What changed in this filing

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Item 9A. Controls and Procedures

2025-02-13 compared with 2024-02-15 · 187 added, 177 removed, 1371 unchanged (21% of the section changed)

17 unchanged sentences

OTHER INFORMATION.

Insider Trading Arrangements

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, 2024.

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By-laws of Gartner, Inc.

(as amended through April 29, 2021).

(as amended and restated through October 31, 2024).

Indenture (including form of Notes), dated as of June 22, 2020, among Gartner, Inc., the guarantors named therein and U.S.

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Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 3.750% Senior Notes due 2030.

Amended and Restated Credit Agreement, dated as of September 28, 2020, among Gartner, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among Gartner, Inc.

each subsidiary guarantor party thereto and JPMorgan Chase Bank, N.A.

Indenture (including form of Notes), dated as of June 18, 2021, among Gartner, Inc., the guarantors named therein and U.S.

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Description of Gartner, Inc.’s Common Stock.

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

Credit Amendment, dated as of March 26, 2024, among Gartner, Inc., the lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Executive Performance Bonus Plan, effective January 1, 2024.

2011 Employee Stock Purchase Plan, as amended and restated, as of May 1, 2024.

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

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Hall and the Company dated as of April 29, 2021.

10.7 ( 17 ) +

Second Amendment to Employment Agreement between Eugene A.

Hall and the Corporation effective as of July 1, 2024.

Company Deferred Compensation Plan, effective January 1, 2009.

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Form of 2024 Performance Stock Unit Agreement for executive officers.

Form of Restricted Stock Unit Agreement for executive officers.

Form of 2025 Stock Appreciation Right Agreement for executive officers.

Form of 2025 Performance Stock Unit Agreement for executive officers.

Form of 2024 Restricted Stock Unit Agreement for executive officers.

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

Enhanced Executive Rewards Policy.

Insider Trading Policy.

Subsidiaries of Registrant.

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(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.

(7) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019.

(8) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009.

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

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

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

(12) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2023.

(13) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 1, 2024.

(14) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on April 30, 2024.

(15) Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 15, 2024.

(16) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 5, 2024.

Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 1, 2024.

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, 2024, 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 13, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Unrecognized tax benefits

As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position when it believes such position is more likely than not of being sustained if challenged.

As of December 31, 2023, the Company has recorded gross unrecognized tax benefits of $148.4 million.

Assessment of tax benefits on intercompany transfer of intellectual property

As discussed in Note 1 to the consolidated financial statements, 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.

Recognized tax positions are measured at the largest amount of benefit with greater than a 50 percent likelihood of being realized.

The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.

We identified the assessment of unrecognized tax benefits related to transfer pricing as a critical audit matter.

Complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

As discussed in Note 12, in December 2024, the Company completed an intercompany transfer of certain intellectual property.

As a result, the Company recorded a deferred tax asset of approximately $163.2 million.

The deferred tax asset represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

These amounts have been reduced for associated unrecognized tax benefits.

We identified the assessment of tax benefits related to the December 2024 intercompany transfer of intellectual property as a critical audit matter.

Subjective and complex auditor judgment was required in evaluating the tax position in accordance with tax laws and the valuation and measurement of the uncertain tax position based on the tax benefits more likely than

not to be realized.

The future revenue forecasts and the discount rate used by the Company to estimate the fair value of the intellectual property and to measure the uncertain tax position involved significant judgments that could have a material effect on the value of the deferred tax asset recognized.

Specialized skills and knowledge were required to evaluate the tax position in accordance with tax laws, as well as the reasonableness of the discount rate and measurement of the uncertain tax position.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process, including transfer pricing.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in assessing unrecognized tax benefits by:

• evaluating the Company’s interpretation of tax laws and income tax consequences of intercompany transactions

• assessing transfer pricing practices for compliance with relevant tax laws and regulations

• analyzing the Company’s tax positions and determination of unrecognized tax benefits, including the associated effect in other jurisdictions

In addition, we evaluated the Company’s ability to estimate its unrecognized tax benefits by comparing historical unrecognized tax benefits to actual results upon conclusion of examinations by applicable taxing authorities.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process for recognizing tax benefits.

This included controls related to the evaluation of the tax position in accordance with tax laws, and the selection of the future revenue forecasts and the discount rate used in the valuation and measurement of the uncertain tax position.

We evaluated the Company’s future revenue forecast assumptions by comparing the assumptions to the entity’s historical revenue growth rates, to third-party analyst projections for the Company, and to third-party projected industry-wide revenue growth rates.

We compared the Company’s historical revenue forecasts to actual results to assess the Company’s ability to accurately forecast.

We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in evaluating the tax position in accordance with tax laws and the measurement of the uncertain tax position by evaluating the Company’s assessment of the technical tax merits applicable to the transaction, the more-likely-than-not recognition and measurement thresholds, and the Company’s application of the relevant tax laws.

We involved transfer pricing and valuation professionals with specialized skills and knowledge, who assisted in evaluating the reasonableness of the discount rate, and the valuation and measurement of the uncertain tax position by:

• comparing the discount rate to a range of discount rates that was independently developed using publicly available market data.

• developing an independent estimate of value of the uncertain tax position using the Company’s forecasts and the independently developed range of discount rates and comparing it to the uncertain tax position recognized by the Company.

We have served as the Company’s auditor since 1996.

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Cash and cash equivalents $ 1,933,147 $ 1,318,999

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

Fees receivable, net of allowances of $ 8,500 and $ 9,000 , respectively

1,696,225 1,601,228

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Prepaid expenses and other current assets 153,245 127,180

Assets held-for-sale — 49,036

Total current assets 4,196,531 3,427,886

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Current portion of long-term debt — 9,600

Liabilities held-for-sale — 30,840

Total current liabilities 3,969,016 3,777,719

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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

3 unchanged sentences

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

1 unchanged sentence

Net income — — — 1,253,715 — 1,253,715

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

Other comprehensive loss — — ( 12,002 ) — — ( 12,002 )

Issuances under stock plans — 22,057 — — 6,227 28,284

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Proceeds from sale of divested operation — 161,081 —

Other — — 2,306

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

Cash (used in) provided by investing activities ( 103,737 ) 54,157 ( 117,558 )

Financing activities:

Proceeds from employee stock purchase plan 28,187 25,107 22,231

Proceeds from borrowings — — 600,000

Payments for deferred financing fees ( 2,972 ) — —

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

Proceeds from revolving credit facility 274,400 — —

Payments on borrowings ( 274,400 ) ( 7,800 ) ( 5,931 )

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These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses.

Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities.

Such estimates include the valuation of fees receivable, goodwill, intangible assets, deferred tax assets and other long-lived assets, as well as tax accruals and other liabilities.

In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization.

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Under the acquisition method, the operating results of acquired companies are included in the Company’s Consolidated Financial Statements beginning on the date of acquisition.

The Company completed business acquisitions in both 2022 and 2021.

The Company completed business acquisitions in 2023 and 2022.

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

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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 and divestitures are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations.

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 and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.

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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.

The Company generally records 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.

Note 9 — Revenue and Related Matters provides additional information regarding the Company’s business and revenues.

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Commission expense.

The Company records deferred commissions upon signing a customer contract and amortizes the deferred amount over a period that aligns with the transfer to the customer of the services to which the commissions relate.

The Company records deferred commissions upon the recognition of commission liabilities, which is generally aligned with the obtaining of a customer contract or the commencement of subsequent terms in the case of multi-year contracts.

The deferred amount is amortized over a period that aligns with the transfer to the customer of the services to which the commissions relate.

Note 9 — Revenue and Related Matters provides additional information regarding deferred commissions and the amortization of such costs.

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A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award.

Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards at the modification date.

For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs.

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Cash and cash equivalents and restricted cash per the Consolidated Statements of Cash Flows $ 1,933,147 $ 1,319,599 $ 698,599 $ 760,602

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

(1) Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions.

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.).

During the year ended December 31, 2024, the Company paid $ 0.6 million of restricted cash for deferred consideration related to a 2022 acquisition.

ASC 842 requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset and a related lease liability on its balance sheet for most of its leases.

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Gain on event cancellation insurance claims.

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.

During the year ended December 31, 2024, the Company received $ 300.0 million in proceeds from a settlement agreement to resolve litigation concerning the Company's event cancellation insurance for 2020 and 2021.

The settlement resolved all remaining 2020 and 2021 event cancellation insurance claims.

The Company received $ 3.1 million in proceeds during the year ended December 31, 2023 related to 2020 conference cancellation insurance claims.

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.

Adoption of new accounting standards .

Adoption of new accounting standard .

The Company adopted the accounting standard described below during 2024.

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, 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.

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 of 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, an 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 adopted ASU 2023-07 effective with the 2024 10-K and the adoption only impacted its disclosures with no impacts to the Company's results of operations, cash flows, or financial condition.

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.

The FASB has issued accounting standards that have not yet become effective as of December 31, 2024 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods.

The standards and their potential impacts are discussed below.

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

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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.

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 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.

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

Income Statement — In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures (“ASU No.

The amendments in this ASU are expected to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including employee compensation, depreciation and amortization) in commonly presented expense captions (such as cost of sales, SG&A and research and development).

ASU 2024-03 will require a quantitative disclosure of the components of each income statement line item (e.g., cost of services and product development and selling, general and administrative expenses).

It will also require entities to disclose the total amount of selling expenses, and, on an annual basis, an entity’s definition of selling expenses.

The amendments are effective for annual periods with fiscal years beginning after December 15, 2026, and interim periods in fiscal years beginning after December 15, 2027.

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

Note 2 — Acquisitions and Divestiture

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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.

During the year ended December 31, 2024, the Company paid $ 2.0 million of deferred consideration.

Year Ended December 31, 2022

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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.

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.

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.

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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

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Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and divestitures and include, among other items, professional fees and personnel related expenses.

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

Note 3 — Goodwill and Intangible Assets

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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

Balance at December 31, 2023 (1) 2,657,549 183,997 95,714 2,937,260

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

Foreign currency translation impact ( 6,568 ) ( 77 ) ( 410 ) ( 7,055 )

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

(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.

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

See Note 2 — Acquisitions and Divestiture for additional information.

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, 2023 1,077,183 11,200 10,200 $ 1,098,583

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

Intangible assets fully amortized — ( 11,200 ) — ( 11,200 )

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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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See Note 2 — Acquisitions and Divestiture for additional information.

(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.

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

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2025 $ 81,066

2029 and thereafter 96,649

Note 4 — Other Assets

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Description 2024 2023

2024 Credit Agreement - Revolving credit facility (1), (2) $ 274,400 $ —

2020 Credit Agreement -Term loan facility 274,400

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Net balance sheet carrying amount $ 2,459,915 $ 2,458,296

(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 %.

(1) The contractual annualized interest rate as of December 31, 2024 on the 2024 Credit Agreement was 5.73 %, which consisted of Term Secured Overnight Financing Rate (“SOFR”) of 4.375 % 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 $ 0.7 billion of available borrowing capacity on the 2024 Credit Agreement revolver (not including the expansion feature) as of December 31, 2024.

(3) Consists of $ 800.0 million principal amount of 2028 Notes outstanding.

The 2028 Notes bear interest at a fixed rate of 4.50 % and mature on July 1, 2028.

(4) Consists of $ 600.0 million principal amount of 2029 Notes outstanding.

The 2029 Notes bear interest at a fixed rate of 3.625 % and mature on June 15, 2029.

(5) Consists of $ 800.0 million principal amount of 2030 Notes outstanding.

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

(3) 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 %.

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(5) Deferred financing fees are being amortized to Interest expense over the term of the related debt obligation.

2024 Credit Agreement

On March 26, 2024, the Company entered into a Credit Agreement (the “2024 Credit Agreement”) among the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).

The 2024 Credit Agreement provides for a $ 1.0 billion senior unsecured five-year revolving facility.

The facility may be increased, at the Company’s option and under certain conditions, by up to an additional $ 750 million in the aggregate.

The facility may be used for revolving 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 March 26, 2029, at which time all amounts borrowed must be repaid, subject to customary extension mechanics.

On March 26, 2024, the Company borrowed $ 274.4 million under the 2024 Credit Agreement.

The initial borrowing was used to repay the outstanding amounts under the 2020 Credit Agreement.

Additional amounts borrowed under the 2024 Credit Agreement will be used for working capital needs and general corporate purposes of the Company and its subsidiaries, including the funding of acquisitions and investments, payment of capital expenditures and the repurchase of shares.

Interest under the revolving facility accrues, at a variable rate, based on, at our option, (i) the Secured Overnight Funding Rate (“SOFR”) plus a credit spread adjustment of 0.10 % or (ii) an alternate base rate (“Base Rate”) plus, in each case, an applicable margin, and is payable monthly.

The applicable margin ranges between 1.125 % and 1.75 %, depending on the lower rate determined by either the Company’s leverage ratio or the credit rating of the Company’s senior unsecured debt.

At December 31, 2024, the applicable all-in margin on the revolving facility was 1.350 % (including the credit spread adjustment).

The commitment fee payable on the unused portion of the facility is equal to between 0.125 % and 0.25 % based on utilization of the facility.

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

The 2024 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 grant liens, make acquisitions, be acquired and the ability of the Company’s subsidiaries to incur indebtedness.

Subsidiaries of the Company are not required to guarantee obligations under the facility, unless such subsidiaries guarantee indebtedness in excess of a threshold set out in the 2024 Credit Agreement, subject to certain limitations and exceptions.

The 2024 Credit Agreement contains customary events of default that include, among others, non-payment of principal, interest or fees, material inaccuracy of representations and warranties, violation of covenants, cross defaults to certain other indebtedness, bankruptcy and insolvency events, ERISA defaults, material judgments, and events constituting a change of control.

The occurrence of an event of default allows the lenders to terminate their obligations to lend under the 2024 Credit Agreement and could result in the acceleration of the Company’s obligations under the facility.

On June 18, 2021, the Company issued $ 600.0 million aggregate principal amount of 3.625 % Senior Notes due 2029.

4 unchanged sentences

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.

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.

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 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

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

13 unchanged sentences

The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date.

Prior to July 1, 2023, the Company may redeem up to 40 % of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture.

2020 Credit Agreement

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, 2023.

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.

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.

Prior to entering into the 2024 Credit Agreement, the Company had a credit facility that provided for a $ 400.0 million Term loan facility and a $ 1.0 billion Revolving credit facility (the “2020 Credit Agreement”).

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

On March 26, 2024, concurrently with the Company’s entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement and repaid all amounts outstanding.

Interest Rate Swaps

As of December 31, 2024, the Company had one fixed-for-floating interest rate swap contract with a total notional value of $ 350.0 million that matures in 2025.

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.

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As of December 31, 2024, $ 13.2 million is remaining in Accumulated other comprehensive loss, net.

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

See Note 13 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at December 31, 2024 and December 31, 2023.See Note 14 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

Note 7 — Leases

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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 $ 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.

As a result of the evaluation, the Company recognized impairment losses of $ 10.9 million, $ 20.4 million and $ 54.0 million during the years ended December 31, 2024, 2023, and 2022, respectively, which are 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, 2024 includes $ 10.3 million related to other long-lived assets, primarily leasehold improvements, as well as $ 56.7 million related to right-of-use assets partially offset by a $ 56.1 million reduction in lease liabilities.

During the fourth quarter of 2024, the Company entered into an amended lease agreement to significantly reduce the square footage and reduce future lease payments at one of its leased locations.

The Company made an installment payment of $ 24.0 million during the fourth quarter of 2024, and will make an equal installment payment during the second quarter of 2025 in consideration for the lease amendment.

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 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.

4 unchanged sentences

The Company does not currently pay cash dividends on its common stock.

Also, the 2020 Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends.

Also, the 2024

Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends.

The table below summarizes transactions relating to the Company’s common stock for the three years ended December 31, 2024.

10 unchanged sentences

Balance at December 31, 2024 163,602,067 86,222,214

(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.

(1) The Company used a total of $ 735.4 million, $ 606.2 million and $ 1.0 billion in cash for share repurchases during 2024, 2023 and 2022, respectively.

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, $ 1.0 billion and $ 0.9 billion of the Company’s common stock during 2021, 2022 and 2023, respectively.

From February 2021 to July 2024, the Board authorized incremental share repurchases of up to an aggregate additional $ 4.1 billion of the Company’s common stock.

$ 953.8 million remained available as of December 31, 2024.

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Revenues from fixed fee engagements are recognized as the Company works to satisfy its performance obligations, while revenues from time and materials engagements are recognized as work is delivered and/or services are provided.

In both of these circumstances, performance obligations are satisfied and control of the services are passed to customers over time (i.e., during the duration of the contract or consulting engagement).

In both of these circumstances, performance obligations are satisfied and control of the services is passed to customers over time (i.e., during the duration of the contract or consulting engagement).

On a contract-by-contract basis, the Company typically uses actual labor hours incurred compared to total expected labor hours to measure the Company’s performance in respect of fixed fee engagements.

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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, 2024 was approximately $ 6.4 billion.

The Company expects to recognize $ 3.3 billion, $ 1.8 billion and $ 0.5 billion of this revenue (most of which pertains to Research) during the year ending December 31, 2024, the year ending December 31, 2025 and thereafter, respectively.

The Company expects to recognize $ 3.7 billion, $ 2.1 billion and $ 600.0 million of this revenue (most of which pertains to Research) during the year ending December 31, 2025, the year ending December 31, 2026 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.

47 unchanged sentences

Common stock equivalents 1.1 1.1 0.8

Total (2) (3)

$ 154.8 $ 129.8 $ 90.6

2 unchanged sentences

Selling, general and administrative 93.0 76.5 57.9

Total (1) (2) (3)

$ 154.8 $ 129.8 $ 90.6

(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.

However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95 % of target.

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.

(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.

(1) The Company changed its retirement eligibility provisions for certain stock-based compensation awards in 2023.

Includes charges of $ 71.4 million, $ 55.5 million and $ 32.2 million during 2024, 2023 and 2022, respectively, for awards to retirement-eligible employees.

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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.

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Average market price per share of Common Stock during the year $ 475.66 $ 351.31 $ 289.73

(1) The number of anti-dilutive common stock equivalents for 2021 was de minimis.

Note 12 — Income Taxes

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Net deferred tax assets 311,637 143,307

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

Prepaid expenses ( 79,559 ) ( 69,556 )

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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, 2024.

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.

In January 2024, the Company completed an intercompany transfer of certain intellectual property.

Prior to the sale, the Company had a $ 103.1 million deferred tax asset for tax basis in the related IP and a full valuation allowance due to no expected local tax benefit of the asset.

As a result of this IP transfer, the deferred tax asset and related valuation allowance were written off with no impact to tax expense.

In December 2024, the Company completed an additional intercompany transfer of certain intellectual property.

As a result, the Company recorded a deferred tax asset of approximately $ 163.2 million.

The deferred tax asset represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction.

A portion of the tax amortization was recognized in 2024.

The deferred tax asset for intangible assets was reduced for the impact of the 2024 amortization, with the offset reflected as an increase in the deferred tax asset for loss carryforwards.

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

The fair value of the intellectual property was determined using an income approach based on unobservable inputs and involves significant judgments such as, but not limited to, future cash flows and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

The valuation allowances of $ 76.3 million and $ 177.1 million as of December 31, 2024 and 2023, 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, 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 .

As of December 31, 2024, the Company had state and local tax net operating loss carryforwards of $ 8.7 million, of which $ 4.0 million expires within six to fifteen years and $ 4.7 million expires within sixteen years to twenty years .

The Company also had state tax credits of $ 6.2 million, a majority of which will expire in five to six years .

13 unchanged sentences

2.0 1.3 ( 1.1 )

Law changes — — 1.3

Stock-based compensation expense ( 3.3 ) ( 3.1 ) ( 2.0 )

5 unchanged sentences

Effective tax rate 9.6 % 23.1 % 21.4 %

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.

As noted above, in December 2024, the Company completed an additional intercompany transfer of certain intellectual property.

As a result, the Company recorded net tax benefits of approximately $ 161.9 million.

The benefit represents the value of future tax deductions for amortization of the assets in the acquiring jurisdiction, net of any tax recognized by the selling jurisdiction.

The Company’s intellectual property footprint continues to evolve and may result in tax rate volatility in the future.

The change in valuation allowance in 2024 was largely related to the January transfer of intellectual property noted above.

Because both the asset and the related valuation allowance were written off, there is no net income tax expense from the change in valuation allowance.

Therefore, no tax expense amount is reflected in the table above.

As of December 31, 2024 and 2023, the Company had gross unrecognized tax benefits of $ 257.5 million and $ 148.4 million, respectively.

14 unchanged sentences

The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision.

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.

As of December 31, 2024 and 2023, the Company had $ 21.1 million and $ 17.4 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.

4 unchanged sentences

For other major taxing jurisdictions, including U.S.

states, the United Kingdom, Canada, Japan, Cyprus, and France, the Company’s statutes vary and are open as far back as 2013.

states, the United Kingdom, Canada, Japan, Malta, Cyprus, France, Germany, and Saudi Arabia, the Company’s statutes vary and are open as far back as 2015.

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

5 unchanged sentences

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.

The Company continues to assert its intention to reinvest all accumulated undistributed foreign earnings in its non-U.S.

The Company intends to distribute a portion of the accumulated undistributed earnings of non-U.S.

subsidiaries as of December 31, 2024 in conjunction with global restructuring activity.

The Company has recorded an income tax expense of approximately $ 2.6 million during 2024 for the anticipated tax impact of such distribution.

The Company continues to assert its intention to reinvest all remaining accumulated undistributed foreign earnings in its non-U.S.

operations, except in instances where the repatriation of those earnings would result in minimal additional tax.

Consequently, the Company has not recognized income tax expense that would result from the remittance of those earnings.

Consequently, except as noted above, the Company has not recognized income tax expense that would result from the remittance of those earnings.

The accumulated undistributed earnings of non-U.S.

9 unchanged sentences

Loss Recorded in AOCI/L

Interest rate swap (1) 1 $ 350,000 $ 1,097 Other assets $ ( 24,162 )

5,962 Other current assets

Foreign currency forwards (2) 111 525,719 180 Other current assets —

Interest rate swap (1) 1 $ 350,000 $ 3,095 Other current assets $ ( 9,800 )

Foreign currency forwards (2) 119 656,904 ( 16 ) Other current liabilities —

Total 120 $ 1,006,904 $ 3,079 $ ( 9,800 )

15 unchanged sentences

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.

All of the outstanding foreign currency forward exchange contracts at December 31, 2024 matured before February 5, 2025.

(3) See Note 14 — Fair Value Disclosures for the determination of the fair values of these instruments.

48 unchanged sentences

(1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees (see Note 15 — Employee Benefits).

The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts.

The assets consist of investments in money market funds, mutual

funds and company-owned life insurance contracts.

The money market funds consist of cash equivalents while the mutual fund investments consist of publicly-traded and quoted equity shares.

22 unchanged sentences

During the years ended December 31, 2024, 2023 and 2022, the Company recorded impairment charges of $ 10.9 million, $ 20.4 million, and $ 54.0 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.

The impairments were 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.

10 unchanged sentences

The value of those assets was $ 146.8 million and $ 114.8 million at December 31, 2024 and 2023, respectively (see Note 14 — Fair Value Disclosures for fair value information).

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.

The related deferred

compensation plan liabilities, which were $ 148.6 million and $ 121.7 million at December 31, 2024 and 2023, 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.

12 unchanged sentences

Recognition of actuarial loss 262 171 264

Recognition of loss due to settlements — — 286

Other — ( 638 ) 501

12 unchanged sentences

Interest cost 2,520 2,173 709

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

Actuarial (gain) loss due to assumption changes and plan experience (1)

( 772 ) 2,527 ( 7,318 )

Benefits payments (2) ( 2,838 ) ( 1,974 ) ( 1,225 )

Plan amendments — — 269

Settlements — — ( 1,606 )

Acquisition/Business Combination/Divestiture — ( 268 ) —

40 unchanged sentences

Actual return on plan assets 1,021 1,516 ( 3,072 )

Settlements — — ( 1,606 )

Foreign currency impact ( 2,456 ) 672 ( 2,092 )

12 unchanged sentences

Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

The Company evaluates segment performance and allocates resources based on gross contribution margin.

The Company's Chief Executive Officer is its chief operating decision maker (CODM).

The CODM evaluates segment performance and allocates resources based on gross contribution.

Gross contribution, as presented in the table below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges.

10 unchanged sentences

Revenues $ 5,125,650 $ 583,224 $ 558,537 $ 6,267,411

Gross contribution 3,600,143 253,739 181,501 4,035,383

Corporate and other expenses ( 2,798,489 )

Operating income $ 1,236,894

Revenues $ 4,604,791 $ 389,273 $ 481,782 $ 5,475,846

Personnel expenses 1,125,694 67,326 324,890 1,517,910

Product and content delivery expenses 179,784 215,664 14,775 410,223

Other (1) 27,329 18,825 15,580 61,734

Gross contribution 3,792,843 281,409 203,292 4,277,544

Corporate and other expenses ( 2,715,028 )

Operating income $ 1,100,106

Cost of services and product development - unallocated (2) 33,155

Selling, general and administrative 2,884,814

Depreciation and amortization 202,315

Acquisition and integration charges 973

Interest expenses and other, net 68,913

Gain on event cancellation insurance claims ( 300,000 )

Income before income taxes $ 1,387,374

Research Conferences Consulting Consolidated

Revenues $ 4,887,046 $ 505,164 $ 514,746 $ 5,906,956

Personnel expenses 1,071,315 56,708 308,580 1,436,603

Product and content delivery expenses 193,234 178,675 8,978 380,887

Other (1) 22,354 16,042 15,687 54,083

Gross contribution 3,600,143 253,739 181,501 4,035,383

Corporate and other expenses ( 2,413,765 )

Operating income $ 915,751

The table below provides a reconciliation of total segment gross contribution to net income for the years ended December 31 (in thousands).

2023 2022 2021

Total segment gross contribution $ 4,035,383 $ 3,815,134 $ 3,329,516

Costs and expenses:

Cost of services and product development - unallocated (2) 31,667

3 unchanged sentences

Gain from sale of divested operation ( 135,410 )

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

Interest expense and other, net ( 92,842 ) ( 72,911 ) ( 98,191 )

Interest expenses and other, net 92,842

Gain on event cancellation insurance claims ( 3,077 )

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

Net income $ 882,466 $ 807,799 $ 793,560

Income before income taxes $ 1,147,129

Research Conferences Consulting Consolidated

Revenues $ 4,604,791 $ 389,273 $ 481,782 $ 5,475,846

Personnel expenses 963,437 43,176 270,769 1,277,382

Product and content delivery expenses 212,143 125,528 10,504 348,175

Other (1) 14,637 9,843 10,675 35,155

Gross contribution 3,414,574 210,726 189,834 3,815,134

Cost of services and product development - unallocated (2) 33,059

Selling, general and administrative 2,480,944

Depreciation and amortization 191,946

Acquisition and integration charges 9,079

Interest expenses and other, net 72,911

Income before income taxes $ 1,027,195

(1) Other consists primarily of travel and entertainment and workplace expenses.

(2) The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense.

11 unchanged sentences

Legal Matters.

The Company is involved in legal proceedings and litigation arising in the ordinary course of business.

The Company records a provision for pending litigation in its consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated.

The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.

The Company is involved in legal proceedings, claims and compliance matters arising in the ordinary course of business.

The Company records a provision in its consolidated financial statements when it is determined that an unfavorable outcome in one of these matters is probable and the amount of the loss can be reasonably estimated.

The Company believes that the potential liability, if any, in excess of amounts already accrued for these contingencies will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.

Indemnifications.

27 unchanged sentences

/s/ Eugene A.

Hall Director and Chief Executive Officer February 15, 2024

Hall Chairman and Chief Executive Officer February 13, 2025

Hall (Principal Executive Officer)

16 unchanged sentences

Serra Director February 13, 2025

Smith Director February 15, 2024

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