

As a result of the evaluation, the Company recognized an impairment loss of $ 20.4 million, $ 54.0 million and $ 49.5 million during the years ended December 31, 2023, 2022, and 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, 2023 includes $ 14.7 million related to right-of-use assets and $ 5.7 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 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 year ended December 31, 2021 includes $ 50.9 million related to right-of-use assets and $ 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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(1) The Company used a total of $ 0.6 billion, $ 1.0 billion and $ 1.7 billion in cash for share repurchases during 2023, 2022 and 2021, 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 $ 1.6 billion, and $ 1.0 billion of the Company’s common stock during 2021 and 2022, respectively.

The Board authorized incremental share repurchases of up to an additional $ 1.6 billion, $ 1.0 billion and $ 0.9 billion of the Company’s common stock during 2021, 2022 and 2023, respectively.

$ 987 million remained available as of December 31, 2023.

2 unchanged sentences

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 information regarding an increase in the Company’s share repurchase authorization.

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

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Our Business and Revenues

Gartner delivers its products and services globally through three business segments:

Research, Conferences and Consulting.

Revenues from those business segments are discussed below.

Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as described below.

Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools.

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Almost all of the invoiced amounts are collected in advance of the related activity, resulting in the recording of deferred revenue.

Both the attendee and exhibitor revenues are recognized as the related performance obligations are satisfied (i.e., when the related activity is held).

Both the attendee and exhibitor revenues are recognized as the related performance obligations are satisfied (i.e., when the related conference is held).

The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period during which the related activity occurs.

60 unchanged sentences

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, 2023 was approximately $ 5.6 billion.

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The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents.

As of December 31, 2022, the Company had 4.0 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its 2014 Long-Term Incentive Plan (the “Plan”).

As of December 31, 2023, the Company had 5.9 million shares of its common stock, par value $ 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its Long-Term Incentive Plan as amended and restated in June 2023 (the “Plan”).

Currently, the Company issues treasury shares upon the exercise, release or settlement of stock-based compensation awards.

10 unchanged sentences

Total (2) (3)

$ 129.8 $ 90.6 $ 98.6

Expense category line item 2023 2022 2021

2 unchanged sentences

Total (1) (2) (3)

$ 129.8 $ 90.6 $ 98.6

(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.

2 unchanged sentences

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.

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

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

(2) The increase in stock-based compensation expense during 2023 was primarily due to changes in retirement-eligible provisions for certain stock-based compensation awards.

(3) Includes charges of $ 55.5 million, $ 32.2 million and $ 41.2 million during 2023, 2022 and 2021, respectively, for awards to retirement-eligible employees.

53 unchanged sentences

Vested and released ( 0.5 ) 193.30

Forfeited ( 0.1 ) 195.86

Outstanding at December 31, 2023 (2) (3) 1.0 $ 275.81

10 unchanged sentences

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.

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.

CSEs vest immediately and, as a result, they are recorded as expense on the date of grant.

4 unchanged sentences

Granted 3,196 359.23

Converted to shares of Common Stock upon grant ( 1,680 ) 283.58

Converted to shares of Common Stock upon grant and termination

( 12,125 ) 100.86

Outstanding at December 31, 2023 106,350 $ 35.45

17 unchanged sentences

Diluted $ 11.08 $ 9.96 $ 9.21

(1) Both basic and diluted income per share for 2021 and 2020 included a tax benefit of approximately $ 0.63 and $ 0.31 per share, respectively, related to intercompany sales of certain intellectual property (see Note 12 — Income Taxes).

(1) Both basic and diluted income per share for 2021 included a tax benefit of approximately $ 0.63 per share related to intercompany sales of certain intellectual property (see Note 12 — Income Taxes).

The table below presents the number of outstanding awards associated with stock-based compensation plans that were not included in the computations of diluted income per share in the above table because the effect would have been anti-dilutive.

24 unchanged sentences

Total current and deferred 269,002 226,592 183,252

(Expense) benefit relating to interest rate swaps used to increase equity ( 5,569 ) ( 7,281 ) 8,257

Expense relating to interest rate swaps used to increase equity

( 4,976 ) ( 5,569 ) ( 7,281 )

Benefit from stock transactions with employees used to increase equity 105 66 78

Benefit relating to defined-benefit pension adjustments used to increase equity ( 1,693 ) 261 242

Benefit (expense) relating to defined-benefit pension adjustments used to increase equity

532 ( 1,693 ) 261

Total tax expense $ 264,663 $ 219,396 $ 176,310

3 unchanged sentences

Intangible assets 92,612 35,803

Property, equipment and leasehold improvements 9,631 —

Loss and credit carryforwards 31,454 37,978

5 unchanged sentences

Property, equipment and leasehold improvements — ( 1,856 )

Intangible assets — ( 123,523 )

Prepaid expenses ( 69,556 ) ( 69,230 )

1 unchanged sentence

Gross deferred tax liabilities ( 85,143 ) ( 94,022 )

Net deferred tax liabilities $ ( 1,213 ) $ ( 41,785 )

Net deferred tax assets (liabilities)

$ 58,164 $ ( 1,213 )

Net deferred tax assets and net deferred tax liabilities were $ 144.7 million and $ 86.6 million as of December 31, 2023, respectively, and $ 138.3 million and $ 139.5 million as of December 31, 2022, respectively.

1 unchanged sentence

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, 2023.

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.

In 2023, the Company increased deferred tax assets by approximately $ 38.4 million for tax basis in intangible assets due to the intercompany transfer of certain intellectual property.

The Company recorded an offsetting increase in the valuation allowance.

No net tax benefit was recognized on the transfer, consistent with the Company’s continued expectation that no benefit will be recovered from the tax basis.

The valuation allowances of $ 177.1 million and $ 152.8 million as of December 31, 2023 and 2022, 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 .

As of December 31, 2023, the Company had state and local tax net operating loss carryforwards of $ 16.3 million, of which $ 0.1 million expires within one to five years .

$ 7.4 million expires within six to fifteen years , and $ 8.8 million expires within sixteen years to twenty years .

The Company also had state tax credits of $ 7.7 million, a majority of which will expire in five to six years .

2 unchanged sentences

In addition, the Company also had foreign tax credit carryforwards of $ 19.2 million, all of which will expire between 2029 and 2033.

These amounts have been reduced for associated unrecognized tax benefits, consistent with ASU No.

2013-11, “Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.”

These amounts have been reduced for associated unrecognized tax benefits, consistent with ASC 740, Income Taxes .

The items comprising the differences between the U.S.

6 unchanged sentences

Intercompany sale of intellectual property — — ( 5.6 )

Net activity in recognized tax benefits ( 1.1 ) 1.3 6.4

Net activity in unrecognized tax benefits

1.3 ( 1.1 ) 1.3

Law changes — — 1.3

3 unchanged sentences

Foreign-derived intangible income ( 0.3 ) ( 0.4 ) ( 0.3 )

Change in the valuation allowance ( 1.2 ) 0.3 0.4

Other items, net 0.2 ( 0.1 ) ( 0.7 )

Effective tax rate 23.1 % 21.4 % 18.2 %

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 and $ 28.3 million during 2021 and 2020, respectively.

The Company completed intercompany transfers of certain intellectual property in both 2023 and 2021.

The 2023 transfer resulted in the recognition of net deferred tax assets of $ 38.4 million representing tax basis in the acquiring jurisdiction less tax basis in the selling jurisdiction.

Full valuation allowances have been established for these assets.

No net tax benefit was recognized on the transfer, consistent with the Company's continued expectation that no benefit will be recovered from the tax basis.

The 2021 transfer resulted in recognition of approximately $ 54.1 million net tax benefits during 2021.

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.

1 unchanged sentence

As of December 31, 2023 and 2022, the Company had gross unrecognized tax benefits of $ 148.4 million and $ 137.2 million, respectively.

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

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

The gross unrecognized tax benefits at December 31, 2023 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.

1 unchanged sentence

Included in the balance of gross unrecognized tax benefits at December 31, 2023 are potential benefits of $ 139.1 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, 2022 are potential benefits of $ 11.4 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, 2023 are potential benefits of $ 9.3 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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The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision.

As of December 31, 2022 and 2021, the Company had $ 16.3 million and $ 14.3 million, respectively, of accrued interest and penalties related to gross unrecognized tax benefits.

As of December 31, 2023 and 2022, the Company had $ 17.4 million and $ 16.3 million, respectively, of accrued interest and penalties

related to gross unrecognized tax benefits.

These amounts are in addition to the gross unrecognized tax benefits disclosed above.

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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.

These proposals include a two-pillar approach to global taxation, focusing on global profit allocation and a 15% global corporate minimum tax rate.

Several countries in which Gartner does business have proposed or enacted new laws or are actively considering changes to their tax laws to align with OECD proposals.

Significant details around the provisions are still uncertain as the OECD and participating countries continue to work on defining the underlying rules and administrative procedures.

Enactment of this and similar legislation could significantly increase our tax obligations in countries where we do business.

We 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.

3 unchanged sentences

The accumulated undistributed earnings of non-U.S.

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

subsidiaries that have not been previously taxed were approximately $ 109.1 million as of December 31, 2023.

Note 13 — Derivatives and Hedging

16 unchanged sentences

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 swaps (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 )

(1) 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 fair value of the interest rate swaps are recorded in Other income (expense), net.

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

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

2 unchanged sentences

The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions.

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income (expense), net because the Company does not designate these contracts as hedges for accounting purposes.

These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income, net because the Company does not designate these contracts as hedges for accounting purposes.

All of the outstanding foreign currency forward exchange contracts at December 31, 2023 matured before January 31, 2024.

4 unchanged sentences

Amount Recorded In 2023 2022 2021

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

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

Interest expense (1)

$ 20,062 $ 22,643 $ 29,061

Other income, net (2)

( 5,836 ) ( 20,397 ) ( 18,844 )

Total expense, net $ 14,226 $ 2,246 $ 10,217

1 unchanged sentence

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

For the year ended December 31, 2020, Other (income) expense, net included $ 10.3 million expense on interest rate swap contracts due to forecasted interest payments no longer being probable as a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.

Note 14 — Fair Value Disclosures

33 unchanged sentences

Foreign currency forward contracts (2) 1,466 2,611

Interest rate swap contracts (3) — 53,737

Total Level 2 inputs 123,174 99,252

5 unchanged sentences

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

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

Cash 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 $ 104.6 million and $ 84.3 million at December 31, 2023 and 2022, respectively.

17 unchanged sentences

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.

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.

During the years ended December 31, 2023, 2022 and 2021, the Company recorded impairment charges of $ 20.4 million, $ 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 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.

10 unchanged sentences

The related deferred compensation plan liabilities, which were $ 121.7 million and $ 96.6 million at December 31, 2023 and 2022, 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 $ 2.8 million, $ 0.4 million and $ 1.3 million in 2023, 2022 and 2021, respectively.

5 unchanged sentences

The table below presents the components of the Company’s defined benefit pension plan expense for the years ended December 31 (in thousands).

The components of pension expense, other than service cost, are recorded in Other income (expense), net in the Consolidated Statements of Operations.

The components of pension expense, other than service cost, are recorded in Other income, net in the Consolidated Statements of Operations.

2023 2022 2021

18 unchanged sentences

Interest cost 2,173 709 605

Actuarial (gain) loss due to assumption changes and plan experience (1) ( 7,318 ) ( 2,230 ) 1,516

Actuarial loss (gain) due to assumption changes and plan experience (1) 2,527 ( 7,318 ) ( 2,230 )

Benefits payments (2) ( 1,974 ) ( 1,225 ) ( 1,198 )

1 unchanged sentence

Settlements — — ( 1,606 )

Acquisition/Business Combination/Divestiture ( 268 ) — —

Other 4,628 5,685 —

47 unchanged sentences

Note 16 — Segment Information

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

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

• Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools.

36 unchanged sentences

Acquisition and integration charges 9,587 9,079 6,055

Gain from sale of divested operation ( 135,410 ) — —

Operating income 1,236,894 1,100,106 915,751

1 unchanged sentence

Gain on event cancellation insurance claims 3,077 — 152,310

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

Provision for income taxes 264,663 219,396 176,310

31 unchanged sentences

2021 $ 10,000 $ 2,800 $ ( 6,300 ) $ 6,500

Note 19 — Subsequent Event

On February 2, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $ 400.0 million of Gartner's common stock.

This authorization is in addition to the previously authorized repurchases of up to $ 3.8 billion, which as of the end of January 2023 had approximately $ 606.0 million remaining.

FORM 10-K SUMMARY.

21 unchanged sentences

Dykstra Director February 15, 2024

Gutiérrez Director February 15, 2024

Ferguson Director February 15, 2024

9 unchanged sentences

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