Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

The reports of our independent registered public accounting firm and financial statements listed in the Index to Consolidated Financial Statements herein are filed as part of this report.

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

3. Exhibits

EXHIBIT NUMBER						DESCRIPTION OF DOCUMENT
3.1(1)						Restated Certificate of Incorporation of the Company.
3.2(2)						By-laws of Gartner, Inc. (as amended through April 29, 2021).
4.1(3)						Indenture (including form of Notes), dated as of June 22, 2020, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 4.500% Senior Notes due 2028.
4.2(4)						Indenture (including form of Notes), dated as of September 28, 2020, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $800,000,000 aggregate principal amount of 3.750% Senior Notes due 2030.
4.3(4)						Amended and Restated Credit Agreement, dated as of September 28, 2020, among Gartner, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
4.4(4)						Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among Gartner, Inc. each subsidiary guarantor party thereto and JPMorgan Chase Bank, N.A.
4.5(5)						Indenture (including form of Notes), dated as of June 18, 2021, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $600,000,000 aggregate principal amount of 3.625% Senior Notes due 2029.
4.6(6)+						Description of Gartner, Inc.’s Common Stock.
10.1(7)+						2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021.
10.2(8)+						Long-Term Incentive Plan, as amended and restated effective January 31, 2019.
10.3(8)+						Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019.
10.4(2)+						Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April 29, 2021.
10.5(9)+						Company Deferred Compensation Plan, effective January 1, 2009.
10.8(10)+						Form of 2020 Stock Appreciation Right Agreement for executive officers.
10.9(10)+						Form of 2020 Performance Stock Unit Agreement for executive officers.
10.10(11)+						Form of 2021 Stock Appreciation Right Agreement for executive officers.
10.11(11)+						Form of 2021 Performance Stock Unit Agreement for executive officers.
10.12(6)+						Form of 2022 Stock Appreciation Right Agreement for executive officers.
10.13(6)+						Form of 2022 Performance Stock Unit Agreement for executive officers.
10.14+*						Form of 2023 Stock Appreciation Right Agreement for executive officers.
10.15+*						Form of 2023 Performance Stock Unit Agreement for executive officers.
10.16(12)+						Form of Restricted Stock Unit Agreement for non-employee directors.
10.17(10)+						Enhanced Executive Rewards Policy.

10.18(13)+						Separation Agreement and Release of Claims, dated July 13, 2022, between the Company and Jules Kaufman
21.1*						Subsidiaries of Registrant.
23.1*						Consent of Independent Registered Public Accounting Firm.
24.1*						Power of Attorney (see Signature Page).
31.1*						Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32*						Certification under Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						XBRL Taxonomy Extension Schema Document.
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document.
104*						Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

*			Filed with this document.
+			Management compensation plan or arrangement.
(1)			Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.
(2)			Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.
(3)			Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020.
(4)			Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020.
(5)			Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021.
(6)			Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022.
(7)			Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 19, 2021.
(8)			Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019.
(9)			Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009.
(10)			Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 19, 2020.
(11)			Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 24, 2021.
(12)			Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018.
(13)			Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 2, 2022.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Auditor Firm ID: 185)			36
Report of Independent Registered Public Accounting Firm			38
Consolidated Balance Sheets as of December 31, 2022 and 2021			39
Consolidated Statements of Operations for the Three-Year Period Ended December 31, 2022			40
Consolidated Statements of Comprehensive Income for the Three-Year Period Ended December 31, 2022			41
Consolidated Statements of Stockholders’ Equity for the Three-Year Period Ended December 31, 2022			42
Consolidated Statements of Cash Flows for the Three-Year Period Ended December 31, 2022			43
Notes to Consolidated Financial Statements			44

All financial statement schedules have been omitted because the information required is not applicable or is shown in the Consolidated Financial Statements or notes thereto.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Gartner, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of December 31, 2022 and 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, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 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, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Unrecognized tax benefits

As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position when it believes such position is more likely than not of being sustained if challenged. As of December 31, 2022, the Company has recorded gross unrecognized tax benefits of $137.2 million. Recognized tax positions are measured at the largest amount of benefit with greater than a 50 percent likelihood of being realized. The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.

We identified the assessment of unrecognized tax benefits related to transfer pricing as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process, including transfer pricing. We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in assessing unrecognized tax benefits by:

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

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

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

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

/s/ KPMG LLP

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

New York, New York

February 16, 2023

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Gartner, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Gartner, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 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, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 16, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

New York, New York

February 16, 2023

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

			December 31,
			2022						2021
ASSETS
Current assets:
Cash and cash equivalents			$	697,999					$	756,493
Fees receivable, net of allowances of $9,000 and $6,500, respectively			1,556,786						1,365,180
Deferred commissions			363,079						380,569
Prepaid expenses and other current assets			119,207						117,838
Assets held-for-sale			49,036						—
Total current assets			2,786,107						2,620,080
Property, equipment and leasehold improvements, net			264,581						273,562
Operating lease right-of-use assets			436,592						548,258
Goodwill			2,930,211						2,951,317
Intangible assets, net			584,714						714,418
Other assets			297,531						308,689
Total Assets			$	7,299,736					$	7,416,324
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities			$	1,115,198					$	1,134,814
Deferred revenues			2,443,762						2,238,035
Current portion of long-term debt			7,800						5,931
Liabilities held-for-sale			30,840						—
Total current liabilities			3,597,600						3,378,780
Long-term debt, net of deferred financing fees			2,453,607						2,456,833
Operating lease liabilities			597,267						697,766
Other liabilities			423,464						511,887
Total Liabilities			7,071,938						7,045,266
Stockholders’ Equity:
Preferred stock:
$0.01 par value, authorized 5,000,000 shares; none issued or outstanding			—						—
Common stock:
$0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods			82						82
Additional paid-in capital			2,179,604						2,074,896
Accumulated other comprehensive loss, net			(101,610)						(81,431)
Accumulated earnings			3,856,826						3,049,027
Treasury stock, at cost, 84,428,513 and 81,205,504 common shares, respectively			(5,707,104)						(4,671,516)
Total Stockholders’ Equity			227,798						371,058
Total Liabilities and Stockholders’ Equity			$	7,299,736					$	7,416,324

See Notes to Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

			Year Ended December 31,
			2022						2021						2020
Revenues:
Research			$	4,604,791					$	4,101,392					$	3,602,892
Conferences			389,273						214,449						120,140
Consulting			481,782						418,121						376,371
Total revenues			5,475,846						4,733,962						4,099,403
Costs and expenses:
Cost of services and product development			1,693,771						1,444,093						1,345,024
Selling, general and administrative			2,480,944						2,155,658						2,038,963
Depreciation			93,410						102,802						93,925
Amortization of intangibles			98,536						109,603						125,059
Acquisition and integration charges			9,079						6,055						6,282
Total costs and expenses			4,375,740						3,818,211						3,609,253
Operating income			1,100,106						915,751						490,150
Interest income			4,880						1,893						2,087
Interest expense			(126,203)						(118,513)						(115,636)
Gain on event cancellation insurance claims			—						152,310						—
Loss on extinguishment of debt			—						—						(44,814)
Other income (expense), net			48,412						18,429						(5,654)
Income before income taxes			1,027,195						969,870						326,133
Provision for income taxes			219,396						176,310						59,388
Net income			$	807,799					$	793,560					$	266,745
Net income per share:
Basic			$	10.08					$	9.33					$	2.99
Diluted			$	9.96					$	9.21					$	2.96
Weighted average shares outstanding:
Basic			80,178						85,026						89,315
Diluted			81,067						86,177						90,017

See Notes to Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(IN THOUSANDS)

			Year Ended December 31,
			2022						2021						2020
Net income			$	807,799					$	793,560					$	266,745
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments			(39,679)						(6,621)						10,375
Interest rate swaps - net change in deferred gain or loss			17,075						21,781						(30,940)
Pension plans - net change in deferred actuarial gain or loss			2,425						2,637						(725)
Other comprehensive income (loss), net of tax			(20,179)						17,797						(21,290)
Comprehensive income			$	787,620					$	811,357					$	245,455

See Notes to Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(IN THOUSANDS)

			Common Stock						Additional Paid-In Capital						Accumulated Other Comprehensive Loss, Net						Accumulated Earnings						Treasury Stock						Total Stockholders’ Equity
Balance at December 31, 2019			$	82					$	1,899,273					$	(77,938)					$	1,988,722					$	(2,871,546)					$	938,593
Net income			—						—						—						266,745						—						266,745
Other comprehensive loss			—						—						(21,290)						—						—						(21,290)
Issuances under stock plans			—						7,117						—						—						11,026						18,143
Common share repurchases			—						—						—						—						(174,303)						(174,303)
Stock-based compensation expense			—						62,540						—						—						—						62,540
Balance at December 31, 2020			82						1,968,930						(99,228)						2,255,467						(3,034,823)						1,090,428
Net income			—						—						—						793,560						—						793,560
Other comprehensive income			—						—						17,797						—						—						17,797
Issuances under stock plans			—						7,396						—						—						10,854						18,250
Common share repurchases			—						—						—						—						(1,647,547)						(1,647,547)
Stock-based compensation expense			—						98,570						—						—						—						98,570
Balance at December 31, 2021			82						2,074,896						(81,431)						3,049,027						(4,671,516)						371,058
Net income			—						—						—						807,799						—						807,799
Other comprehensive loss			—						—						(20,179)						—						—						(20,179)
Issuances under stock plans			—						14,142						—						—						8,154						22,296
Common share repurchases			—						—						—						—						(1,043,742)						(1,043,742)
Stock-based compensation expense			—						90,566						—						—						—						90,566
Balance at December 31, 2022			$	82					$	2,179,604					$	(101,610)					$	3,856,826					$	(5,707,104)					$	227,798

See Notes to Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

			Year Ended December 31,
			2022						2021						2020
Operating activities:
Net income			$	807,799					$	793,560					$	266,745
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			191,946						212,405						218,984
Stock-based compensation expense			90,566						98,570						62,540
Deferred taxes			(30,702)						(41,567)						(53,190)
Loss on impairment of lease related assets, net			53,970						49,537						—
Loss on extinguishment of debt			—						—						44,814
Reduction in the carrying amount of operating lease right-of-use assets			70,086						75,125						81,851
Amortization and write-off of deferred financing fees			4,574						4,162						8,424
Amortization of deferred swap losses from de-designation			—						—						10,320
Gain on de-designated swaps			(52,308)						(20,204)						(2,157)
Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net			(240,696)						(145,346)						99,409
Deferred commissions			5,574						(124,874)						8,656
Prepaid expenses and other current assets			(3,039)						(15,913)						37,895
Other assets			8,440						(18,287)						(8,950)
Deferred revenues			297,124						324,059						15,998
Accounts payable and accrued and other liabilities			(101,912)						121,243						111,939
Cash provided by operating activities			1,101,422						1,312,470						903,278
Investing activities:
Additions to property, equipment and leasehold improvements			(108,050)						(59,834)						(83,888)
Acquisitions - cash paid (net of cash acquired)			(9,508)						(22,939)						—
Other			—						2,306						—
Cash used in investing activities			(117,558)						(80,467)						(83,888)
Financing activities:
Proceeds from employee stock purchase plan			22,231						18,173						18,085
Proceeds from borrowings			—						600,000						2,000,000
Early redemption premium payment			—						—						(30,752)
Payments for deferred financing fees			—						(7,320)						(25,786)
Proceeds from revolving credit facility			—						—						332,000
Payments on revolving credit facility			—						(5,000)						(475,000)
Payments on borrowings			(5,931)						(107,915)						(2,058,469)
Purchases of treasury stock			(1,043,742)						(1,655,547)						(176,302)
Cash used in financing activities			(1,027,442)						(1,157,609)						(416,224)
Net (decrease) increase in cash and cash equivalents and restricted cash			(43,578)						74,394						403,166
Effects of exchange rates on cash and cash equivalents and restricted cash			(18,425)						(26,375)						28,581
Cash and cash equivalents and restricted cash, beginning of year			760,602						712,583						280,836
Cash and cash equivalents and restricted cash, end of year			$	698,599					$	760,602					$	712,583
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest			$	112,825					$	101,885					$	112,249
Income taxes, net of refunds received			$	174,802					$	253,379					$	33,921

See Notes to Consolidated Financial Statements.

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Business and Significant Accounting Policies

Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.

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

Segments. Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Note 9 — Revenue and Related Matters and Note 16 — Segment Information describe the products and services offered by each of our segments and provide additional financial information for those segments.

Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. All references to 2022, 2021 and 2020 herein refer to the fiscal year unless otherwise indicated. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

Principles of consolidation. The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

Use of estimates. The preparation of the accompanying Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in the accompanying Consolidated Financial Statements to be reasonable.

Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between our estimates and actual results could be material and would be reflected in the Company’s Consolidated Financial Statements in future periods.

Business acquisitions. The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the Company to record the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with certain exceptions. Any excess of the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Under the acquisition method, the operating results of acquired companies are included in the Company’s Consolidated Financial Statements beginning on the date of acquisition. The Company completed business acquisitions in both 2022 and 2021. Note 2 — Acquisitions and Divestiture provides additional information regarding those business acquisitions.

The determination of the fair values of intangible and other assets acquired in an acquisition requires management judgment and the consideration of a number of factors, including the historical financial performance of acquired businesses and their projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of competition and the costs necessary to reproduce certain assets. Establishing the useful lives of intangible assets also requires management judgment and the evaluation of a number of factors, including the expected use of an asset, historical client retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an asset’s useful life.

Charges that are directly related to the Company’s acquisitions and divestitures are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations. Note 2 — Acquisitions and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.

Revenue recognition. The Company’s revenue by significant source is accounted for as follows:

• Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.

• Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.

• Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee contracts are recognized as the Company works to satisfy its performance obligations. Revenues from time and materials engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.

The majority of the Company’s Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. It is the Company’s policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.

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

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

Cost of services and product development (“COS”). COS expense includes the direct costs incurred in the creation and delivery of the Company’s products and services. These costs primarily relate to personnel.

Selling, general and administrative (“SG&A”). SG&A expense includes direct and indirect selling costs, general and administrative costs, facility costs and bad debt expense.

Commission expense. The Company records deferred commissions upon signing a customer contract and amortizes the deferred amount over a period that aligns with the transfer to the customer of the services to which the commissions relate. Note 9 — Revenue and Related Matters provides additional information regarding deferred commissions and the amortization of such costs.

Stock-based compensation expense. The Company accounts for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. Stock-based compensation expense for equity awards is based on the fair value of the award on the date of grant. The Company recognizes stock-based compensation expense over the period that the related service is performed, which is generally the same as the vesting period of the underlying award. Forfeitures are recognized as they occur. A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. Note 10 — Stock-Based Compensation provides additional information regarding the Company’s stock-based compensation activity.

Income taxes. The Company uses the asset and liability method of accounting for income taxes. The Company estimates its income taxes in each of the jurisdictions where it operates. This process involves estimating the Company’s current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. When assessing the realizability of deferred tax assets, the Company considers if it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, the Company considers the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible

tax planning strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the largest amount of benefit with greater than a 50% likelihood of being realized. The Company uses estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax law and measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available. Note 12 — Income Taxes provides additional information regarding the Company’s income taxes.

Cash and cash equivalents and restricted cash. Cash and cash equivalents includes cash and all highly liquid investments with original maturities of three months or less, which are considered to be cash equivalents. The carrying value of cash equivalents approximates fair value due to the short-term maturity of such instruments. Investments with maturities of more than three months are classified as marketable securities. Interest earned is recorded in Interest income in the Consolidated Statements of Operations.

U.S. GAAP requires that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on an entity’s statement of cash flows. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Consolidated Balance Sheets and the total cash amounts presented in the Consolidated Statements of Cash Flows (in thousands).

						December 31,
						2022						2021						2020						2019
Cash and cash equivalents						$	697,999					$	756,493					$	712,583					$	280,836
Restricted cash classified in (1):
Prepaid expenses and other current assets						—						4,109						—						—
Other assets						600						—						—						—
Cash and cash equivalents and restricted cash per the Consolidated Statements of Cash Flows						$	698,599					$	760,602					$	712,583					$	280,836

(1)Restricted cash consists of escrow accounts established in connection with certain of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. The Company will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

Leases. ASC 842 requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset and a related lease liability on its balance sheet for most of its leases. Under ASC 842, leases are classified as either operating or finance arrangements, with such classification affecting the pattern of expense recognition in an entity’s income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the years ended December 31, 2022 and 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a virtual-first hybrid, remote-work environment, the Company evaluated its existing real estate lease portfolio. As a result of the evaluation, the Company recognized impairment losses of $54.0 million and $49.5 million during the years ended December 31, 2022 and 2021, respectively. Note 7 — Leases provides additional information regarding the Company’s leases.

Property, equipment and leasehold improvements. Equipment, leasehold improvements and other fixed assets owned by the Company are recorded at cost less accumulated depreciation and amortization. Fixed assets, other than leasehold improvements, are depreciated using the straight-line method over the estimated useful life of the underlying asset. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the improvement or the remaining term of the related lease. Depreciation and amortization expense for fixed assets was $93.4 million, $102.8 million and $93.9 million in 2022, 2021 and 2020, respectively. Property, equipment and leasehold improvements, net are presented in the table below (in thousands).

						Useful Life						December 31,
Category						(Years)						2022						2021
Computer equipment and software						2 - 7						$	258,843					$	304,386
Furniture and equipment						3 - 8						89,559						97,050
Leasehold improvements						2 - 15						220,509						253,451
Total cost												568,911						654,887
Less — accumulated depreciation and amortization												(304,330)						(381,325)
Property, equipment and leasehold improvements, net												$	264,581					$	273,562

The Company incurs costs to develop internal-use software used in its operations. Certain of those costs that meet the criteria in FASB ASC Topic 350, Intangibles - Goodwill and Other are capitalized and amortized over future periods. Net capitalized internal-use software development costs were $84.0 million and $65.5 million at December 31, 2022 and 2021, respectively, and are included in Computer equipment and software in the table above. Amortization expense for capitalized internal-use software development costs, which is included with Depreciation in the Consolidated Statements of Operations, totaled $39.6 million, $34.6 million and $28.9 million in 2022, 2021 and 2020, respectively.

Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then the Company performs a quantitative impairment test. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of management estimates are subject to uncertainty.

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2022 that indicated no impairment. Subsequent to completing the 2022 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test. Note 3 — Goodwill and Intangible Assets provides additional information regarding the Company’s goodwill.

Finite-lived intangible assets. The Company has finite-lived intangible assets that are amortized using the straight-line method over the expected useful life of the underlying asset. Note 3 — Goodwill and Intangible Assets provides additional information regarding the Company’s finite-lived intangible assets.

Impairment of long-lived assets. The Company’s long-lived assets primarily consist of intangible assets other than goodwill, right-of-use assets and property, equipment and leasehold improvements. The Company reviews its long-lived asset groups for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may not be recoverable. Such evaluation may be based on a number of factors, including current and projected operating results and cash flows, and changes in management’s strategic direction as well as external economic and market factors. The Company evaluates the recoverability of assets and asset groups by determining whether their carrying values can be recovered through undiscounted future operating cash flows. If events or circumstances indicate that the carrying values might not be recoverable based on undiscounted future operating cash flows, an impairment loss may be recognized. The amount of impairment is measured based on the difference between the projected discounted future operating cash flows, using a discount rate reflecting the Company’s average cost of funds, and the carrying value of the asset or asset group.

Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets, net of deferred financing fees. Interest accrued on amounts borrowed is recorded as Interest expense in the Consolidated Statements of Operations. Note 6 — Debt provides additional information regarding the Company’s debt arrangements.

Foreign currency exposure. The functional currency of the Company’s foreign subsidiaries is typically the local currency. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates throughout the year. The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive loss, net within Stockholders’ Equity on the Consolidated Balance Sheets.

Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations as part of Other income (expense), net in the Consolidated Statements of Operations. The Company had net currency transaction gains (losses) of $25.6 million, $(3.7) million and $12.5 million in 2022, 2021 and 2020, respectively. The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on certain transactions. Those contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income (expense), net. The net loss from foreign currency forward exchange contracts was $31.9 million, $1.4 million and $14.1 million in 2022, 2021 and 2020, respectively. Note 13 — Derivatives and Hedging provides additional information regarding the Company’s foreign currency forward exchange contracts.

Fair value disclosures. The Company has a limited number of assets and liabilities that are adjusted to fair value at each balance sheet date. The Company’s required fair value disclosures are provided at Note 14 — Fair Value Disclosures.

Concentrations of credit risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, contract assets, interest rate swaps and a pension reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contracts are with investment grade commercial banks. Fees receivable and contract asset balances deemed to be collectible from customers have limited concentration of credit risk due to the Company’s diverse customer base and geographic dispersion. The Company’s pension reinsurance asset (see Note 15 — Employee Benefits) is maintained with a large international insurance company that was rated investment grade as of December 31, 2022 and 2021.

Stock repurchase programs. The Company records the cost to repurchase shares of its own common stock as treasury stock. Shares repurchased by the Company are added to treasury shares and are not retired. Note 8 — Stockholders’ Equity provides additional information regarding the Company’s common stock repurchase activity.

Gain on event cancellation insurance claims. During the year ended December 31, 2021, the Company received $166.9 million of proceeds related to 2020 event cancellation insurance claims, and recorded a pre-tax gain of $152.3 million. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Adoption of new accounting standards. The Company adopted the accounting standard described below during 2022.

Business Combinations — In October 2021, the FASB issued ASU No. 2021-08, Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 provides guidance for a business combination on how to recognize and measure contract assets and contract liabilities from revenue contracts with customers and other contracts that apply the provisions of ASC Topic 606, Revenue from Contracts with Customers. Specifically, the proposed amendments would require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with U.S. GAAP). The rule will be effective for public entities on January 1, 2023, with early adoption permitted. Gartner elected to adopt ASU No. 2021-08 effective January 1, 2022. ASU No. 2021-08 will not impact acquired contract assets or liabilities from business combinations occurring prior to January 1, 2022, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations.

Government Assistance — In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU No. 2021-10”). ASU No, 2021-10 requires business entities to annually disclose information about certain government assistance they receive. The rule will be effective for public entities for annual periods beginning after December 15, 2021. The Company adopted ASU No. 2021-10 in 2022 and the adoption did not have a material impact on the Company’s financial statement disclosures.

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

Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024. The Company is currently evaluating the potential impact of ASU No. 2020-04, as amended by ASU No. 2022-06, on its Consolidated Financial Statements, including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from reference rate reform. However, the Company does not expect the adoption of ASU 2020-04, as amended by ASU No. 2022-06, to have a material impact on the Company’s Consolidated Financial Statements.

Note 2 — Acquisitions and Divestiture

Acquisitions

Year Ended December 31, 2022

In October 2022, the Company acquired 100% of the outstanding capital stock of UpCity, Inc. (“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $6.4 million. UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.

Year Ended December 31, 2021

In June 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $29.9 million. Pulse is a technology-enabled community platform.

During 2021, the Company paid $22.9 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments. During the year ended December 31, 2022, the Company paid $4.1 million of deferred consideration held in escrow. In addition to the purchase price, the Company may also be required to pay up to $4.5 million in cash based on the continuing employment of certain key employees. Such amounts are recognized as compensation expense over three years post-acquisition and reported in Acquisition and integration charges in the Consolidated Statements of Operations.

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

Pending Divestiture

In November 2022, the Company entered into a definitive agreement to sell its TalentNeuron business. As of December 31, 2022, the assets and liabilities of TalentNeuron were considered held for sale, resulting in $49.0 million of assets held for sale and $30.8 million of liabilities held for sale on the Consolidated Balance Sheet. The majority of the held for sale assets were goodwill, intangible assets, net and accounts receivable, with carrying amounts of $16.0 million, $9.5 million and $15.9 million, respectively, while the majority of the held for sale liabilities was deferred revenues, with a carrying amount of $27.1 million. TalentNeuron is included in the Company's Research segment.

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

Acquisition and Integration Charges

The Company recognized $9.1 million, $6.1 million and $6.3 million of Acquisition and integration charges during 2022, 2021 and 2020, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and divestitures and include, among other items, professional fees, severance and stock-based compensation charges.

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

Note 3 — Goodwill and Intangible Assets

Goodwill. The table below presents changes to the carrying amount of goodwill by segment during the two-year period ended December 31, 2022 (in thousands).

			Research						Conferences						Consulting						Total
Balance at December 31, 2020 (1)			$	2,664,732					$	184,091					$	96,724					$	2,945,547
Additions due to an acquisition (2)			11,486						—						—						11,486
Foreign currency translation impact			(5,284)						(70)						(362)						(5,716)
Balance at December 31, 2021 (1)			2,670,934						184,021						96,362						2,951,317
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

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

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

(3)Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business. See Note 2 — Acquisitions and Divestiture for additional information. The amount of goodwill allocated to the pending divestiture was determined using a relative fair value approach.

Finite-lived intangible assets. Changes in finite-lived intangible assets during the two-year period ended December 31, 2022 are presented in the tables below (in thousands).

December 31, 2022						Customer Relationships						Technology-related												Other						Total
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

December 31, 2021						Customer Relationships						Technology-related						Content						Other						Total
Gross cost at December 31, 2020						$	1,154,210					$	110,597					$	3,965					$	10,614					$	1,279,386
Additions due to an acquisition (1)						7,980						11,200						—						320						19,500
Intangible assets fully amortized						(61,422)						(60,685)						(3,965)						(498)						(126,570)
Foreign currency translation impact						(4,410)						104						—						—						(4,306)
Gross cost						1,096,358						61,216						—						10,436						1,168,010
Accumulated amortization (3)						(413,266)						(35,727)						—						(4,599)						(453,592)
Balance at December 31, 2021						$	683,092					$	25,489					$	—					$	5,837					$	714,418

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

(2)Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business. See Note 2 — Acquisitions and Divestiture for additional information.

(3)Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 to 7 years; and Other —4 to 11 years.

Amortization expense related to finite-lived intangible assets was $98.5 million, $109.6 million and $125.1 million in 2022, 2021 and 2020, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2023			$	90,771
2024			88,858
2025			80,191
2026			77,516
2027			76,908
2028 and thereafter			170,470
			$	584,714

Note 4 — Other Assets

The Company’s other assets are summarized in the table below (in thousands).

			December 31,
			2022						2021
Benefit plan-related assets			$	99,527					$	113,553
Non-current deferred tax assets			138,318						140,004
Other			59,686						55,132
Total other assets			$	297,531					$	308,689

Note 5 — Accounts Payable and Accrued and Other Liabilities

The Company’s Accounts payable and accrued liabilities are summarized in the table below (in thousands).

			December 31,
			2022						2021
Accounts payable			$	83,225					$	49,277
Payroll and employee benefits payable			221,242						233,704
Bonus payable			254,675						243,459
Commissions payable			168,042						201,397
Income tax payable			76,383						18,717
VAT payable			43,187						48,834
Current portion of operating lease liabilities			99,717						89,754
Other accrued liabilities			168,727						249,672
Total accounts payable and accrued liabilities			$	1,115,198					$	1,134,814

The Company’s Other liabilities are summarized in the table below (in thousands).

			December 31,
			2022						2021
Non-current deferred revenues			$	39,115					$	48,176
Long-term taxes payable			92,812						76,806
Benefit plan-related liabilities			124,378						139,097
Non-current deferred tax liabilities			139,531						181,789
Other			27,628						66,019
Total other liabilities			$	423,464					$	511,887

Note 6 — Debt

The Company’s total outstanding borrowings are summarized in the table below (in thousands).

						December 31,
Description						2022						2021
2020 Credit Agreement - Term loan facility (1)						$	282,200					$	287,600
2020 Credit Agreement - Revolving credit facility (1), (2)						—						—
Senior Notes due 2028 (“2028 Notes”) (3)						800,000						800,000
Senior Notes due 2029 (“2029 Notes”) (4)						600,000						600,000
Senior Notes due 2030 (“2030 Notes”) (5)						800,000						800,000
Other (6)						5,000						5,531
Principal amount outstanding (7)						2,487,200						2,493,131
Less: deferred financing fees (8)						(25,793)						(30,367)
Net balance sheet carrying amount						$	2,461,407					$	2,462,764

(1)The contractual annualized interest rate as of December 31, 2022 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 5.81%, which consisted of a floating Eurodollar base rate of 4.438% plus a margin of 1.375%. However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

(2)The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of December 31, 2022.

(3)Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of 4.50% and mature on July 1, 2028.

(4)Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of 3.625% and mature on June 15, 2029.

(5)Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of 3.75% and mature on October 1, 2030.

(6)Consists of two State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year maturity and bears interest at a fixed rate of 3.00%. This loan had an outstanding balance of $0.5 million as of December 31, 2021 and matured as of December 31, 2022. The second loan, originated in 2019, has a 10-year maturity, bears interest at a fixed rate of 1.75% and may be repaid at any time by the Company without penalty.

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

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

2029 Notes

On June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029. The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the

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

2030 Notes

On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030.

The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.

2028 Notes

On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2028 Notes were issued at an issue price of 100.0% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1, 2028.

The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture.

2020 Credit Agreement

The Company has a credit facility that currently provides for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of December 31, 2022.

The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay $100.0 million of the outstanding borrowings under the term loan facility in June 2021. The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

Interest Rate Swaps

As of December 31, 2022, the Company had one fixed-for-floating interest rate swap contract with a total notional value of $350.0 million that matures in 2025. The Company pays a base fixed rate of 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings. In June 2022, the Company terminated a fixed-for-floating interest rate swap contract with a notional value of $350.0 million, and received proceeds of $0.5 million. The Company had two other fixed-for-floating interest rate swap contracts with a total notional value of $700.0 million that matured during the three months ended March 31, 2022.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense), net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged forecasted interest payments. As of December 31, 2022, $52.3 million is remaining in Accumulated other comprehensive loss, net. The interest rate swaps had unrealized fair values of $10.3 million and negative unrealized fair values (liabilities) of $53.7 million as of December 31, 2022 and December 31, 2021, respectively, of which $39.2 million and $56.3 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of December 31, 2022 and December 31, 2021, respectively. See Note 14 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.

Note 7 — Leases

The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2023 and through 2038. These facilities support the Company’s executive and administrative activities, research and consulting, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of the Company’s lease agreements include (i) renewal options to extend the lease term for up to ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2023 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

Lease Accounting under ASC 842

Under ASC 842, a lease is a contract or an agreement, or a part of another arrangement, between two or more parties that, at its inception, creates enforceable rights and obligations that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.

Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Right-of-use assets and lease liabilities are initially recognized on the lease commencement date based on the present value of the lease payments over the lease term. For all of the Company’s facilities leases, the Company accounts for both lease components and nonlease components (e.g., common area maintenance charges, etc.) as a single lease component when determining the present value of the Company’s lease payments. Variable lease payments that are not dependent on an index or a rate are excluded from the determination of right-of-use assets and lease liabilities and such payments are recognized as expense in the period when the related obligation is incurred.

The Company’s lease agreements do not provide implicit interest rates. Instead, the Company uses an incremental borrowing rate determined on the lease commencement date to calculate the present value of future lease payments. The incremental borrowing rate is calculated for each individual lease and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis (in the currency that the lease is denominated) over a similar term an amount equal to the lease payments in a similar economic environment. Right-of-use assets also include any initial direct costs incurred by the Company and lease payments made to a lessor on or before the related lease commencement date, less any lease incentives received directly from the lessor.

Certain of the Company’s facility lease agreements include options to extend or terminate the lease. When it is reasonably certain that the Company will exercise a renewal or termination option, the present value of the lease payments for the affected lease is adjusted accordingly. Leases with a term of twelve months or less are accounted for in the same manner as long-term lease arrangements, including any related disclosures. Lease expense for operating leases is generally recognized on a straight-line basis over the lease term, unless the related right-of-use asset was previously impaired.

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

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

When the projected lease cost for the term of a sublease exceeds the anticipated sublease income for that same period, the Company treats that circumstance as an indicator that the carrying amount of the related right-of-use asset may not be fully recoverable. In those situations, the Company performs an impairment analysis and, if indicated, the Company records a charge against earnings to reduce the right-of-use asset to the amount deemed to be recoverable in the future.

On the Consolidated Balance Sheet, right-of-use assets are classified and reported in Operating lease right-of-use assets, and the related lease liabilities are included in Accounts payable and accrued liabilities (current) and Operating lease liabilities (long-term). On the Consolidated Statement of Cash Flows, the reduction in the carrying amount of right-of-use assets is presented separately and the change in operating lease liabilities is included under Accounts payable and accrued and other liabilities in the reconciliation of net income to cash provided by operating activities.

All of the Company’s leasing and subleasing activities are recognized in Selling, general and administrative expense in the Consolidated Statements of Operations. The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands).

						Year Ended December 31,
Description						2022						2021						2020
Operating lease cost (1)						$	117,750					$	130,383					$	140,829
Variable lease cost (2)						15,209						17,940						17,463
Sublease income						(46,698)						(42,801)						(38,925)
Total lease cost, net (3) (4)						$	86,261					$	105,522					$	119,367
Cash paid for amounts included in the measurement of operating lease liabilities						$	137,399					$	140,571					$	137,790
Cash receipts from sublease arrangements						$	46,159					$	42,374					$	38,565
Right-of-use assets obtained in exchange for new operating lease liabilities						$	20,597					$	33,113					$	27,258
As of December 31,						2022						2021						2020
Weighted average remaining lease term for operating leases (in years)						7.9						8.7						9.6
Weighted average discount rate for operating leases						6.6		%				6.5		%				6.6		%

(1)Included in operating lease cost was $41.9 million, $42.3 million and $42.2 million of costs for subleasing activities during 2022, 2021, and 2020 respectively.

(2)These amounts are primarily variable lease and nonlease costs that were not fixed at the lease commencement date or are dependent on something other than an index or a rate.

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

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

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

						Operating						Sublease
						Lease						Cash
Period ending December 31,						Payments						Receipts
2023						$	142,251					$	52,286
2024						130,395						42,906
2025						114,233						43,226
2026						111,257						44,008
2027						107,228						44,889
Thereafter						299,612						25,022
Total future minimum operating lease payments and estimated sublease cash receipts (1)						904,976						$	252,337
Imputed interest						(207,992)
Total operating lease liabilities per the Consolidated Balance Sheet						$	696,984

(1)Approximately 80% of the operating lease payments pertain to properties in the United States.

The table below indicates where the discounted operating lease payments from the above table are classified in the Consolidated Balance Sheet (in thousands).

						December 31,
Description						2022						2021
Accounts payable and accrued liabilities						$	99,717					$	89,754
Operating lease liabilities						597,267						697,766
Total operating lease liabilities per the Consolidated Balance Sheet						$	696,984					$	787,520

During the years ended December 31, 2022 and 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a virtual-first hybrid, remote-work environment, the Company evaluated its existing real estate lease portfolio. This evaluation included the decision to abandon certain leased office spaces and the cease-use of certain other leased office spaces that the Company intends to sublease. In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.

As a result of the evaluation, the Company recognized an impairment loss of $54.0 million and $49.5 million during the years ended December 31, 2022 and December 31, 2021, respectively, which is included as a component of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. The impairment loss for the year ended December 31, 2022 includes $40.7 million related to right-of-use assets, and $13.3 million related to other long-lived assets, primarily leasehold improvements. The impairment loss for the fourth quarter of the year ended December 31, 2021 includes $50.9 million related to right-of-use assets, $17.9 million related to other long-lived assets, primarily leasehold improvements and a $19.3 million reduction in lease liabilities.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.

Note 8 — Stockholders’ Equity

Common stock. Holders of Gartner’s common stock, par value $0.0005 per share, are entitled to one vote per share on all matters to be voted by stockholders. The Company does not currently pay cash dividends on its common stock. Also, the 2020 Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends. The table below summarizes transactions relating to the Company’s common stock for the three years ended December 31, 2022.

			Issued Shares						Treasury Stock Shares
Balance at December 31, 2019			163,602,067						74,444,288
Issuances under stock plans			—						(820,065)
Purchases for treasury (1), (2)			—						1,135,762
Balance at December 31, 2020			163,602,067						74,759,985
Issuances under stock plans			—						(807,320)
Purchases for treasury (1)			—						7,252,839
Balance at December 31, 2021			163,602,067						81,205,504
Issuances under stock plans			—						(599,081)
Purchases for treasury (1)			—						3,822,090
Balance at December 31, 2022			163,602,067						84,428,513

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

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

Share repurchase authorization. In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, and $1.0 billion of the Company’s common stock during 2021 and 2022, respectively. $606 million remained available as of December 31, 2022. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. See Note 19 — Subsequent Event for information regarding an increase in the Company’s share repurchase authorization.

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

The tables below provide information about the changes in AOCI/L by component and the related amounts reclassified out of AOCI/L to income during the years indicated (net of tax, in thousands) (1).

Year Ended December 31, 2022

			Interest Rate Swaps						Defined Benefit Pension Plans						Foreign Currency Translation Adjustments						Total
Balance - December 31, 2021			$	(56,323)					$	(6,672)					$	(18,436)					$	(81,431)
Other comprehensive income (loss) activity during the year:
Change in AOCI/L before reclassifications to income			—						2,244						(39,679)						(37,435)
Reclassifications from AOCI/L to income (2), (3)			17,075						181						—						17,256
Other comprehensive income (loss), net for the year			17,075						2,425						(39,679)						(20,179)
Balance - December 31, 2022			$	(39,248)					$	(4,247)					$	(58,115)					$	(101,610)

Year Ended December 31, 2021

			Interest Rate Swaps						Defined Benefit Pension Plans						Foreign Currency Translation Adjustments						Total
Balance - December 31, 2020			$	(78,104)					$	(9,309)					$	(11,815)					$	(99,228)
Other comprehensive income (loss) activity during the year:
Change in AOCI/L before reclassifications to income			—						2,232						(6,621)						(4,389)
Reclassifications from AOCI/L to income (2), (3)			21,781						405						—						22,186
Other comprehensive income (loss), net for the year			21,781						2,637						(6,621)						17,797
Balance - December 31, 2021			$	(56,323)					$	(6,672)					$	(18,436)					$	(81,431)

(1)Amounts in parentheses represent debits (deferred losses).

(2)$22.6 million and $29.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense for the year ended December 31, 2022 and 2021, respectively. See Note 6 — Debt and Note 13 — Derivatives and Hedging for information regarding the cash flow hedges.

(3)The reclassifications related to defined benefit pension plans were primarily recorded in Selling, general and administrative expense, net of tax effect. See Note 15 — Employee Benefits for information regarding the Company’s defined benefit pension plans.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at December 31, 2022 that is expected to be reclassified into earnings within the next 12 months is $20.1 million.

Note 9 — Revenue and Related Matters

Our Business and Revenues

Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues from those business segments are discussed below.

Research

Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

Research revenues are mainly derived from subscription contracts for research products, representing approximately 91% of the segment’s revenue. The related revenues are deferred and recognized ratably over the applicable contract term (i.e., as services are provided over the contract period). Fees derived from assisting organizations in selecting the right business software for their needs are recognized at a point in time (i.e., when the lead is provided to the vendor).

The Company enters into subscription contracts for research products that generally are for twelve-month periods or longer. Approximately 80% to 85% of the Company’s annual and multi-year Research subscription contracts provide for billing of the first full service period upon signing. In subsequent years, multi-year subscription contracts are normally billed prior to the contract’s anniversary date. Other Research subscription contracts are usually invoiced in advance, commencing with the contract signing, on (i) a quarterly, monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which have not historically resulted in material cancellations. It is the Company’s policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.

Conferences

Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.

The Company earns revenues from both the attendees and exhibitors at Gartner conferences and meetings. Attendees are generally invoiced for the full attendance fee upon their completion of an online registration form or their signing of a contract, while exhibitors typically make several individual payments commencing with the signing of a contract. Almost all of the invoiced amounts are collected in advance of the related activity, resulting in the recording of deferred revenue. Both the attendee and exhibitor revenues are recognized as the related performance obligations are satisfied (i.e., when the related activity is held).

The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period during which the related activity occurs. The Company’s policy is to defer only those costs that are incremental and directly attributable to a specific activity, primarily prepaid site and production services costs. Other costs of organizing and producing conference activities, primarily Company personnel and non-conference specific expenses, are expensed in the period incurred.

Consulting

Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

Consulting revenues, primarily derived from custom consulting and measurement services, are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee engagements are recognized as the Company works to satisfy its performance obligations, while revenues from time and materials engagements are recognized as work is delivered and/or services are provided. In both of these circumstances, performance obligations are satisfied and control of the services are passed to customers over time (i.e., during the duration of the contract or consulting engagement). On a contract-by-contract basis, the Company typically uses actual labor hours incurred compared to total expected labor hours to measure the Company’s performance in respect of fixed fee engagements. If labor and other costs on an individual contract are expected to exceed the total contract value or the contract’s funded ceiling amount, the Company reflects an adjustment to the contract’s overall profitability in the period determined. Revenues related to contract optimization engagements are contingent in nature and are only recognized at the point in time when all of the conditions related to their payment have been satisfied.

Consulting customers are invoiced based on the specific terms and conditions in their underlying contracts. They are typically invoiced after the Company has satisfied some or all of the related performance obligations and the related revenue has been recognized. The Company records fees receivable for amounts that are billed or billable. Contract assets are also recorded representing amounts for which the Company has recognized revenue but lacks the unconditional right to payment as of the balance sheet date due to the required continued performance under the relevant contract, progress billing milestones or other billing-related restrictions.

Disaggregated Revenue

Disaggregated revenue by reportable segment is presented in the tables below for the years indicated (in thousands).

By Primary Geographic Market (1)

Year Ended December 31, 2022

Primary Geographic Market			Research			Conferences			Consulting			Total
United States and Canada			$	3,056,096		$	263,165		$	300,121		$	3,619,382
Europe, Middle East and Africa			1,017,860			88,979			127,820			1,234,659
Other International			530,835			37,129			53,841			621,805
Total revenues			$	4,604,791		$	389,273		$	481,782		$	5,475,846

Year Ended December 31, 2021

Primary Geographic Market			Research			Conferences			Consulting			Total
United States and Canada			$	2,655,534		$	146,707		$	246,661		$	3,048,902
Europe, Middle East and Africa			958,339			47,883			124,757			1,130,979
Other International			487,519			19,859			46,703			554,081
Total revenues			$	4,101,392		$	214,449		$	418,121		$	4,733,962

Year Ended December 31, 2020

Primary Geographic Market			Research			Conferences			Consulting			Total
United States and Canada			$	2,339,482		$	75,024		$	223,318		$	2,637,824
Europe, Middle East and Africa			826,752			28,108			111,413			966,273
Other International			436,658			17,008			41,640			495,306
Total revenues			$	3,602,892		$	120,140		$	376,371		$	4,099,403

(1)Revenue is reported based on where the sale is fulfilled.

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate Company’s revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments.

By Timing of Revenue Recognition

Year Ended December 31, 2022

Timing of Revenue Recognition			Research			Conferences			Consulting			Total
Transferred over time (1)			$	4,182,747		$	—		$	378,062		$	4,560,809
Transferred at a point in time (2)			422,044			389,273			103,720			915,037
Total revenues			$	4,604,791		$	389,273		$	481,782		$	5,475,846

Year Ended December 31, 2021

Timing of Revenue Recognition			Research			Conferences			Consulting			Total
Transferred over time (1)			$	3,740,694		$	—		$	334,945		$	4,075,639
Transferred at a point in time (2)			360,698			214,449			83,176			658,323
Total revenues			$	4,101,392		$	214,449		$	418,121		$	4,733,962

Year Ended December 31, 2020

Timing of Revenue Recognition			Research			Conferences			Consulting			Total
Transferred over time (1)			$	3,313,111		$	—		$	296,546		$	3,609,657
Transferred at a point in time (2)			289,781			120,140			79,825			489,746
Total revenues			$	3,602,892		$	120,140		$	376,371		$	4,099,403

(1)Research revenues were recognized in connection with performance obligations that were satisfied over time using a time-elapsed output method to measure progress. Consulting revenues were recognized over time using labor hours as an input measurement basis.

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

Determining a measure of progress for performance obligations that are satisfied over time and when control transfers for performance obligations that are satisfied at a point in time requires management to make judgments that affect the timing of revenue recognition. A key factor in this determination is when the customer can direct the use of, and can obtain substantially all of the benefits from, the deliverable.

For performance obligations recognized in accordance with a time-elapsed output method, the Company’s efforts are expended consistently throughout the contractual period and the Company transfers control evenly by providing stand-ready services. For performance obligations satisfied under Consulting fixed fee or time and materials engagements, the Company believes that

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

For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2022 was approximately $5.2 billion. The Company expects to recognize $3.0 billion, $1.7 billion and $0.5 billion of this revenue (most of which pertains to Research) during the year ending December 31, 2023, the year ending December 31, 2024 and thereafter, respectively. The Company applies a practical expedient allowed in ASC 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee or time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

Customer Contract Assets and Liabilities

The payment terms and conditions in the Company’s customer contracts vary. In some cases, customers prepay and, in other cases, after the Company conducts a credit evaluation, payment may be due in arrears. Because the timing of the Company’s service delivery typically differs from the timing of customer payments, the Company recognizes either a contract asset (the Company performs either fully or partially under the contract but a contingency remains) or a contract liability (upfront customer payments precede the Company’s performance, resulting in deferred revenue). Amounts recorded as contract assets are reclassified to fees receivable when all of the outstanding conditions have been resolved and the Company’s right to payment becomes unconditional. Contracts with payments due in arrears are also recognized as fees receivable. As contractual performance obligations are satisfied, the Company correspondingly relieves its contract liabilities and records the associated revenue.

The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).

			December 31,
			2022						2021
Assets:
Fees receivable, gross (1)			$	1,565,786					$	1,371,680
Contract assets recorded in Prepaid expenses and other current assets (2)			$	21,183					$	20,054
Contract liabilities:
Deferred revenues (current liability) (3)			$	2,443,762					$	2,238,035
Non-current deferred revenues recorded in Other liabilities (3)			39,115						48,176
Total contract liabilities			$	2,482,877					$	2,286,211

(1)Fees receivable represent an unconditional right of payment from the Company’s customers and include both billed and unbilled amounts.

(2)Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restriction.

(3)Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s).

The Company recognized revenue of $1.9 billion, $1.6 billion and $1.5 billion during 2022, 2021 and 2020 respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year. Those amounts primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred during the reporting periods. During 2022, 2021 and 2020, the Company did not record any material impairments related to its contract assets.

Costs of Obtaining and Fulfilling a Customer Contract

When the Company concludes that a liability should be recognized for the costs of obtaining a customer contract and determines how such liability should be measured, certain commissions are capitalized as a recoverable direct incremental cost of obtaining the underlying contract. No other amounts are capitalized as a cost of obtaining or fulfilling a customer contract because no expenditures have been identified that meet the requisite capitalization criteria. For Research and Consulting, the Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to which the commissions relate. For Conferences, deferred commissions are expensed during the period when the related conference or meeting occurs.

During 2022, 2021 and 2020, deferred commission amortization expense was $562.1 million, $472.5 million and $440.5 million, respectively, and was included in Selling, general and administrative expense in the Consolidated Statements of Operations. The Company classifies Deferred commissions as a current asset on the Consolidated Balance Sheets at both December 31, 2022 and 2021 because those costs were, or will be, amortized over the twelve months following the respective balance sheet dates.

Note 10 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of December 31, 2022, the Company had 4.0 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its 2014 Long-Term Incentive Plan (the “Plan”). Currently, the Company issues treasury shares upon the exercise, release or settlement of stock-based compensation awards.

Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the use of certain subjective assumptions, including the expected life of a stock-based compensation award and Common Stock price volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to estimate the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of stock-based compensation awards and the related periodic expense represent management’s best estimates, which involve inherent uncertainties and the application of judgment. As a result, if circumstances change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock-based compensation expense could be materially different from what has been recorded in the current year.

Stock-Based Compensation Expense

The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the years ended December 31 (in millions).

Award type						2022						2021						2020
Stock appreciation rights						$	8.8					$	8.2					$	7.8
Restricted stock units (1)						81.0						89.6						54.1
Common stock equivalents						0.8						0.8						0.7
Total (2)						$	90.6					$	98.6					$	62.6

Expense category line item						2022						2021						2020
Cost of services and product development						$	32.7					$	35.0					$	29.7
Selling, general and administrative						57.9						63.6						32.9
Total (1) (2)						$	90.6					$	98.6					$	62.6

(1)On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units (the “PSUs”) awarded to the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target. However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95% of target. In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a

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

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

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

Stock-Based Compensation Awards

The disclosures presented below provide information regarding the Company’s stock-based compensation awards, all of which have been classified as equity awards in accordance with FASB ASC Topic 505.

Stock Appreciation Rights

Stock-settled stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the value of the Common Stock. After the applicable vesting criteria have been satisfied, SARs are settled in shares of Common Stock upon exercise by the employee. SARs vest ratably over a four-year service period and expire seven years from the date of grant. The fair value of a SARs award is recognized as compensation expense on a straight-line basis over four years. SARs have only been awarded to the Company’s executive officers.

When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1) the total proceeds from the exercise of the SARs award (calculated as the closing price of the Common Stock as reported on the New York Stock Exchange on the date of exercise less the exercise price of the SARs award, multiplied by the number of SARs exercised) is divided by (2) the closing price of the Common Stock on the date of exercise. Upon exercise, the Company withholds a portion of the shares of the Common Stock to satisfy statutory tax withholding requirements. SARs recipients do not have any stockholder rights until the shares of Common Stock are issued in respect of the award, which is subject to the prior satisfaction of the vesting and other criteria relating to such grants.

The table below summarizes changes in SARs outstanding during the year ended December 31, 2022.

			Units of SARs (in millions)						Per Share Weighted Average Exercise Price						Per Share Weighted Average Grant Date Fair Value						Weighted Average Remaining Contractual Term (Years)
Outstanding at December 31, 2021			0.8						$	145.36					$	34.72					4.45
Granted			0.1						302.90						92.56						6.11
Exercised			(0.1)						124.20						28.26						n/a
Outstanding at December 31, 2022 (1) (2)			0.8						$	168.16					$	42.99					3.89
Vested and exercisable at December 31, 2022 (2)			0.4						$	135.43					$	31.36					2.97

n/a = not applicable

(1)As of December 31, 2022, 0.4 million of the total SARs outstanding were unvested. The Company expects that substantially all of those unvested awards will vest in future periods.

(2)As of December 31, 2022, the total SARs outstanding had an intrinsic value of $140.5 million. On such date, SARs vested and exercisable had an intrinsic value of $86.4 million.

The fair value of a SARs award is determined on the date of grant using the Black-Scholes-Merton valuation model with the following weighted average assumptions for the years ended December 31:

			2022						2021						2020
Expected dividend yield (1)			—		%				—		%				—		%
Expected stock price volatility (2)			33		%				31		%				23		%
Risk-free interest rate (3)			1.8		%				0.4		%				1.5		%
Expected life in years (4)			4.59						4.74						4.68

(1)The expected dividend yield assumption was based on both the Company’s historical and anticipated dividend payouts. Historically, the Company has not paid cash dividends on its Common Stock.

(2)The determination of expected stock price volatility was based on both historical Common Stock prices and implied volatility from publicly traded options in the Common Stock.

(3)The risk-free interest rate was based on the yield of a U.S. Treasury security with a maturity similar to the expected life of the award.

(4)The expected life represents the Company’s estimate of the weighted average period of time the SARs are expected to be outstanding (that is, the period between the service inception date and the expected exercise date).

Restricted Stock Units

Restricted stock units (“RSUs”) give the awardee the right to receive shares of Common Stock when the vesting conditions are met and certain restrictions lapse. Each RSU that vests entitles the awardee to one share of Common Stock. RSU awardees do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until the shares are released. The fair value of an RSU award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date. Service-based RSUs vest ratably over four years and are expensed on a straight-line basis over the vesting period. Performance-based RSUs are subject to the satisfaction of both performance and service conditions, vest ratably over four years and are expensed on an accelerated basis over the vesting period.

The table below summarizes the changes in RSUs outstanding during the year ended December 31, 2022.

			Units of RSUs (in millions)						Per Share Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021			1.1						$	160.04
Granted (1)			0.5						301.38
Vested and released			(0.5)						152.13
Forfeited			(0.1)						195.86
Outstanding at December 31, 2022 (2) (3)			1.0						$	211.25

(1)The 0.5 million of RSUs granted during 2022 consisted of 0.2 million of performance-based RSUs awarded to executives and 0.3 million of service-based RSUs awarded to non-executive employees and non-management board members. The performance-based awards include RSUs in final adjustments of 2021 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2022 that is tied to an increase in Gartner’s contract value for such year. The number of performance-based RSUs for 2022 that holders could receive ranges from 0% to 200% of the target amount based on the extent to which the corresponding performance goals have been achieved and subject to certain other conditions. Any adjustments in the number of performance-based RSUs under the 2022 grant will be made in 2023.

(2)The Company expects that substantially all of the RSUs outstanding will vest in future periods.

(3)As of December 31, 2022, the weighted average remaining contractual term of the RSUs outstanding was approximately 1.1 years.

Common Stock Equivalents

Common stock equivalents (“CSEs”) are convertible into Common Stock. Each CSE entitles the holder to one share of Common Stock. Members of the Company’s Board of Directors receive their directors’ fees in CSEs unless they opt to receive up to 50% of those fees in cash. Generally, CSEs have no defined term and are converted into shares of Common Stock when service as a director terminates unless the director has elected an accelerated release. The fair value of a CSE award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date. CSEs vest immediately and, as a result, they are recorded as expense on the date of grant.

The table below summarizes the changes in CSEs outstanding during the year ended December 31, 2022.

			Units of CSEs						Per Share Weighted Average Grant Date Fair Value
Outstanding at December 31, 2021			114,318						$	31.15
Granted			2,641						287.83
Converted to shares of Common Stock upon grant			(1,680)						283.58
Outstanding at December 31, 2022			115,279						$	33.35

Employee Stock Purchase Plan

The Company has an employee stock purchase plan (the “ESP Plan”) wherein eligible employees are permitted to purchase shares of Common Stock through payroll deductions, which may not exceed 10% of an employee’s compensation, or $23,750 in any calendar year, at a price equal to 95% of the closing price of the Common Stock as reported on the New York Stock Exchange at the end of each offering period. As of December 31, 2022, the Company had 3.3 million shares available for purchase under the ESP Plan. The ESP Plan is considered non-compensatory under FASB ASC Topic 718 and, as a result, the Company does not record stock-based compensation expense for employee share purchases. The Company received $22.2 million, $18.2 million and $18.1 million in cash from employee share purchases under the ESP Plan during 2022, 2021 and 2020, respectively.

Note 11 — Computation of Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.

The table below sets forth the calculation of basic and diluted income per share for the years ended December 31 (in thousands, except per share data).

			2022						2021						2020
Numerator:
Net income used for calculating basic and diluted income per share			$	807,799					$	793,560					$	266,745
Denominator:
Weighted average common shares used in the calculation of basic income per share			80,178						85,026						89,315
Dilutive effect of outstanding awards associated with stock-based compensation plans			889						1,151						702
Shares used in the calculation of diluted income per share			81,067						86,177						90,017
Income per share (1):
Basic			$	10.08					$	9.33					$	2.99
Diluted			$	9.96					$	9.21					$	2.96

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

The table below presents the number of outstanding awards associated with stock-based compensation plans that were not included in the computations of diluted income per share in the above table because the effect would have been anti-dilutive. During years with net income, the outstanding awards were anti-dilutive because their exercise prices were greater than the average market price per share of Common Stock during such year.

			Year Ended December 31,
			2022						2021						2020
Anti-dilutive outstanding awards associated with stock-based compensation plans (in millions) (1)			0.1						—						0.5
Average market price per share of Common Stock during the year			$	289.73					$	252.07					$	130.95

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

Note 12 — Income Taxes

Below is a summary of the components of the Company’s income before income taxes for the years ended December 31 (in thousands).

			2022						2021						2020
U.S.			$	560,193					$	485,472					$	111,880
Non-U.S.			467,002						484,398						214,253
Income before income taxes			$	1,027,195					$	969,870					$	326,133

The components of the expense (benefit) for income taxes on the above income are summarized in the table below (in thousands).

			2022						2021						2020
Current tax expense:
U.S. federal			$	122,191					$	117,024					$	14,480
State and local			48,482						36,266						16,360
Foreign			91,596						64,835						62,993
Total current			262,269						218,125						93,833
Deferred tax (benefit) expense:
U.S. federal			(21,337)						(4,640)						(7,206)
State and local			(10,108)						3,156						(13,121)
Foreign			(4,232)						(33,389)						(22,673)
Total deferred			(35,677)						(34,873)						(43,000)
Total current and deferred			226,592						183,252						50,833
(Expense) benefit relating to interest rate swaps used to increase equity			(5,569)						(7,281)						8,257
Benefit from stock transactions with employees used to increase equity			66						78						56
Benefit relating to defined-benefit pension adjustments used to increase equity			(1,693)						261						242
Total tax expense			$	219,396					$	176,310					$	59,388

The components of long-term deferred tax assets (liabilities) are summarized in the table below (in thousands).

			December 31,
			2022						2021
Accrued liabilities			$	72,610					$	90,384
Operating leases			63,289						60,226
Intangible assets			35,803						—
Loss and credit carryforwards			37,978						31,662
Assets relating to equity compensation			19,299						15,863
Other assets			16,638						12,195
Gross deferred tax assets			245,617						210,330
Valuation allowance			(152,808)						(23,331)
Net deferred tax assets			92,809						186,999
Property, equipment and leasehold improvements			(1,856)						(14,576)
Intangible assets			—						(123,523)
Prepaid expenses			(69,230)						(70,149)
Other liabilities			(22,936)						(20,536)
Gross deferred tax liabilities			(94,022)						(228,784)
Net deferred tax liabilities			$	(1,213)					$	(41,785)

Net deferred tax assets and net deferred tax liabilities were $138.3 million and $139.5 million as of December 31, 2022, respectively, and $140.0 million and $181.8 million as of December 31, 2021, respectively. These amounts are reported in Other assets and Other liabilities in the Consolidated Balance Sheets. Management has concluded it is more likely than not that the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the deferred tax assets, net of the valuation allowance at December 31, 2022.

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

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

As of December 31, 2022, the Company had state and local tax net operating loss carryforwards of $17.6 million, of which $7.4 million expires within six to fifteen years and $10.2 million expires within sixteen to twenty years. The Company also had state tax credits of $8.0 million, a majority of which will expire in five to six years. As of December 31, 2022, the Company had non-U.S. net operating loss carryforwards of $2.1 million, of which $0.1 million expires over the next 20 years and $2.0 million can be carried forward indefinitely. In addition, the Company also had foreign tax credit carryforwards of $19.7 million, all of which will expire between 2028 and 2032. These amounts have been reduced for associated unrecognized tax benefits, consistent with ASU No. 2013-11, “Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.”

The items comprising the differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate on income before income taxes for the years ended December 31 are summarized in the table below.

			2022						2021						2020
Statutory tax rate			21.0		%				21.0		%				21.0		%
State income taxes, net of federal benefit			2.4						2.8						1.7
Effect of non-U.S. operations			(2.0)						(3.4)						(1.8)
Intercompany sale of intellectual property			—						(5.6)						(8.7)
Net activity in recognized tax benefits			(1.1)						1.3						6.4
Law changes			—						1.3						1.8
Stock-based compensation expense			(2.0)						(2.0)						(2.8)
Limitation on executive compensation			1.4						1.7						1.3
Global intangible low-taxed income, net of foreign tax credits			1.9						1.7						1.4
Foreign-derived intangible income			(0.4)						(0.3)						(0.8)
Other items, net			0.2						(0.3)						(1.3)
Effective tax rate			21.4		%				18.2		%				18.2		%

The Company completed intercompany sales of certain intellectual property in 2021 and 2020. As a result, the Company recorded net tax benefits of approximately $54.1 million and $28.3 million during 2021 and 2020, respectively. These benefits represent the value of future tax deductions for amortization of the assets in the acquiring jurisdiction, net of any tax recognized in the selling jurisdiction. The Company’s intellectual property footprint continues to evolve and may result in tax rate volatility in the future.

As of December 31, 2022 and 2021, the Company had gross unrecognized tax benefits of $137.2 million and $150.0 million, respectively. The decrease is primarily due to releases for expiration of statutes. The gross unrecognized tax benefits at December 31, 2022 related primarily to transfer pricing on intercompany transactions, the exclusion of stock-based compensation expense from the Company’s cost sharing agreement, and the ability to realize certain refund claims. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $11.7 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

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

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

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

			2022						2021
Beginning balance			$	150,024					$	127,080
Additions based on tax positions related to the current year			10,989						29,636
Additions for tax positions of prior years			12,153						2,756
Reductions for tax positions of prior years			(485)						(4,592)
Reductions for expiration of statutes			(30,817)						(3,240)
Settlements			(2,177)						(147)
Change in foreign currency exchange rates			(2,460)						(1,469)
Ending balance			$	137,227					$	150,024

The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision. As of December 31, 2022 and 2021, the Company had $16.3 million and $14.3 million, respectively, of accrued interest and penalties related to gross unrecognized tax benefits. These amounts are in addition to the gross unrecognized tax benefits disclosed above. The total amount of interest and penalties recognized in the income tax provision during 2022 and 2021 was $2.4 million and $4.2 million, respectively.

The number of years with open statutes of limitation varies depending on the tax jurisdiction. The Company’s statutes are open with respect to the U.S. federal jurisdiction for 2019 and forward, India for 2005 and forward, and Ireland for 2018 and forward. For other major taxing jurisdictions, including U.S. states, the United Kingdom, Canada, Japan, Cyprus, and France, the Company’s statutes vary and are open as far back as 2012.

The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, to be effective as of January 2024. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. In December 2022, South Korea enacted new global minimum tax rules to align with Pillar Two. The enactment of Pillar Two legislation could have a material adverse effect on the Company's effective tax rate, financial position, results of operations, and cash flows. The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.

Under U.S. GAAP, no provision for income taxes that may result from the remittance of earnings held overseas is required if the Company has the ability and intent to indefinitely reinvest such funds overseas. The Company continues to assert its intention to reinvest all accumulated undistributed foreign earnings in its non-U.S. operations, except in instances where the repatriation of those earnings would result in minimal additional tax. Consequently, the Company has not recognized income tax expense that would result from the remittance of those earnings. The accumulated undistributed earnings of non-U.S. subsidiaries were approximately $120.3 million as of December 31, 2022.

Note 13 — Derivatives and Hedging

The Company enters into a limited number of derivative contracts to mitigate the cash flow risk associated with changes in interest rates on variable-rate debt and changes in foreign exchange rates on forecasted foreign currency transactions. The Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value. The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).

December 31, 2022

Derivative Contract Type						Number of Contracts						Notional Amounts						Fair Value Asset (Liability), Net (3)						Balance Sheet Line Item						Unrealized Loss Recorded in AOCI/L
Interest rate swap (1)						1						$	350,000					$	3,952					Other assets						$	(39,248)
																		6,346						Other current assets
Foreign currency forwards (2)						138						687,763						625						Other current assets						—
Total						139						$	1,037,763					$	10,923											$	(39,248)

December 31, 2021

Derivative Contract Type						Number of Contracts						Notional Amounts						Fair Value Asset (Liability), Net (3)						Balance Sheet Line Item						Unrealized Loss Recorded in AOCI/L
Interest rate swaps (1)						4						$	1,400,000					$	(31,942)					Other liabilities						$	(56,323)
																		(21,795)						Accrued liabilities
Foreign currency forwards (2)						138						533,506						(91)						Accrued liabilities						—
Total						142						$	1,933,506					$	(53,828)											$	(56,323)

(1)As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company de-designated all of its interest rate swaps effective June 30, 2020. Accordingly, hedge accounting is not applicable, and subsequent changes to fair value of the interest rate swaps are recorded in Other income (expense), net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged forecasted interest payments. Note 6 — Debt provides additional information regarding the Company’s interest rate swap contracts.

(2)The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income (expense), net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at December 31, 2022 matured before January 31, 2023.

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

At December 31, 2022, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the Consolidated Statements of Operations for derivative contracts for the years ended December 31 (in thousands).

Amount Recorded In						2022						2021						2020
Interest expense, net (1)						$	22,643					$	29,061					$	24,880
Other (income) expense, net (2)						(20,397)						(18,844)						22,300
Total expense, net						$	2,246					$	10,217					$	47,180

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

(2)Consists of net realized and unrealized gains and losses on foreign currency forward contracts, gains and losses on de-designated interest rate swaps. For the year ended December 31, 2020, Other (income) expense, net included $10.3 million expense on interest rate swap contracts due to forecasted interest payments no longer being probable as a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.

.

Note 14 — Fair Value Disclosures

The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities.

The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are recorded gross in the Consolidated Balance Sheets.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. Generally, the Company does not utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company when certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. Additionally, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 1 — Business and Significant Accounting Policies. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.

The table below presents the fair value of certain financial assets and liabilities that are recorded at fair value and measured on a recurring basis in the Company’s Consolidated Balance Sheets (in thousands).

						December 31,
Description						2022						2021
Assets:
Values based on Level 1 inputs:
Deferred compensation plan assets (1)						$	6,065					$	7,428
Total Level 1 inputs						6,065						7,428
Values based on Level 2 inputs:
Deferred compensation plan assets (1)						84,318						96,627
Foreign currency forward contracts (2)						3,236						1,122
Interest rate swap contract (3)						10,298						—
Total Level 2 inputs						97,852						97,749
Total Assets						$	103,917					$	105,177
Liabilities:
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1)						$	96,641					$	110,861
Foreign currency forward contracts (2)						2,611						1,213
Interest rate swap contracts (3)						—						53,737
Total Level 2 inputs						99,252						165,811
Total Liabilities						$	99,252					$	165,811

(1)The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees (see Note 15 — Employee Benefits). The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts. The money market funds consist of cash equivalents while the mutual fund investments consist of publicly-traded and quoted equity shares. The Company considers the fair values of these assets to be based on Level 1 inputs, and such assets had fair values of $6.1 million and $7.4 million as of December 31, 2022 and 2021, respectively. The carrying amounts of the life insurance contracts equal their cash surrender values. Cash

surrender value represents the estimated amount that the Company would receive upon termination of a contract, which approximates fair value. The Company considers life insurance contracts to be valued based on Level 2 inputs, and such assets had fair values of $84.3 million and $96.6 million at December 31, 2022 and 2021, respectively. The related deferred compensation plan liabilities are recorded at fair value, or the estimated amount needed to settle the liability, which the Company considers to be a Level 2 input.

(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 13 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.

(3)The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 6 — Debt). The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-party broker. Those valuations are based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.

The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in the Company’s Consolidated Balance Sheets (in thousands). The estimated fair value of the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.

						Carrying Amount												Fair Value
						December 31,												December 31,
Description						2022						2021						2022						2021
2028 Notes						$	792,934					$	791,833					$	740,864					$	836,632
2029 Notes						593,951						593,139						523,842						608,346
2030 Notes						792,324						791,491						688,856						816,208
Total						$	2,179,209					$	2,176,463					$	1,953,562					$	2,261,186

Assets Measured at Fair Value on a Nonrecurring Basis

The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. During the years ended December 31, 2022 and December 31, 2021, the Company recorded impairment charges of $54.0 million and $49.5 million, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used, net of a reduction in the related lease liabilities. The impairment was derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs. See Note 7 — Leases for additional discussion related to these impairment charges. There were no impairment charges recognized during the year ended December 31, 2020.

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

Note 15 — Employee Benefits

Defined contribution plans. The Company has savings and investment plans (the “401(k) Plans”) covering substantially all U.S. employees. Company contributions are based on the level of employee contributions, up to a maximum of 4% of an employee’s eligible salary, subject to an annual maximum. For 2022, the maximum Company match was $7,200. Amounts expensed in connection with the 401(k) Plans totaled $50.4 million, $44.1 million and $43.9 million in 2022, 2021 and 2020, respectively.

Deferred compensation plans. The Company has supplemental deferred compensation plans for the benefit of certain highly compensated officers, managers and other key employees. The plans’ investment assets are recorded at fair value in Other assets on the Consolidated Balance Sheets. The value of those assets was $90.4 million and $104.1 million at December 31, 2022 and 2021, respectively (see Note 14 — Fair Value Disclosures for fair value information). The related deferred compensation plan liabilities, which were $96.6 million and $110.9 million at December 31, 2022 and 2021, respectively, are carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the employees. Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated

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

Defined benefit pension plans. The Company has defined benefit pension plans at several of its international locations. Benefits earned and paid under those plans are generally based on years of service and level of employee compensation. The Company’s vested benefit obligation is the actuarial present value of the vested benefits to which an employee is entitled based on the employee’s expected date of separation or retirement. The Company’s defined benefit pension plans are accounted for in accordance with FASB ASC Topics 715 and 960. The table below presents the components of the Company’s defined benefit pension plan expense for the years ended December 31 (in thousands). The components of pension expense, other than service cost, are recorded in Other income (expense), net in the Consolidated Statements of Operations.

			2022						2021						2020
Service cost			$	4,173					$	4,511					$	4,421
Interest cost			709						605						718
Expected return on plan assets			(459)						(350)						(493)
Recognition of actuarial loss			264						576						474
Recognition of loss due to settlements			—						286						—
Other			501						—						—
Total defined benefit pension plan expense			$	5,188					$	5,628					$	5,120

The table below presents the key assumptions used in the computation of pension expense for the years ended December 31.

			2022						2021						2020
Weighted average discount rate (1)			1.24		%				0.94		%				1.28		%
Expected return on plan assets			1.58		%				1.19		%				2.04		%
Average compensation increase			2.57		%				2.58		%				2.58		%
Cash balance interest credit rate			1.20		%				0.80		%				1.20		%

(1)Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant country with a duration consistent with the expected term of the underlying pension obligations.

The table below provides information regarding changes in the projected benefit obligation of the Company’s defined benefit pension plans for the years ended December 31 (in thousands).

			2022						2021						2020
Projected benefit obligation at beginning of year			$	57,973					$	62,297					$	52,503
Service cost			4,173						4,511						4,421
Interest cost			709						605						718
Actuarial (gain) loss due to assumption changes and plan experience (1)			(7,318)						(2,230)						1,516
Benefits payments (2)			(1,225)						(1,198)						(1,438)
Plan amendments			—						269						—
Settlements			—						(1,606)						—
Other			5,685						—						—
Foreign currency impact			(4,686)						(4,675)						4,577
Projected benefit obligation at end of year (3)			$	55,311					$	57,973					$	62,297

The table below presents the key assumptions used in determining the projected benefit obligations at December 31.

			2022						2021						2020
Weighted average discount rate (4)			3.67		%				1.24		%				0.94		%
Average compensation increase			3.37		%				2.57		%				2.58		%
Cash balance interest credit rate			3.60		%				1.20		%				0.80		%

(1)The actuarial (gain) losses were primarily due to changes in the weighted average discount rate assumption.

(2)The Company projects benefit payments will be made in future years directly to plan participants as follows: $2.4 million in 2023; $2.6 million in 2024; $3.0 million in 2025; $3.3 million in 2026; $3.9 million in 2027; and $25.5 million in total in the five years thereafter.

(3)Measured as of December 31.

(4)Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant country with a duration consistent with the expected term of the underlying pension obligations.

The tables below provide information regarding the funded status of the Company’s defined benefit pension plans and the related amounts recorded in the Consolidated Balance Sheets as of December 31 (in thousands).

Funded status of the plans			2022						2021						2020
Projected benefit obligation			$	55,311					$	57,973					$	62,297
Pension plan assets at fair value (1)			(27,798)						(29,737)						(28,636)
Funded status – shortfall (2)			$	27,513					$	28,236					$	33,661
Accumulated benefit obligation			$	50,335					$	54,701					$	58,963
Amounts recorded in the Consolidated Balance Sheets for the plans
Other liabilities – accrued pension obligation (2)			$	27,513					$	28,236					$	33,661
Stockholders’ equity – deferred actuarial loss (3)			$	(4,247)					$	(6,672)					$	(9,309)

(1)The pension plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high-quality government and corporate bonds, and other investments. The assets are primarily valued based on Level 1 and Level 2 inputs under the fair value hierarchy in FASB ASC Topic 820, with the majority of the invested assets considered to be of low-to-medium investment risk. The Company projects a future long-term rate of return on these plan assets of 3.90%, which it believes is reasonable based on the composition of the assets and both current and projected market conditions. Additional information regarding pension plan asset activity is provided below.

(2)Funded status – shortfall represents the amount of the projected benefit obligation that the Company has not funded with a third-party trustee. These liabilities of the Company are recorded in Other liabilities on the Consolidated Balance Sheets. The level of future contributions by the Company will vary and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.

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

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

			2022						2021						2020
Pension plan assets at the beginning of the year			$	29,737					$	28,636					$	23,444
Company contributions			4,450						4,865						3,924
Benefit payments			(1,225)						(1,198)						(1,438)
Actual return on plan assets			(3,072)						1,066						684
Settlements			—						(1,606)						—
Foreign currency impact			(2,092)						(2,026)						2,022
Pension plan assets at the end of the year			$	27,798					$	29,737					$	28,636

The Company also has a reinsurance asset arrangement with a large international insurance company that is intended to fund benefit payments for one of its plans. The reinsurance asset is not a pension plan asset but is an asset of the Company. At December 31, 2022 and 2021, the reinsurance asset was recorded at its cash surrender value of $9.1 million and $9.5 million, respectively, and recorded in Other assets on the Consolidated Balance Sheets. The Company believes that cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value hierarchy in FASB ASC Topic 820.

Note 16 — Segment Information

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

• Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

• Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.

• Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the table below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate tangible assets, including capital expenditures, by reportable segment. Accordingly, tangible assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

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

The tables below present information about the Company’s reportable segments for the years ended December 31 (in thousands).

			Research						Conferences						Consulting						Consolidated
2022
Revenues			$	4,604,791					$	389,273					$	481,782					$	5,475,846
Gross contribution			3,414,574						210,726						189,834						3,815,134
Corporate and other expenses																					(2,715,028)
Operating income																					$	1,100,106
2021
Revenues			$	4,101,392					$	214,449					$	418,121					$	4,733,962
Gross contribution			3,036,925						133,748						158,843						3,329,516
Corporate and other expenses																					(2,413,765)
Operating income																					$	915,751
2020
Revenues			$	3,602,892					$	120,140					$	376,371					$	4,099,403
Gross contribution			2,597,852						57,302						115,744						2,770,898
Corporate and other expenses																					(2,280,748)
Operating income																					$	490,150

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

						2022						2021						2020
Total segment gross contribution						$	3,815,134					$	3,329,516					$	2,770,898
Costs and expenses:
Cost of services and product development - unallocated (1)						33,059						39,647						16,519
Selling, general and administrative						2,480,944						2,155,658						2,038,963
Depreciation and amortization						191,946						212,405						218,984
Acquisition and integration charges						9,079						6,055						6,282
Operating income						1,100,106						915,751						490,150
Interest expense and other, net						(72,911)						(98,191)						(119,203)
Gain on event cancellation insurance claims						—						152,310						—
Loss on extinguishment of debt						—						—						(44,814)
Less: Provision for income taxes						219,396						176,310						59,388
Net income						$	807,799					$	793,560					$	266,745

(1)The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100% of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate.

Disaggregated revenue information by reportable segment for the three years ended December 31, 2022 is presented in Note 9 — Revenue and Related Matters. Long-lived asset information by geographic location as of December 31 is summarized in the table below (in thousands).

			2022						2021
Long-lived assets (1):
United States and Canada			$	622,993					$	706,854
Europe, Middle East and Africa			252,573						298,083
Other International			123,138						125,572
Total long-lived assets			$	998,704					$	1,130,509

(1)Excludes goodwill and intangible assets for all dates.

Note 17 — Contingencies

Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. The Company records a provision for pending litigation in its consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.

Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of December 31, 2022, the Company did not have any material payment obligations under any such indemnification agreements.

Note 18 — Valuation and Qualifying Accounts

The Company maintains an allowance for bad debt. The table below summarizes the activity in the Company’s allowance for losses for the years ended December 31 (in thousands).

			Balance at Beginning of Year						Additions Charged to Expense						Deductions from the Reserve						Balance at End of Year
2022			$	6,500					$	7,800					$	(5,300)					$	9,000
2021			$	10,000					$	2,800					$	(6,300)					$	6,500
2020			$	8,000					$	16,000					$	(14,000)					$	10,000

Note 19 — Subsequent Event

On February 2, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $400.0 million of Gartner's common stock. This authorization is in addition to the previously authorized repurchases of up to $3.8 billion, which as of the end of January 2023 had approximately $606.0 million remaining.