Gartner (IT) 10-K risk factor changes: FY2022 vs FY2021

In addition to the effects of the [removed: COVID-19 pandemic and resulting] global [removed: disruptions] [added: economic and geopolitical climate] on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the [removed: COVID-19 pandemic and the] global economic [added: and geopolitical] climate may give rise to or amplify many of these risks discussed below.

[removed: *following] [added: Risks in this section are grouped in the following] categories: (1) [removed: risks related to the Coronavirus (COVID-19) pandemic; (2)] strategic and operational risks; [removed: (3)] [added: (2)] macroeconomic and industry risks; [removed: (4)] [added: (3)] legal and regulatory risks; and [removed: (5)] [added: (4)] risks related to our Common Stock.

[removed: - We] [added: As a result of the COVID-19 pandemic, we] cancelled in-person conferences scheduled for 2020 beginning in late February/early March [removed: 2020 with the remainder being cancelled after the World Health Organization’s declaration of the COVID-19 pandemic later in March] 2020.

These virtual conferences [removed: have] resulted in significantly less revenue and gross [removed: contribution than in-person conferences,] [added: contribution,] but we believe [removed: they aid] [added: aided] in client retention and engagement.

[removed: For additional information about how COVID-19 affects] [added: Additionally, for the continuing risks we face in] our Conferences [removed: business, see] [added: segment related to COVID-19, please refer above to] the [removed: Risk Factor titled “*The] [added: risk factor *“The] profitability and success of our conferences and other meetings are subject to external factors beyond our [removed: control.*”][added: control.”*]

[removed: Additionally, we] [added: *The COVID-19 pandemic had a material adverse impact on our operations and financial performance, specifically our Conferences segment, and may continue to have an adverse impact on our operations.* We] face challenges from evolving factors related to the COVID-19 pandemic that are not within our control, remain uncertain and to which we may not effectively respond.

For example, our operations span numerous locations around the world, and many local governments and countries [removed: have imposed or] may impose various restrictions on our employees, partners and customers’ physical movement to limit the spread of COVID-19.

We also face increased operational hurdles as we make efforts to promote employee health and safety, including limiting [removed: travel, limiting access to offices,] [added: travel] and implementing a hybrid virtual-first work policy, meaning that most of our employees will have the option to work remotely at least some of the time, for the foreseeable future.

[removed: Moreover, COVID-19] [added: This] may [removed: adversely impact our subscription-based business model (which accounts for a significant portion of our revenue) by causing] [added: cause] clients [added: in the UK] to [removed: decrease] [added: forgo] new [added: purchases,] and [added: decrease] renewals of subscription-based services and to request to cancel or renegotiate current subscription-based services.

Further, if our published data, opinions or viewpoints [removed: prove] [added: are considered] to be wrong, lack independence, or are not substantiated by appropriate research, our reputation will suffer and demand for our products and services may decline.

In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner via the internet and mobile [removed: applications.][added: applications in an inflationary economic environment.]

*Technology is rapidly evolving, and if we do not continue to develop new product and service offerings in response to these changes, our business could suffer.* Disruptive [removed: technologies] [added: technologies, including in areas of artificial intelligence and machine learning,] are rapidly changing the environment in which we, our clients, and [added: our competitors operate and could affect the nature of how we generate revenue.]

We will need to continue to respond to [added: and anticipate] these changes by enhancing our product and service offerings to maintain our competitive position.

However, we may not be successful in responding to these forces and enhancing our [removed: products] [added: product and service offerings] on a timely basis, and any enhancements we develop may not adequately address the changing needs of our clients.

Our future success will depend upon our ability to develop and introduce in a timely manner new or [removed: enhanced] [added: enhance] existing offerings that address the changing needs of this constantly evolving marketplace.

Search engines often update their proprietary algorithms, which [removed: could affect] [added: affects] the placement of links to our websites.

[removed: If] [added: When] a major search engine changes its algorithms in a manner that negatively affects our placement in search results or makes it less likely for our target audience to enter our websites, our business, results of operations and financial [removed: condition would] [added: position may] be harmed.

These products and services constituted approximately [removed: 79%] [added: 76%] and [removed: 81%] [added: 79%] of total revenues from our on-going operations for [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

While our Research client retention rate was 86% [removed: and 83% at December 31, 2021] [added: for both 2022] and [removed: 2020, respectively,] [added: 2021,] there can be no guarantee that we will continue to maintain this rate of client renewals.

*The profitability and success of our conferences and other meetings are subject to external factors beyond our control.* Our Conferences business constituted approximately [removed: 5%] [added: 7%] and [removed: 3%] [added: 5%] of total revenues from our on-going operations in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

We also face risks related to insurance coverage for our cancelled [added: 2020 and 2021] conferences.

Our event cancellation [removed: insurance provides] [added: insurance, including a two-year policy covering destination conferences during 2020 and 2021 and a policy covering Evanta conferences during 2020, provided] up to $170 million in coverage for 2020 [added: cancellations] with the right to reinstate [removed: that amount] [added: the policy limits] one time if those limits are utilized.

The insurer has contested our right to reinstate [added: the] limits and to [removed: include in] [added: use] reinstated limits [added: to cover losses resulting from] conferences cancelled due to COVID-19.

[removed: Gartner also has] [added: Gartner's two-year] event cancellation [removed: insurance for 2021, covering] [added: policy also covered] events that were planned for 2021 but cancelled, [added: with limits] of [removed: up to] $150 million with [added: the right to reinstate up to that amount one time if the initial limits are inadequate.]

In 2021, we received $166.9 million of [added: insurance] proceeds related to 2020 [removed: insurance] [added: event cancellation] claims and recorded a gain of $152.3 million.

Our insurance coverage for 2022 (and likely beyond) [removed: however] excludes [removed: cancellation] [added: coverage for cancellations] due to communicable diseases.

[added: In its lawsuit against the insurer,] Gartner is seeking to reinstate and recover up to an additional $20 million for cancelled 2020 Evanta meetings and to reinstate and recover up to an additional $150 million in losses from cancelled 2020 destination conferences.

[removed: Once we decide to resume in-person conferences, if] [added: If] we cannot secure desirable dates and suitable venues for our conferences the profitability for these conferences will suffer, and our financial [removed: condition] [added: position] and results of operations may be adversely affected.

In addition, because our conferences are scheduled in advance and held at specific locations, the success of these activities can be affected by circumstances outside of our [removed: control in addition to the COVID-19 pandemic,] [added: control,] such as the occurrence of or concerns related to [added: communicable diseases (such as COVID-19),] labor strikes, transportation shutdowns and travel restrictions, economic slowdowns, reductions in government spending, geopolitical crises, terrorist attacks, war, weather, natural disasters, [removed: communicable diseases,] and other occurrences impacting the global, regional, or national economies, the occurrence of any of which could negatively impact the success of the conference or meeting.

*Our Consulting business depends on non-recurring engagements and our failure to secure new* *engagements could lead to a decrease in our revenues.* Consulting segment revenues constituted approximately 9% of total revenues from our on-going operations in both [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Our employee hiring and retention also depend on our [added: brand and reputation as well as our] ability to build and maintain a diverse and inclusive workplace culture that enables our employees to thrive.

The laws [added: and enforcement mechanisms] of certain countries, particularly in emerging markets, do not protect our proprietary rights to the same extent as the laws of the United States.

Our employees are subject to restrictive covenant agreements (which include [removed: restrictions on] [added: provisions related to] employees’ ability to compete and solicit customers and employees) and assignment of invention agreements, to the extent permitted under applicable law.

*We are exposed to risks related to cybersecurity.* A significant portion of our business is conducted over the internet and we rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information relating to our business operations and confidential and sensitive information about [removed: its] [added: our] customers and employees in our computer systems and networks, and in those of our third-party vendors.

As a result of [removed: the COVID-19 pandemic,] [added: transitioning to a virtual-first hybrid, remote-work environment,] most of our employees are working remotely, which magnifies the [added: importance of the integrity of our remote access security measures.]

Additionally, the security compliance landscape continues to evolve, requiring us to stay apprised of changes in cybersecurity laws, regulations, and security requirements required by our clients, such as the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act [removed: (CCPA),] [added: (CCPA) and California Privacy Rights Act (CPRA),] the Brazilian General Data Protection Law (LGPD), the Chinese Cybersecurity, Data Security and Personal Information Protection laws (and other new and proposed data protection laws), International Organization for Standardization (ISO), and National Institute of Standards and Technology (NIST).

The risks involved in each acquisition or investment include the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our current stockholders should we issue stock in the acquisition, decreased working capital, increased indebtedness, the assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired company, the inability to integrate the business of the acquired company, increase revenue or fully realize anticipated synergies, [removed: the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business.]

Through our real estate consolidations and other related activities, we [removed: have tried] [added: seek] to secure quality [removed: sub-tenants] [added: subtenants] with appropriate [removed: sub-lease] [added: sublease] terms.

However, if [added: we fail to secure quality subtenants, or] subtenants default on their sublease obligations with us or otherwise terminate their subleases with us, we may experience a loss of planned sublease rental income, which could result in a material charge against our operating results.

Additionally, the long-term impact of [added: responses to] COVID-19 on leased office space availability and rental costs of leased office space is not yet known.

We had planned in-person conferences for 2021, but cancelled those conferences due to the ongoing pandemic.

We re-launched in-person destination conferences during the second quarter of 2022 and expect to focus on in-person destination conferences in future periods as conditions permit.

Although we have returned to offering some in-person conferences, our Conferences revenues may continue to be negatively impacted if in-person conferences are not permitted to be held in the jurisdictions of the conference venues, if client policies prohibit or restrict business travel or if there are public health concerns for attendees, exhibitors or our employees.

We received an additional $3.1 million related to 2020 event cancellation insurance claims in February 2023.

In 2022, Gartner also commenced litigation against the insurance broker who negotiated and procured our event cancellation insurance.

It is difficult to predict how long it will take to resolve these lawsuits and the resolution could affect our financial results.

Moreover, increasing wage inflation may affect our profit margin as we strive to provide compensation packages that are competitive.

the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business.

The outstanding debt may limit the

global growth is projected to decelerate sharply in 2023, to its third weakest pace in nearly three decades, overshadowed only by the 2009 and 2020 global recessions.

According to the World Bank, this reflects policy tightening aimed at containing very high inflation, worsening financial conditions, and continued disruptions from Russia’s invasion of Ukraine.

The report also notes that further negative shocks – such as higher inflation, even tighter policy, financial stress, deeper weakness in major economies, or rising geopolitical tensions – could push the global economy into recession.

The World Bank predicts that global growth is expected to decelerate sharply to 1.7% in 2023 and increase modestly to 2.7% in 2024.

*Failure to achieve ESG commitments or meet stakeholder expectations in ESG could harm our reputation*.

We have committed to achieve net-zero greenhouse gas emissions by 2035 in accordance with the SBTi's Net-Zero Standard.

Our ability to achieve this and other ESG goals is subject to numerous risks outside of our control.

Our failure to achieve them or continue practices that meet evolving stakeholder expectations in ESG could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.

Since that time, we have cooperated fully with their review, and we are working toward a resolution.

We have implemented GDPR, CCPA, CPRA and LGPD compliance programs, as well as policies and processes to comply with the applicable Chinese data protection laws.

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.

Risks in this section are grouped in the*

Risks Related to the Coronavirus (COVID-19) Pandemic

*The COVID-19 pandemic has had a material adverse impact on our operations and financial performance, specifically our Conferences segment, as well as on the operations and financial performance of many of our customers, and the duration and extent to which the COVID-19 pandemic will continue to affect our operations, financial performance, results of operations, achievement of strategic objectives, and/or stock price remains uncertain.* The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected, and may continue to adversely affect, our operations, financial performance and demand for our products and services.

It has also adversely affected the operations and financial performance of many of our clients.

Additionally, the COVID-19 pandemic has resulted in, and may continue to result in, a substantial curtailment of business activities (including the decrease in demand for a broad variety of products and services both regionally and globally), weakened economic conditions, significant economic uncertainty and volatility in the financial markets.

Finally, new variants of COVID-19 continue to emerge, including the Delta variant and more recently, the Omicron variant, which has caused and may continue to cause significant uncertainty.

The future impact of the Delta and Omicron variants, or other variants that may emerge, cannot be predicted at this time, and may be affected by numerous factors, including vaccination rates and availability in the U.S. and globally, the effectiveness of current vaccines against the variants and responses by various governments, such as lockdowns and other restrictive measures.

The COVID-19 pandemic has subjected our operations and financial performance to a number of risks that may have (or may continue to have) a material adverse impact on our operations and financial condition, including, but not limited to those discussed below:

- We have had to temporarily close Gartner offices (including our corporate headquarters) in the United States, United Kingdom, India, and several other impacted locations around the world and implemented significant travel restrictions.

Though many of our employees continue to work remotely, these changes impact the normal operation of our business.

Although we have reopened most offices and have plans to reopen substantially all remaining offices in early 2022, health and safety permitting, reopening is subject to many factors outside of our control.

As a result, we cannot predict for certain when or how we will begin to lift the actions put in place as part of our business continuity plans, including work from home protocols and travel restrictions.

We began holding virtual conferences during the second half of 2020.

We held 39 virtual conferences during 2021 and expect to continue to deliver conferences virtually during 2022.

Future in-person conferences will be held only if we determine the relevant impacts of COVID-19 have sufficiently receded in the jurisdictions where our conferences are to be held.

Additionally, our Conferences business strategy may evolve over time.

- Our management is focused on mitigating the effects of COVID-19 on our business, which has required and will continue to require, a substantial investment of time and may delay other value-added services.

In addition, complying with various customer or government vaccine, masking and/or testing requirements may result in increased competition for skilled talent, adversely impact our ability to deliver services to our customers and adversely impact our operational results or financial performance.

The effect of COVID-19 on our subscription-based model may not be fully reflected in our results of operations until future periods.

Further, the duration and extent of the impact from the COVID-19 pandemic and its impact on our operations and financial performance depend on future developments that cannot currently be accurately predicted, such as:

- the severity and transmission rate of the virus and variants;

- the extent and effectiveness of containment actions;

- the timing of the development and distribution of effective vaccines globally and/or treatments and their acceptance by the general public;

- the health and well-being of our workforce;

- the extent and duration of the effect on client spending and the impact of these and other factors on our employees, customers, partners and vendors;

- the impact on our liquidity;

- increased volatility and pricing in the capital markets;

- the effect of the pandemic on the credit-worthiness of our customers;

- global economic conditions and levels of economic growth; and

- the pace of recovery when the COVID-19 pandemic subsides.

The occurrence or continuation of any of the foregoing could have a material adverse effect on our operations or financial performance.

The impact of COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, may also precipitate or exacerbate other risks discussed in Item 1A.

Risk Factors in this Annual Report on Form 10-K, any of which could have a material effect on us.

This situation is changing rapidly and additional effects may arise that we are not presently aware of or that we currently do not consider to present significant risks to our operations.

If we are not able to respond to and manage the impact of such events effectively, our business and financial condition will be negatively impacted.

our competitors operate.

As a result of the COVID-19 pandemic, we cancelled in-person conferences scheduled for 2020 beginning in late February/early March 2020 with the remainder being cancelled after the World Health Organization’s declaration of the COVID-19 pandemic later in March 2020.

These virtual conferences are expected to result in significantly less revenue and gross contribution, but we believe aid in client retention and engagement.

We expect our Conferences revenues will continue to be negatively impacted until in-person conferences can be held.

Moreover, our clients that typically attend these conferences may have pandemic-related travel restrictions in place that could affect attendance once these conferences resume.

This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed discussion comparing [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] refer to those headings under Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2020.][added: 2021.]

Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: [removed: uncertainty of] the [removed: magnitude, duration, geographic reach and] impact [removed: on the global economy] of [added: general economic conditions, including inflation (and related monetary policy by governments in response to inflation), on economic activity and our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and] the [removed: COVID-19 pandemic;] [added: effect on] the [removed: current,] [added: credit markets] and [removed: uncertain future,] [added: access to capital; the] impact of [added: global economic and geopolitical conditions, including inflation, recession and] the COVID-19 [removed: pandemic and governments’ responses] [added: pandemic; our ability] to [removed: it on] [added: carry out] our [removed: business, growth, reputation, projections, prospects, financial condition, operations, cash flows,] [added: strategic initiatives] and [removed: liquidity; the adequacy or effectiveness of steps we take to respond to the crisis;] [added: manage associated costs;] our ability to recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth [removed: quarter, as well as the timing of our return to in-person conferences and meetings and willingness of participants to attend;] [added: quarter;] our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are [removed: dependent;] [added: dependent, especially in light of increasing labor competition;] our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to [removed: carry out our strategic initiatives and manage associated costs; our ability to] successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; additional risks associated with international operations, including foreign currency fluctuations; the [removed: U.K.’s exit from the European Union and its] impact on our [removed: results;] [added: business resulting from changes in international conditions, including those resulting from] the [added: war in Ukraine and current and future sanctions imposed by governments or other authorities; the] impact of restructuring and other charges on our businesses and operations; cybersecurity incidents; [removed: general economic conditions; changes in macroeconomic and market conditions and market volatility (including developments and volatility arising from the COVID-19 pandemic), including interest rates and the effect on the credit markets and access to capital;] risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; [added: our ability to meet ESG commitments;] the impact of changes in tax policy [added: (including the recently enacted Inflation Reduction Act of 2022)] and heightened scrutiny from various taxing authorities globally; [removed: uncertainty from the expected discontinuance of LIBOR and transition to any other interest rate benchmark;] changes to laws and regulations; and other risks and uncertainties.

Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking [removed: statements, and are currently, or in the future could be, amplified by the COVID-19 pandemic.][added: statements.]

We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately [removed: 100] [added: 90] countries and territories — across all major functions, in every industry and enterprise size.

[removed: This evaluation resulted in] [added: During 2022, we incurred charges associated with] the impairment of right-of-use assets and other long-lived assets, [removed: net of a reduction in lease liabilities, of $49.5 million] related to certain office locations we no longer intend to [removed: use.][added: use, of $54.0 million, compared to $49.5 million in 2021.]

We held [removed: 39] [added: 25 in-person destination conferences and 16] virtual conferences during the year ended December 31, [removed: 2021 and expect to continue to deliver conferences virtually during] 2022.

| Research | | | | | | [removed: Total contract] [added: Contract] value represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. [removed: Total contract] [added: Contract] value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our [removed: total] contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders. | | |

| | | | | | | Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the [removed: total] contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer. | | |

| Consulting | | | | | | Consulting backlog represents future revenue to be derived from in-process consulting and [removed: measurement] [added: benchmark analytics] engagements. | | |

The fundamentals of our strategy include a focus on creating [removed: actionable, objective insight] [added: actionable insights] for executive leaders and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of [removed: $4.7] [added: $5.5] billion in [removed: 2021,] [added: 2022,] an increase of [removed: 15%] [added: 16%] compared to [removed: 2020] [added: 2021] on a reported basis and [removed: 14%] [added: 20%] excluding the foreign currency impact.

Net income increased to [removed: $793.6] [added: $807.8] million in [removed: 2021] [added: 2022] from [removed: $266.7] [added: $793.6] million in [removed: 2020 and, as a result,] [added: 2021 and] diluted earnings per share was [removed: $9.21] [added: $9.96] in [removed: 2021] [added: 2022] compared to [removed: $2.96] [added: $9.21] in [removed: 2020.][added: 2021.]

Research revenues increased to [removed: $4.1] [added: $4.6] billion in [removed: 2021,] [added: 2022,] an increase of [removed: 14%] [added: 12%] compared to [removed: 2020] [added: 2021] on a reported basis and [removed: 12.0%] [added: 16%] excluding the foreign currency impact.

The Research gross contribution margin was 74% [removed: and 72%] in [removed: 2021] [added: both 2022] and [removed: 2020, respectively.][added: 2021.]

[removed: Total contract] [added: Contract] value was [removed: $4.2] [added: $4.7] billion at December 31, [removed: 2021,] [added: 2022,] an increase of [removed: 16%] [added: 12%] compared to December 31, [removed: 2020] [added: 2021] on a foreign currency neutral basis.

Conferences revenues increased to [removed: $214.4] [added: $389.3] million in [removed: 2021,] [added: 2022,] an increase of [removed: 78%] [added: 82%] compared to [removed: 2020 both] [added: 2021] on a reported basis and [added: 90%] excluding the foreign currency impact.

The Conferences gross contribution margin was [removed: 62%] [added: 54%] and [removed: 48%] [added: 62%] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

We held [removed: 39] [added: 25 in-person and 16] virtual conferences in [removed: 2021, and 5 in-person] [added: 2022,] and [removed: 15] [added: 39] virtual conferences in [removed: 2020.][added: 2021.]

Consulting revenues increased to [removed: $418.1] [added: $481.8] million in [removed: 2021,] [added: 2022,] an increase of [removed: 11%] [added: 15%] compared to [removed: 2020] [added: 2021] on a reported basis and [removed: 9%] [added: 22%] excluding the foreign currency impact.

The Consulting gross contribution margin was [removed: 38%] [added: 39%] and [removed: 31%] [added: 38%] in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Backlog was [removed: $116.7] [added: $139.7] million at December 31, [removed: 2021.][added: 2022.]

Cash provided by operating activities was [removed: $1.3] [added: $1.1] billion and [removed: $903.3 million] [added: $1.3 billion] during [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $756.5] [added: $698.0] million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility.

During [removed: 2021,] [added: 2022,] we repurchased [removed: 7.3] [added: 3.8] million shares of the Company’s common stock for an aggregate purchase price of approximately [removed: $1.7] [added: $1.0] billion.

| | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | Year Ended December 31, [removed: 2020] [added: 2021] | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |

| Cost of services and product development | | | | | | [removed: 1,444,093] [added: 1,693,771] | | | | | | [removed: 1,345,024] [added: 1,444,093] | | | | | | [removed: 99,069] [added: 249,678] | | | | | | [removed: 7] [added: 17] | | |

| Selling, general and administrative | | | | | | [removed: 2,155,658] [added: 2,480,944] | | | | | | [removed: 2,038,963] [added: 2,155,658] | | | | | | [removed: 116,695] [added: 325,286] | | | | | | [removed: 6] [added: 15] | | |

| Depreciation | | | | | | [removed: 102,802] [added: 93,410] | | | | | | [removed: 93,925] [added: 102,802] | | | | | | [removed: 8,877] [added: (9,392)] | | | | | | [removed: 9] [added: (9)] | | |

| Amortization of intangibles | | | | | | [removed: 109,603] [added: 98,536] | | | | | | [removed: 125,059] [added: 109,603] | | | | | | [removed: (15,456)] [added: (11,067)] | | | | | | [removed: (12)] [added: (10)] | | |

| Acquisition and integration charges | | | | | | [removed: 6,055] [added: 9,079] | | | | | | [removed: 6,282] [added: 6,055] | | | | | | [removed: (227)] [added: 3,024] | | | | | | [removed: (4)] [added: 50] | | |

| Interest expense, net | | | | | | [removed: (116,620)] [added: (121,323)] | | | | | | [removed: (113,549)] [added: (116,620)] | | | | | | [removed: 3,071] [added: 4,703] | | | | | | [removed: 3] [added: 4] | | |

| Gain on event cancellation insurance claims | | | | | | [removed: 152,310] [added: —] | | | | | | [removed: —] [added: 152,310] | | | | | | [removed: 152,310] [added: (152,310)] | | | | | | nm | | |

| Less: Provision for income taxes | | | | | | [removed: 176,310] [added: 219,396] | | | | | | [removed: 59,388] [added: 176,310] | | | | | | [removed: 116,922] [added: 43,086] | | | | | | [removed: 197] [added: 24] | | |

Total revenues for [removed: 2021] [added: 2022] were [removed: $4.7] [added: $5.5] billion, an increase of [removed: $634.6] [added: $741.9] million compared to [removed: 2020,] [added: 2021,] or [removed: 15%] [added: 16%] on a reported basis and [removed: 14%] [added: 20%] excluding the foreign currency impact.

| Primary Geographic Market | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | Year Ended December 31, [removed: 2020] [added: 2021] | | | | | | [removed: Increase (Decrease)] [added: Increase] | | | | | | Percentage [removed: Increase (Decrease)] [added: Increase] | | | | | |

| United States and Canada | | | | | | $ | [removed: 3,048,902] [added: 3,619,382] | | | | | $ | [removed: 2,637,824] [added: 3,048,902] | | | | | $ | [removed: 411,078] [added: 570,480] | | | | | [removed: 16] [added: 19] | | % | | | |

| Europe, Middle East and Africa | | | | | | [removed: 1,130,979] [added: 1,234,659] | | | | | | [removed: 966,273] [added: 1,130,979] | | | | | | [removed: 164,706] [added: 103,680] | | | | | | [removed: 17] [added: 9] | | | | | |

| Other International | | | | | | [removed: 554,081] [added: 621,805] | | | | | | [removed: 495,306] [added: 554,081] | | | | | | [removed: 58,775] [added: 67,724] | | | | | | 12 | | | | | |

| Segment | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | Year Ended December 31, [removed: 2020] [added: 2021] | | | | | | [removed: Increase (Decrease)] [added: Increase] | | | | | | Percentage [removed: Increase (Decrease)] [added: Increase] | | | | | |

Cost of services and product development was [removed: $1.4] [added: $1.7] billion in [removed: 2021,] [added: 2022,] an increase of [removed: $99.1] [added: $249.7] million compared to [removed: 2020,] [added: 2021,] or [removed: 7%] [added: 17%] on a reported basis and [removed: 6%] [added: 21%] excluding the foreign currency impact.

Recent Events

The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty.

In March 2022, we began winding down our business in Russia.

Russia has not composed a material portion of our consolidated revenues, net income, net assets or workforce.

We do not have a business in Ukraine.

Other impacts due to this evolving situation are currently unknown and could subject our business to materially adverse consequences should the situation escalate or cause an expansion of economic disruption beyond its current scope to the rest of Europe, where a material portion of our business is carried out.

A prolonged disruption may adversely affect our business operations, financial performance and results of operations.

Inflation rates, particularly in North America and Europe, have increased significantly in the past year.

Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy.

However, if our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods.

Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.

On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States.

The statute includes a 15% corporate alternative minimum tax on U.S. corporations with adjusted financial statement income in excess of $1.0 billion which is effective for taxable years beginning after December 31, 2022.

The statute also includes a 1% excise tax on publicly traded U.S. corporations for the value of any of its stock that is repurchased by the corporation, excluding certain excepted repurchases.

We do not expect it will have a material impact on our future U.S. tax expense, cash taxes and effective tax rate.

We also do not expect it to have a material impact on the amount of potential future share repurchases.

In November 2022, we entered into a definitive agreement to sell our 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 our Research segment.

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

| Total revenues | | | | | | $ | 5,475,846 | | | | | $ | 4,733,962 | | | | | $ | 741,884 | | | | | 16 | | % |

| Operating income | | | | | | 1,100,106 | | | | | | 915,751 | | | | | | 184,355 | | | | | | 20 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income, net | | | | | | 48,412 | | | | | | 18,429 | | | | | | 29,983 | | | | | | 163 | | |

| Net income | | | | | | $ | 807,799 | | | | | $ | 793,560 | | | | | $ | 14,239 | | | | | 2 | | % |

| Total revenues | | | | | | $ | 5,475,846 | | | | | $ | 4,733,962 | | | | | $ | 741,884 | | | | | 16 | | % | | | |

| Research | | | | | | $ | 4,604,791 | | | | | $ | 4,101,392 | | | | | $ | 503,399 | | | | | 12 | | % | | | |

| Conferences | | | | | | 389,273 | | | | | | 214,449 | | | | | | 174,824 | | | | | | 82 | | | | | |

| Consulting | | | | | | 481,782 | | | | | | 418,121 | | | | | | 63,661 | | | | | | 15 | | | | | |

| Total revenues | | | | | | $ | 5,475,846 | | | | | $ | 4,733,962 | | | | | $ | 741,884 | | | | | 16 | | % | | | |

The increase in Cost of services and product development was primarily due to: (i) increased compensation costs as a result of higher headcount, (ii) increased conference related expenses, due to the return to in-person destination conferences and (iii) increased research program expenses.

The increase in SG&A during the year ended December 31, 2022, as compared to the prior fiscal year, was primarily due to higher personnel costs in the current year, including higher salary expense due to increased headcount, as well as higher commission expense, following strong contract value growth in 2021, which is amortized as the related revenue is recognized.

These increases were partially offset by a reduction in facilities expense, related to a reduction of our real estate footprint.

The year ended December 31, 2021 also included expenses related to cancelled conferences.

Depreciation decreased by 9% during 2022 compared to 2021.

The decrease for the year ended December 31, 2022 was primarily due to a reduction in leasehold improvements depreciation as a result of the impairment losses recorded in the fourth quarter of 2021 and the year ended December 31, 2022.

Acquisition and integration charges increased by $3.0 million during the year ended December 31, 2022, compared to the same period in 2021.

The increase is primarily due to expenses related to the pending divestiture of our TalentNeuron business.

The increase in operating income was due to increased revenue, partially offset by an increase in cost of services and product development and selling, general and administrative expenses.

COVID-19 Impact

As a result of the COVID-19 pandemic, we temporarily closed Gartner offices around the world and implemented significant travel restrictions.

Although we have reopened most offices and have plans to reopen substantially all remaining offices in early 2022, health and safety permitting, reopening is subject to many factors outside of our control.

The vast majority of our employees transitioned to working from home.

In early 2022, we began to operate under a hybrid virtual-first working environment, meaning that most of our employees will have the option to work remotely at least some of the time, for the foreseeable future.

As a result, in the fourth quarter of 2021 we evaluated our real estate footprint globally, and determined that certain of our leased locations are no longer necessary for our operations.

As of the date of this filing, we do not believe our work from home protocol has affected our internal controls over financial reporting.

Of the three business segments in which we operate, Research and Consulting have returned to growth levels that were in line with our growth prior to the pandemic.

However, Conferences continues to be negatively impacted.

We cancelled in-person conferences scheduled for 2020 beginning in late February/early March 2020 with the remainder being cancelled after the World Health Organization’s declaration of the COVID-19 pandemic later in March 2020.

We began holding virtual conferences during the second half of 2020.

These virtual conferences have resulted in significantly less revenue and gross contribution than in-person conferences, but we believe they aid in client retention and engagement.

We are operationally planning to re-launch in-person destination conferences when conditions permit.

For cancelled conferences, our event cancellation insurance enables us to receive an amount up to expected revenues, plus incurred expenses minus saved expense.

Our event cancellation insurance provides up to $170 million in coverage for 2020 with the right to reinstate that amount one time if those limits are utilized.

The insurer has contested our right to reinstate limits.

Gartner also has event cancellation insurance for 2021, covering events that were planned for 2021 but cancelled, of up to $150 million with the right to reinstate up to that amount one time if the initial limits are inadequate.

The insurer has contested all coverage for events planned for 2021 but cancelled due to COVID-19.

We are in litigation with the insurer on these issues.

In 2021, we received $166.9 million of proceeds related to 2020 insurance claims, and recorded a gain of $152.3 million.

The timing of receiving the remaining proceeds from 2020 and 2021 insurance claims is uncertain so we will not record any insurance claims in excess of expenses incurred related to the remaining claims until the receipt of the insurance proceeds is deemed to be realizable.

Our insurance coverage for 2022 (and likely beyond) excludes cancellation due to communicable diseases.

In response to the pandemic’s impacts to our business, we implemented cost avoidance initiatives in the first half of 2020 including significant limitations on hiring and third-party spending, reductions to discretionary spending and elimination of non-essential travel and re-prioritization of capital expenditures.

We began to restore certain investments in the business during the second half of 2020 and accelerated these investments in 2021.

We expect these investments to increase in future periods, which may have a negative impact on operating margins.

We have executed a strategy since 2005 to drive revenue and earnings growth.

| Total revenues | | | | | | $ | 4,733,962 | | | | | $ | 4,099,403 | | | | | $ | 634,559 | | | | | 15 | | % |

| Operating income | | | | | | 915,751 | | | | | | 490,150 | | | | | | 425,601 | | | | | | 87 | | |

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

| Other income (expense), net | | | | | | 18,429 | | | | | | (5,654) | | | | | | 24,083 | | | | | | \>(100) | | |

| Net income | | | | | | $ | 793,560 | | | | | $ | 266,745 | | | | | $ | 526,815 | | | | | 197 | | % |

| Total revenues | | | | | | $ | 4,733,962 | | | | | $ | 4,099,403 | | | | | $ | 634,559 | | | | | 15 | | % | | | |

| Research | | | | | | $ | 4,101,392 | | | | | $ | 3,602,892 | | | | | $ | 498,500 | | | | | 14 | | % | | | |

| Conferences | | | | | | 214,449 | | | | | | 120,140 | | | | | | 94,309 | | | | | | 78 | | | | | |

| Consulting | | | | | | 418,121 | | | | | | 376,371 | | | | | | 41,750 | | | | | | 11 | | | | | |

The increase was primarily due to increased compensation costs, conference expenses and program expenses, partially offset by reduced travel and entertainment costs.

The increase in SG&A during the year ended December 31, 2021, as compared to the prior fiscal year, was primarily due to charges associated with the impairment of right-of-use assets and other long-lived assets, net of a reduction in lease liabilities, of $49.5 million related to certain office locations we no longer intend to use.

Additionally, conference-related expenses increased due to expenses on cancelled conferences.

SG&A expense also increased due to higher personnel costs in the current year, partially offset by reduced severance costs.

Depreciation increased by 9% during 2021 compared to 2020.

As of December 31, [removed: 2021,] [added: 2022,] the Company had $2.5 billion in total debt principal outstanding.

Approximately [removed: $0.3 billion] [added: $282.0 million] of the Company’s total debt outstanding as of December 31, [removed: 2021] [added: 2022] was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates.

However, we reduce our overall exposure to interest rate increases through our interest rate swap [removed: contracts,] [added: contract,] which effectively convert the floating base interest rates on all of our variable rate borrowings to fixed rates.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $756.5] [added: $698.0] million of cash and cash equivalents, with a substantial portion denominated in foreign currencies.

If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, [removed: 2021] [added: 2022] could have increased or decreased by approximately [removed: $45.0] [added: $42.9] million.

Our outstanding foreign currency forward exchange contracts as of December 31, [removed: 2021] [added: 2022] had an immaterial net unrealized [removed: loss.][added: gain.]

We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately [removed: 100] [added: 90] countries and territories— across all major functions, in every industry and enterprise size.

All references to [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] herein refer to the fiscal year unless otherwise indicated.

- RESEARCH. Gartner delivers independent, objective advice to leaders across an enterprise through subscription services that include on-demand access to published research content, data and benchmarks, and direct access to a network of approximately [removed: 2,200] [added: 2,500] research experts located around the globe.

Within the Research segment, Global Technology Sales (“GTS”) sells products and services to users and providers of technology, while Global Business Sales (“GBS”) sells products and services to all other functional leaders, such as human resources, supply chain, [removed: marketing,] [added: finance,] and [removed: finance.][added: marketing.]

We publish tens of thousands of pages of original research annually, and our research experts had more than [removed: 495,000] [added: 460,000] direct client interactions in [removed: 2021.][added: 2022.]

We typically have a minimum contract period of twelve months for our research and advisory subscription contracts and, at December 31, [removed: 2021, a significant portion] [added: 2022, over 70%] of our contracts were multi-year.

- CONFERENCES. Gartner conferences are designed for [removed: IT] [added: information technology (“IT”)] and business executives as well as decision makers looking to adapt and evolve their organizations through disruption and uncertainty, navigate risks and prioritize investments.

Our conferences also provide attendees with an opportunity to interact with [added: IT and] business executives from the world’s leading companies.

In addition to role-specific summits and workshop-style seminars, Gartner hosts the Gartner Symposium/Xpo series, including its unique, flagship IT Symposium/Xpo®, which is [removed: usually] held at [removed: nine] [added: several] locations worldwide annually.

During [removed: 2021,] [added: 2022,] Gartner successfully held [removed: 39] [added: 25 in-person and 16] virtual conferences with more than [removed: 57,000] [added: 60,000] attendees, including eight Symposiums/Xpos.

In addition, during [removed: 2021] [added: 2022] we hosted [removed: 450+ virtual] [added: 350+] peer networking meetings, and through the Evanta brand we hosted [removed: 550+] [added: 350+] exclusive C-level [removed: virtual meetings.][added: meetings with close to 200 in-person.]

Consulting solutions capitalize on Gartner assets that are invaluable to [removed: information technology (“IT”)] [added: IT] decision-making, including: (1) our extensive research, which ensures that our consulting analyses and advice are based on a deep understanding of the IT environment and the business of IT; (2) our market independence, which keeps our consultants focused on our clients’ success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons and best practices to assess and improve performance.

[added: Our independent operating model and research analysis generates] unbiased insight that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality, independence and objectivity.

- Our global footprint and established customer base - We have a global presence with clients in approximately [removed: 100] [added: 90] countries and territories on six continents.

- Vast network of research experts and consultants - As of December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 2,200] [added: 2,500] research experts and [removed: 760] [added: 880] experienced consultants located around the world.

From attracting diverse talent through our recruitment [removed: process] [added: process,] to cultivating that talent with learning and development opportunities and rewards for strong [removed: performers] [added: performers,] to supporting overall wellness with meaningful benefits and engagement, we strive to put our people first.

At December 31, [removed: 2021,] [added: 2022,] we had approximately [removed: 16,600] [added: 19,500] employees globally, [added: approximately 9,110 of which were outside of the U.S.,] and the overwhelming majority of our employees were full time.

We continually renew this commitment by seeking to optimize our recruitment and professional development processes, create networking and educational opportunities, celebrate heritage and history, [removed: encourage] [added: celebrate] community [removed: service and outreach,] [added: service,] and create safe spaces for all employees.

Our [removed: Diversity, Equity and Inclusion (“DEI”)] [added: DEI] Executive Council, composed of our CEO, Chief Human Resources Officer, CFO, General Counsel, head of [removed: Diversity, Equity and Inclusion,] [added: DEI,] and other selected leaders, drives diversity, equity and inclusion as an imperative at all levels of the organization.

In addition, the DEI Center of [removed: Excellence, which reports directly to our Chief Human Resources Officer, codifies our] [added: Excellence operationalizes] strategy and establishes goals against key metrics to drive greater transparency and accountability.

[removed: In addition, 18%] [added: As] of [removed: our Board] [added: December 31, 2022, approximately 47%] of [removed: Directors] [added: our employees worldwide identified as female] and [removed: approximately 22%] [added: 24%] of employees in the U.S. identified as racially or ethnically diverse.

In [removed: 2021,] [added: 2022,] over [removed: 4,300] [added: 5,300] Gartner associates were members of at least one ERG.

[removed: In 2021, we announced] [added: We operate under] a hybrid virtual-first working arrangement, which provides additional flexibility to employees, enabling most of [removed: them] [added: our employees] to [removed: continue working] [added: work] remotely a substantial portion of the time.

In [removed: 2021,] [added: 2022,] GartnerYou offered [removed: close to 45,000] [added: more than 46,000] learning resources, with [removed: more than 321,000] [added: over 400,000] completions globally.

Since our Sales and Research & Advisory teams make up [removed: of] approximately 50% of total employees worldwide, we also have formal, dedicated programs to help train and onboard new hires as well as more experienced managers and leaders within Sales and Research & Advisory.

Rooted in learning and development best practices, the reimagined program operates in a scalable model that provides new sales hires in their first year with access to as many as [removed: 500] [added: 2,100] well-paced, just-in-time learning assets.

We believe the greatest catalyst to engagement comes from leadership — particularly their efforts to set direction, allocate [added: resources, and build individual and organizational capability.]

Our [removed: Communities][added: Communities and the Environment]

In [removed: 2021,] [added: 2022,] Gartner associates [added: also] logged approximately [removed: 18,800] [added: 24,300] hours supporting over [removed: 420] [added: 580] nonprofit organizations around the world.

We encourage you to review [removed: the “Our Associates” section of] our Corporate Responsibility Report located on our website at *gartner.com*, under the “Corporate Responsibilities” link in the “About” tab for more detailed information regarding our Human Capital programs and initiatives.

Gartner is committed to creating a culture of inclusion - which is critical to the objectivity and independence we provide our clients.

We celebrate diversity of thought and we welcome and encourage diverse perspectives.

We embed Diversity, Equity and Inclusion (“DEI”) concepts into our culture and our critical people processes.

Our DEI efforts are all about building the confidence and conviction in all of our associates – but particularly in our leaders - to do the right things and building a

language of inclusion to foster this.

Currently, 33% of our Board of Directors and 23% of our executive management team identifies as female, and 25% of our Board of Directors identifies as racially or ethnically diverse.

For example, in addition to our popular Embracing Diversity & Being Inclusive training module, which covers the importance of diversity and inclusion at Gartner and the role of unconscious bias, we added a new module this year called Equity vs. Equality, which focuses on fostering a more equitable workplace.

In 2022, we expanded the program, and more than 3,100 sales associates participated.

While we experienced a decrease in associate turnover in 2022, our average employee tenure decreased from 5.1 years in 2021 to 4.5 years in 2022, primarily due to increased new hires in 2022.

Gartner facilitates a charity match program.

In 2022, over 19% of associates made matched donations to more than 3,600 nonprofits, amounting to over $7.1 million donated by Gartner and its associates.

Finally, in 2022, we announced our commitment to achieve net-zero greenhouse gas emissions by 2035 in accordance with Science Based Target initiative’s (SBTi) Net-Zero Standard.

Prior to the COVID-19 pandemic, Gartner attracted more than 85,000 business and technology professionals to its 70+ destination conferences worldwide in 2019.

We also hosted 700+ live meetings each year for peer collaboration and networking, and 240+ exclusive C-level meetings through the Evanta brand.

In response to the COVID-19 pandemic, we pivoted to producing virtual conferences with a focus on maximizing the value we deliver for our clients.

Our independent operating model and research analysis generates

We foster an environment of professional development to help our employees reach their full potential through a culture of continuous improvement.

This includes embracing diversity and actively removing barriers to support inclusion, engagement and growth at Gartner.

As of December 31, 2021, approximately 46% of our employees worldwide and 36% of our Board of Directors identified as female.

We focus on the role of unconscious bias and endeavor to build tools that help make various business processes more inclusive and accommodate a more diverse perspective.

For example, our popular Embracing Diversity & Being Inclusive module has enrolled more than 5,600 associates since its inception.

In response to the COVID-19 pandemic, we implemented significant changes to protect the health and safety of our employees, clients and the communities in which we operate.

This included the temporary closure of our offices in the United States, United Kingdom, India, and several other impacted locations around the world, as well as the cancellation of certain in-person conferences.

We have now reopened a majority of our offices (including our corporate headquarters) and are planning to reopen the remaining offices in early 2022, with safety guidelines to protect employee health.

More than 1,200 sales associates went through this program in 2021.

resources, and build individual and organizational capability.

Although, like many companies, we experienced an uptick in associate turnover in 2021, the average employee tenure decreased only slightly from 5.2 years in 2020 to 5.1 years in 2021.

Moreover, average employee tenure increased year over year for our sales team.

In addition to providing the flexibility for associates to spend time volunteering, we facilitate and support on- and off-site volunteer projects for teams, and encourage non-profit board

service, skills-based volunteerism and in-house drives.

| | | | For the fiscal year ended December 31, [removed: 2021] [added: 2022] | | |

Registrant’s telephone number, including area code: (203) [removed: 316-1111][added: 964-0096]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $19.7] [added: $18.6] billion, based on the closing price as reported on the New York Stock Exchange.

As of February [removed: 17, 2022,] [added: 3, 2023,] there were [removed: 82,287,402] [added: 79,060,595] shares of the registrant’s common stock outstanding.

The definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June [removed: 2, 2022] [added: 1, 2023] (the [removed: “2022] [added: “2023] Proxy Statement”) is incorporated by reference into Part III to the extent described therein.

[removed: 2021] [added: 2022] ANNUAL REPORT ON FORM 10-K

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| [ITEM [removed: 5.](#i972fcd7ae2b44c3e88a9212412072047_34)] [added: 5.](#i5b3ac104a9a94372a3749d51debdf809_34)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i972fcd7ae2b44c3e88a9212412072047_34)] [added: SECURITIES](#i5b3ac104a9a94372a3749d51debdf809_34)] | | | [removed: [18](#i972fcd7ae2b44c3e88a9212412072047_34)] [added: [18](#i5b3ac104a9a94372a3749d51debdf809_34)] | | |

| [ITEM [removed: 6.](#i972fcd7ae2b44c3e88a9212412072047_37)] [added: 6.](#i5b3ac104a9a94372a3749d51debdf809_40)] | | | [removed: [\[RESERVED\]](#i972fcd7ae2b44c3e88a9212412072047_1839)] [added: [\[RESERVED\]](#i5b3ac104a9a94372a3749d51debdf809_37)] | | | [removed: [18](#i972fcd7ae2b44c3e88a9212412072047_1839)] [added: [18](#i5b3ac104a9a94372a3749d51debdf809_37)] | | |

| [ITEM [removed: 7.](#i972fcd7ae2b44c3e88a9212412072047_40)] [added: 7.](#i5b3ac104a9a94372a3749d51debdf809_43)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i972fcd7ae2b44c3e88a9212412072047_40)] [added: OPERATIONS](#i5b3ac104a9a94372a3749d51debdf809_43)] | | | [removed: [18](#i972fcd7ae2b44c3e88a9212412072047_40)] [added: [18](#i5b3ac104a9a94372a3749d51debdf809_43)] | | |

| [ITEM [removed: 7A.](#i972fcd7ae2b44c3e88a9212412072047_76)] [added: 7A.](#i5b3ac104a9a94372a3749d51debdf809_79)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i972fcd7ae2b44c3e88a9212412072047_76)] [added: RISK](#i5b3ac104a9a94372a3749d51debdf809_79)] | | | [removed: [31](#i972fcd7ae2b44c3e88a9212412072047_76)] [added: [30](#i5b3ac104a9a94372a3749d51debdf809_79)] | | |

| [ITEM [removed: 8.](#i972fcd7ae2b44c3e88a9212412072047_79)] [added: 8.](#i5b3ac104a9a94372a3749d51debdf809_82)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i972fcd7ae2b44c3e88a9212412072047_79)] [added: DATA](#i5b3ac104a9a94372a3749d51debdf809_82)] | | | [removed: [31](#i972fcd7ae2b44c3e88a9212412072047_79)] [added: [30](#i5b3ac104a9a94372a3749d51debdf809_82)] | | |

| [ITEM [removed: 9.](#i972fcd7ae2b44c3e88a9212412072047_82)] [added: 9.](#i5b3ac104a9a94372a3749d51debdf809_85)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i972fcd7ae2b44c3e88a9212412072047_82)] [added: DISCLOSURE](#i5b3ac104a9a94372a3749d51debdf809_85)] | | | [removed: [32](#i972fcd7ae2b44c3e88a9212412072047_82)] [added: [30](#i5b3ac104a9a94372a3749d51debdf809_85)] | | |

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| [ITEM [removed: 9B.](#i972fcd7ae2b44c3e88a9212412072047_88)] [added: 9B.](#i5b3ac104a9a94372a3749d51debdf809_91)] | | | [OTHER [removed: INFORMATION](#i972fcd7ae2b44c3e88a9212412072047_88)] [added: INFORMATION](#i5b3ac104a9a94372a3749d51debdf809_91)] | | | [removed: [32](#i972fcd7ae2b44c3e88a9212412072047_88)] [added: [31](#i5b3ac104a9a94372a3749d51debdf809_91)] | | |

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| [PART [removed: III](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: III](#i5b3ac104a9a94372a3749d51debdf809_97)] | | | | | | | | |

| [ITEM [removed: 10.](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: 10.](#i5b3ac104a9a94372a3749d51debdf809_97)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: GOVERNANCE](#i5b3ac104a9a94372a3749d51debdf809_97)] | | | [removed: [33](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: [32](#i5b3ac104a9a94372a3749d51debdf809_97)] | | |

| [ITEM [removed: 11.](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: 11.](#i5b3ac104a9a94372a3749d51debdf809_97)] | | | [EXECUTIVE [removed: COMPENSATION](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: COMPENSATION](#i5b3ac104a9a94372a3749d51debdf809_97)] | | | [removed: [33](#i972fcd7ae2b44c3e88a9212412072047_91)] [added: [32](#i5b3ac104a9a94372a3749d51debdf809_97)] | | |

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| [ITEM [removed: 15.](#i972fcd7ae2b44c3e88a9212412072047_97)] [added: 15.](#i5b3ac104a9a94372a3749d51debdf809_103)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i972fcd7ae2b44c3e88a9212412072047_97)] [added: SCHEDULES](#i5b3ac104a9a94372a3749d51debdf809_103)] | | | [removed: [34](#i972fcd7ae2b44c3e88a9212412072047_97)] [added: [33](#i5b3ac104a9a94372a3749d51debdf809_103)] | | |

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| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i972fcd7ae2b44c3e88a9212412072047_124)] [added: STATEMENTS](#i5b3ac104a9a94372a3749d51debdf809_130)] | | | | | | [removed: [45](#i972fcd7ae2b44c3e88a9212412072047_124)] [added: [44](#i5b3ac104a9a94372a3749d51debdf809_130)] | | |

| [ITEM [removed: 16.](#i972fcd7ae2b44c3e88a9212412072047_190)] [added: 16.](#i5b3ac104a9a94372a3749d51debdf809_199)] | | | [FORM 10-K [removed: SUMMARY](#i972fcd7ae2b44c3e88a9212412072047_190)] [added: SUMMARY](#i5b3ac104a9a94372a3749d51debdf809_199)] | | | [removed: [79](#i972fcd7ae2b44c3e88a9212412072047_190)] [added: [76](#i5b3ac104a9a94372a3749d51debdf809_199)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i5b3ac104a9a94372a3749d51debdf809_10) | | | | | | | | |

| [PART II](#i5b3ac104a9a94372a3749d51debdf809_31) | | | | | | | | |

| [PART IV](#i5b3ac104a9a94372a3749d51debdf809_100) | | | | | | | | |

| [SIGNATURES](#i5b3ac104a9a94372a3749d51debdf809_202) | | | | | | [77](#i5b3ac104a9a94372a3749d51debdf809_202) | | |

| [PART I](#i972fcd7ae2b44c3e88a9212412072047_10) | | | | | | | | |

| [PART II](#i972fcd7ae2b44c3e88a9212412072047_31) | | | | | | | | |

| [PART IV](#i972fcd7ae2b44c3e88a9212412072047_94) | | | | | | | | |

| [SIGNATURES](#i972fcd7ae2b44c3e88a9212412072047_193) | | | | | | [80](#i972fcd7ae2b44c3e88a9212412072047_193) | | |

As of December 31, [removed: 2021,] [added: 2022,] we leased approximately 20 domestic and 65 international office properties for our ongoing business operations.

Our Stamford corporate headquarters is comprised of leased office space in [removed: three] [added: two] buildings located on the same campus.

As of February [removed: 17, 2022,] [added: 3, 2023,] there were [removed: 1,010] [added: 969] holders of record of our common stock.

Our [removed: 2022] [added: 2023] Annual Meeting of Stockholders will be held virtually on June [removed: 2, 2022.][added: 1, 2023.]

The Board authorized incremental share repurchases of up to an additional [removed: $300.0 million, $500.0 million, $800.0 million] [added: $1.6 billion] and [removed: $500.0 million] [added: $1.0 billion] of the Company’s common stock [removed: in February 2021, April 2021, July] [added: during] 2021 and [removed: February] 2022, respectively.

The table below summarizes the repurchases of our common stock during the three months ended December 31, [removed: 2021] [added: 2022] pursuant to our share repurchase program and the settlement of stock-based compensation awards.

(1)The repurchased shares during the three months ended December 31, [removed: 2021] [added: 2022] included purchases for both the settlement of stock-based compensation awards and open market purchases.

On February 2, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $400 million of Gartner's common stock.

| October 1, 2022 to October 31, 2022 | | | | | | 24,587 | | | | | | $ | 279.60 | | | | | 24,196 | | | | | | $ | 606,007 | |

| November 1, 2022 to November 30, 2022 | | | | | | 9,392 | | | | | | 320.65 | | | | | | — | | | | | | 606,007 | | |

| December 1, 2022 to December 31, 2022 | | | | | | 4,189 | | | | | | 344.30 | | | | | | — | | | | | | $ | 606,007 | |

| Total for the quarter (1) | | | | | | 38,168 | | | | | | $ | 296.80 | | | | | 24,196 | | | | | | | | |

| October 1, 2021 to October 31, 2021 | | | | | | 579,246 | | | | | | $ | 311.67 | | | | | 578,486 | | | | | | $ | 595,976 | |

| November 1, 2021 to November 30, 2021 | | | | | | 48,522 | | | | | | 331.00 | | | | | | 15,290 | | | | | | 590,976 | | |

| December 1, 2021 to December 31, 2021 | | | | | | 437 | | | | | | 332.30 | | | | | | — | | | | | | $ | 590,976 | |

| Total for the quarter (1) | | | | | | 628,205 | | | | | | $ | 313.18 | | | | | 593,776 | | | | | | | | |

Our financial statements for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.

Management conducted an evaluation, as of December 31, [removed: 2021,] [added: 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.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, [removed: 2021,] [added: 2022,] Gartner’s internal control over financial reporting was effective.

The effectiveness of management’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K in Part IV, Item 15.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “The Board of Directors,” “Proposal One: Election of Directors,” “Executive Officers,” “Corporate Governance,” “Delinquent Section 16(a) Reports” (if necessary) and “Proxy and Voting Information — Available Information” in the Company’s [removed: 2022] [added: 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,” “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 [removed: 2022] [added: 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 Tables and Narrative Disclosures — Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Company’s [removed: 2022] [added: 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 “Transactions With Related Persons” and “Corporate Governance — Director Independence” in the Company’s [removed: 2022] [added: 2023] Proxy Statement.

The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal [removed: Three:] [added: Five:] Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s [removed: 2022] [added: 2023] Proxy Statement.

| [removed: [4.6*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] [added: [4.6(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm)] | | | | | | Description of Gartner, Inc.’s Common Stock. | | |

| [removed: [10.1(6)+](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)] [added: [10.1(](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)[7](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)[)+](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)] | | | | | | 2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021. | | |

| [removed: [10.2(7)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)] [added: [10.2(](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)[8](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)] | | | | | | Long-Term Incentive Plan, as amended and restated effective January 31, 2019. | | |

| [removed: [10.3(7)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)] [added: [10.3(](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)[8](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)] | | | | | | Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019. | | |

| [removed: [10.5(8)+](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] [added: [10.5(](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)[9](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)] | | | | | | Company Deferred Compensation Plan, effective January 1, 2009. | | |

| [removed: [10.6(7)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/formofsaragreement2019.htm)] [added: [10.8(](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)[10](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)] | | | | | | Form of [removed: 2019] [added: 2020] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.7(7)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/formofpsuagreement2019.htm)] [added: [10.9(](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)[10](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)] | | | | | | Form of [removed: 2019] [added: 2020] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.8(9)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)] [added: [10.10(1](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm)[1](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm)] | | | | | | Form of [removed: 2020] [added: 2021] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.9(9)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)] [added: [10.11(1](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofpsuagreement2021ex10.htm)[1](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofpsuagreement2021ex10.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofpsuagreement2021ex10.htm)] | | | | | | Form of [removed: 2020] [added: 2021] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.10(10)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm)] [added: [10.12(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofsaragreement2022.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.11(10)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofpsuagreement2021ex10.htm)] [added: [10.13(6)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofpsuagreement2022.htm)] | | | | | | Form of [removed: 2021] [added: 2022] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.12+*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofsaragreement2022.htm)] [added: [10.14+*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofsaragreement2023.htm)] | | | | | | Form of [removed: 2022] [added: 2023] Stock Appreciation Right Agreement for executive officers. | | |

| [removed: [10.13+*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/formofpsuagreement2022.htm)] [added: [10.15+*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/formofpsuagreement2023.htm)] | | | | | | Form of [removed: 2022] [added: 2023] Performance Stock Unit Agreement for executive officers. | | |

| [removed: [10.14(11)+](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)[6](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)[(1](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)[2](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000074925118000013/a2016gartner_directorrsuag.htm)] | | | | | | Form of Restricted Stock Unit Agreement for non-employee directors. | | |

| [removed: [10.15(9)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)[7](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)[(](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)[10](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/enhancedexecutiverewar.htm)] | | | | | | Enhanced Executive Rewards Policy. | | |

| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/it-12312021xex211.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/it-12312022xex211.htm)] | | | | | | Subsidiaries of Registrant. | | |

| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/it123121-ex231_kpmg.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/it123122-ex231_kpmg.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm. | | |

| [removed: [24.1*](#i972fcd7ae2b44c3e88a9212412072047_193)] [added: [24.1*](#i5b3ac104a9a94372a3749d51debdf809_202)] | | | | | | Power of Attorney (see Signature Page). | | |

| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/it-12312021xex311.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/it-12312022xex311.htm)] | | | | | | Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/it-12312021xex312.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/it-12312022xex312.htm)] | | | | | | Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: [32*](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/it-12312021xex32.htm)] [added: [32*](https://www.sec.gov/Archives/edgar/data/749251/000074925123000006/it-12312022xex32.htm)] | | | | | | Certification under Section 906 of the Sarbanes-Oxley Act of 2002. | | |

| [removed: (6)] [added: (7)] | | | Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 19, 2021. | | |

| [removed: (7)] [added: (8)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019. | | |

| [removed: (8)] [added: (9)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009. | | |

| [removed: (9)] [added: (10)] | | | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 19, 2020. | | |

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

| [removed: (11)] [added: (12)] | | | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018. | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i972fcd7ae2b44c3e88a9212412072047_103)] [added: Firm](#i5b3ac104a9a94372a3749d51debdf809_109)] (KPMG LLP, New York, NY, Auditor Firm ID: 185) | | | [removed: [37](#i972fcd7ae2b44c3e88a9212412072047_103)] [added: [36](#i5b3ac104a9a94372a3749d51debdf809_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i972fcd7ae2b44c3e88a9212412072047_106)] [added: Firm](#i5b3ac104a9a94372a3749d51debdf809_112)] | | | [removed: [39](#i972fcd7ae2b44c3e88a9212412072047_106)] [added: [38](#i5b3ac104a9a94372a3749d51debdf809_112)] | | |

| [Consolidated Balance Sheets as [removed: of](#i972fcd7ae2b44c3e88a9212412072047_109) [December] [added: of December] 31, [removed: 2021](#i972fcd7ae2b44c3e88a9212412072047_109) [and](#i972fcd7ae2b44c3e88a9212412072047_109) [2020](#i972fcd7ae2b44c3e88a9212412072047_109)] [added: 2022 and 2021](#i5b3ac104a9a94372a3749d51debdf809_115)] | | | [removed: [40](#i972fcd7ae2b44c3e88a9212412072047_109)] [added: [39](#i5b3ac104a9a94372a3749d51debdf809_115)] | | |

| [Consolidated Statements of Operations for the Three-Year Period [removed: Ended](#i972fcd7ae2b44c3e88a9212412072047_112) [December] [added: Ended December] 31, [removed: 2021](#i972fcd7ae2b44c3e88a9212412072047_112)] [added: 2022](#i5b3ac104a9a94372a3749d51debdf809_118)] | | | [removed: [41](#i972fcd7ae2b44c3e88a9212412072047_112)] [added: [40](#i5b3ac104a9a94372a3749d51debdf809_118)] | | |

| [Consolidated Statements of Comprehensive Income for the Three-Year Period [removed: Ended](#i972fcd7ae2b44c3e88a9212412072047_115) [December] [added: Ended December] 31, [removed: 2021](#i972fcd7ae2b44c3e88a9212412072047_115)] [added: 2022](#i5b3ac104a9a94372a3749d51debdf809_121)] | | | [removed: [42](#i972fcd7ae2b44c3e88a9212412072047_115)] [added: [41](#i5b3ac104a9a94372a3749d51debdf809_121)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Three-Year Period Ended December [removed: 31,](#i972fcd7ae2b44c3e88a9212412072047_118) [2021](#i972fcd7ae2b44c3e88a9212412072047_118)] [added: 31, 2022](#i5b3ac104a9a94372a3749d51debdf809_124)] | | | [removed: [43](#i972fcd7ae2b44c3e88a9212412072047_118)] [added: [42](#i5b3ac104a9a94372a3749d51debdf809_124)] | | |

| [Consolidated Statements of Cash Flows for the Three-Year Period Ended December [removed: 31,](#i972fcd7ae2b44c3e88a9212412072047_121) [2021](#i972fcd7ae2b44c3e88a9212412072047_121)] [added: 31, 2022](#i5b3ac104a9a94372a3749d51debdf809_127)] | | | [removed: [44](#i972fcd7ae2b44c3e88a9212412072047_121)] [added: [43](#i5b3ac104a9a94372a3749d51debdf809_127)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i972fcd7ae2b44c3e88a9212412072047_124)] [added: Statements](#i5b3ac104a9a94372a3749d51debdf809_130)] | | | [removed: [45](#i972fcd7ae2b44c3e88a9212412072047_124)] [added: [44](#i5b3ac104a9a94372a3749d51debdf809_130)] | | |

We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. 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, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 23, 2022] [added: 16, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As of December 31, [removed: 2021,] [added: 2022,] the Company has recorded gross unrecognized tax benefits of [removed: $150.0] [added: $137.2] million.

We have audited Gartner, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

| [10.18(13)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000029/ex10_separationagreementxk.htm) | | | | | | Separation Agreement and Release of Claims, dated July 13, 2022, between the Company and Jules Kaufman | | |

| | | | | | | | | |

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

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

February 16, 2023

February 16, 2023

| | | | 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | 697,999 | | | | | $ | 756,493 | |

| Assets held-for-sale | | | 49,036 | | | | | | — | | |

| Liabilities held-for-sale | | | 30,840 | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 807,799 | | | | | | — | | | | | | 807,799 | | |

| Balance at December 31, 2022 | | | $ | 82 | | | | | $ | 2,179,604 | | | | | $ | (101,610) | | | | | $ | 3,856,826 | | | | | $ | (5,707,104) | | | | | $ | 227,798 | |

| Net income | | | $ | 807,799 | | | | | $ | 793,560 | | | | | $ | 266,745 | |

tax planning strategies.

| Other assets | | | | | | 600 | | | | | | — | | | | | | — | | | | | | — | | |

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.

ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024.

In October 2022, the Company acquired 100% of the outstanding capital stock of UpCity, Inc. (“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $6.4 million.

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

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

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.

| 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) | | |

| Balance at December 31, 2022 (1) | | | $ | 2,651,193 | | | | | $ | 183,951 | | | | | $ | 95,067 | | | | | $ | 2,930,211 | |

(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.

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

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

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

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

| Gross cost | | | | | | 1,060,541 | | | | | | 11,200 | | | | | | | | | | | | 10,436 | | | | | | 1,082,177 | | |

| Accumulated amortization (3) | | | | | | (486,260) | | | | | | (5,600) | | | | | | | | | | | | (5,603) | | | | | | (497,463) | | |

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

See Note 2 — Acquisitions and Divestiture for additional information.

| | | | | | |

February 23, 2022

| | | | | | | | | | | | |

| Loss from divested operations | | | — | | | | | | — | | | | | | (2,075) | | |

| Balance at December 31, 2018 | | | $ | 82 | | | | | $ | 1,823,710 | | | | | $ | (39,867) | | | | | $ | 1,755,432 | | | | | $ | (2,688,600) | | | | | $ | 850,757 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 233,290 | | | | | | — | | | | | | 233,290 | | |

| Loss from divested operations | | | — | | | | | | — | | | | | | 2,075 | | |

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

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

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

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

competition and the costs necessary to reproduce certain assets.

*Allowance for losses.* On January 1, 2020, the Company adopted ASU No. 2016-13, *Financial Instruments—Credit Losses.* ASU No. 2016-13 amended the previous financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

Prior to January 1, 2020, the Company recognized the allowance for losses on bad debts in accordance with then-existing U.S. GAAP under FASB ASC Topic 310, *Receivables*.

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 756,493 | | | | | $ | 712,583 | | | | | $ | 280,836 | | | | | $ | 156,368 | |

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

*Simplifying the Accounting for Income Taxes* — In December 2019, the FASB issued ASU No. 2019-12, *Income Taxes—Simplifying the Accounting for Income Taxes* (“ASU No. 2019-12”).

ASU No. 2019-12 provided new guidance to simplify the accounting for income taxes in certain areas, changed the accounting for select income tax transactions and made minor ASC improvements.

Gartner adopted ASU No. 2019-12 on January 1, 2021.

*Accounting standard effective immediately upon voluntary election by Gartner*

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

*Accounting standard effective in 2022*

*Accounting standard effective in 2023*

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

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

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

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

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

The operating results of Pulse have been included in the Company’s consolidated financial statements since the date of acquisition; however, such operating results were not material to the Company’s consolidated operating results and segment results.

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

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

TOPO was a subscription-based research and advisory business.

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

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

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

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

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

| Date: | | | February [removed: 23, 2022] [added: 16, 2023] | | | By: | | | /s/ Eugene A. Hall | | |

| /s/ Eugene A. Hall | | | | | | Director and Chief Executive Officer | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Craig W. Safian | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Peter E. Bisson | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Richard J. Bressler | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Raul E. Cesan | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Karen E. Dykstra | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Diana S. Ferguson | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Anne Sutherland Fuchs | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ William O. Grabe | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Stephen G. Pagliuca | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ Eileen M. Serra | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |

| /s/ James C. Smith | | | | | | Director | | | | | | February [removed: 23, 2022] [added: 16, 2023] | | |