Gartner (IT) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
Item 1A48 rewritten43 added48 removed156 unchanged
All filing items280 rewritten1,744 added1,721 removed598 unchanged
Summary
counted, not written
- Item 1A lists 16 risk factor headings: 2 new, 1 reworded and 13 unchanged since FY2022. 1 heading from FY2022 no longer appears.
- Sentence by sentence, 1,744 added, 1,721 removed, 280 rewritten and 598 unchanged across 18 items that differ.
- New this year: Item 1C. CYBERSECURITY..
- Not in this year's filing: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES..
New Item 1A headings (2)
- rise to or amplify many of these risks discussed below. Risks in this section are grouped in the following categories: (1) strategic and operational risks; (2) macroeconomic and industry risks; and (3) legal and regulatory risks. Many risks affect more than one category, and the risks are not in order of significance or probability of occurrence because they have been grouped by categories.
- Uncertainty in the development, deployment, and use of AI in our platform and products and by our customers and competitors may result in harm to our business and reputation.AI
Removed Item 1A headings (1)
- The COVID-19 pandemic had a material adverse impact on our operations and financial performance, specifically our Conferences segment, and may continue to have an adverse impact on our operations.
Reworded Item 1A headings (1)
- Privacy concerns could damage our reputation and deter current and potential clients from using our products and
[removed: services or attending our conferences.][added: services.]
A heading is new when no FY2022 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS.
48 rewritten, 43 added, 48 removed, 156 unchanged
In addition to the effects of the global economic and geopolitical climate on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic and geopolitical climate may [removed: give rise to or amplify many of these risks discussed below.][added: give*]
Risks in this section are grouped in the following categories: (1) strategic and operational risks; (2) macroeconomic and industry risks; [added: and] (3) legal and regulatory [removed: risks; and (4) risks related to our Common Stock.][added: risks.]
Any failure to continue to provide credible and reliable information and [removed: advice] [added: insight] that is useful to our clients could have a material adverse effect on future business and operating results.
Nonetheless, to maintain our competitive position, we must continue to anticipate the needs of our clients, develop, [removed: enhance] [added: enhance, protect,] and improve our existing products, as well as new products and services to address those needs, deliver all products and services in a timely, user-friendly and state of the art manner, and appropriately position and price new products and services relative to the marketplace and our costs of developing them.
*Technology is rapidly evolving, and if we do not continue to develop new product and service offerings in response to these changes, our business could suffer.* Disruptive technologies, including in areas of artificial intelligence [added: (“AI”)] and machine learning, are rapidly changing the environment in which we, our clients, and our competitors operate and could affect the nature of how we generate revenue.
However, we may not be successful in responding to these forces and enhancing our product and service offerings on a timely [removed: basis,] [added: basis or in a cost-efficient manner,] and any enhancements we develop may not adequately address the changing needs of our clients.
These products and services constituted approximately 76% [removed: and 79%] of total revenues from our [removed: on-going] operations for [removed: 2022] [added: both 2023] and [removed: 2021, respectively.][added: 2022.]
- delivering high-quality and timely analysis and [removed: advice] [added: insight] to our clients;
While our Research client retention rate was [removed: 86%] [added: 84% and 86.3%] for [removed: both 2022] [added: 2023] and [removed: 2021,] [added: 2022, respectively,] there can be no guarantee that we will continue to maintain this rate of client renewals.
[added: *The profitability and success of our conferences and other meetings are subject to external factors beyond our control.*] The market for desirable dates and locations for our activities has historically been highly competitive.
Our event cancellation [removed: insurance, including] [added: insurance included] a two-year policy covering destination conferences during 2020 and 2021 and a policy covering Evanta conferences during [removed: 2020, provided up to $170 million in coverage for 2020 cancellations with the right to reinstate the policy limits one time if those limits are utilized.][added: 2020.]
[removed: The] [added: However, the] insurer has contested our right to reinstate the limits and [removed: to] use [added: the] reinstated limits to cover [added: additional] losses resulting from [added: 2020] conferences cancelled due to COVID-19.
Gartner's two-year event cancellation policy also covered events that were planned for 2021 but cancelled, with limits of $150 million with the right to reinstate up to that amount [removed: one time] if the initial limits are [removed: inadequate.][added: inadequate to cover the loss.]
The insurer has contested all coverage for events [removed: cancelled in] [added: that were planned for] 2021 [added: but were cancelled] due to [removed: COVID-19.][added: COVID-19, as well as Gartner’s right to reinstate the policy limits.]
[removed: In 2022, Gartner] [added: We are] also [removed: commenced] [added: the plaintiff in] litigation [removed: against] [added: with] the insurance broker [removed: who] [added: that] negotiated and procured our event cancellation insurance.
[removed: It] [added: Although document discovery in our cases against the insurer and insurance broker] is [removed: difficult to] [added: continuing, we cannot] predict how long it will take to resolve these [removed: lawsuits and] [added: lawsuits, whether we will be successful or] the [added: impact the] resolution could [removed: affect] [added: have on] our financial results.
Our insurance coverage for [removed: 2022] [added: 2023] (and likely beyond) excludes coverage for cancellations due to communicable diseases.
*Our Consulting business depends on non-recurring engagements and our failure to secure new* *engagements could lead to a decrease in our revenues.* Consulting segment revenues constituted approximately 9% of total revenues from our on-going operations in both [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
[removed: In addition, revenue] from our contract optimization business can fluctuate significantly from period to period and is not predictable.
We face competition for qualified professionals from, among others, technology companies, market research firms, consulting firms, financial services companies and electronic and print media companies, some of which have [added: significant financial resources and] a [removed: greater ability] [added: willingness] to [added: deploy those resources to] attract and compensate these professionals.
We face risks related to global [added: and industry-specific] labor shortages, and competitive markets [removed: have increased] [added: can increase] attrition throughout our sector.
An inability to retain key personnel or to hire and train additional qualified personnel could materially adversely affect the quality of our products and services, as well as our future business and operating [removed: results or stock price.][added: results.]
Despite our efforts to protect our intellectual property rights, [removed: unauthorized] third parties may obtain [removed: and use] [added: unauthorized access to our intellectual property,] technology or other information that we regard as proprietary.
[removed: The] [added: Further, the] laws and enforcement mechanisms of certain countries, particularly in emerging markets, do not protect our proprietary rights to the same extent as the laws of the United States.
Conducting business in certain foreign jurisdictions may require accepting compromised protections or yielding of rights to technology, data or intellectual property [removed: rights] in order to access those markets.
[removed: Our] [added: Additionally, our] employees are subject to restrictive covenant agreements (which include provisions related to employees’ ability to compete and solicit customers and employees) and assignment of invention agreements, to the extent permitted under applicable law.
If a former employee violates the provisions of the restrictive covenant agreement, we seek to enforce the restrictions but there is no assurance that we will be successful in our [removed: efforts.][added: efforts, and enforceability of certain restrictive covenants may decrease significantly]
*Privacy concerns could damage our reputation and deter current and potential clients from using our products and [removed: services or attending our conferences.*] [added: services.*] Concerns relating to global data privacy have the potential to damage our reputation and deter current and prospective clients from using our products and services or attending our conferences.
Any [removed: systems failure] [added: system] or [added: process failure, or] compromise of our security that results in the disclosure of our users’ personal [removed: data] [added: data,] could seriously limit the consumption of our products and services and the attendance at our conferences, as well as harm our reputation and brand and, therefore, our business.
We have implemented various security controls to [removed: both] meet our security obligations, while also defending against constantly evolving security threats.
As a result of [removed: transitioning to] [added: operating in] a [removed: virtual-first hybrid, remote-work] [added: hybrid work] environment, most of our employees are working [removed: remotely,] [added: virtually for a period of time,] which magnifies the importance of the integrity of our remote access security measures.
Additionally, the security compliance landscape continues to evolve, requiring us to stay apprised of changes in cybersecurity [added: and data privacy] laws, regulations, and security requirements required by our clients, such as the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the Brazilian General Data Protection Law (LGPD), the Chinese Cybersecurity, Data Security and Personal Information Protection laws (and other new and proposed data protection laws), International Organization for Standardization (ISO), and National Institute of Standards and Technology (NIST).
[removed: *We have grown, and may continue to grow, through acquisitions] [added: *Our acquisitions, dispositions,] and strategic* *investments, [removed: which could] involve substantial risks.* We have made and may continue to make acquisitions of, or significant investments in, businesses that offer complementary products and services or otherwise support our growth objectives.
The risks involved in each acquisition or investment include the possibility of paying more than the value we derive from the acquisition, dilution of the interests of our current stockholders should we issue stock in the acquisition, decreased working capital, increased indebtedness, the assumption of undisclosed liabilities and unknown and unforeseen risks, the ability to retain key personnel of the acquired company, the inability to [added: complete the transaction due to regulatory review, the inability to] integrate the business of the acquired company, increase revenue or fully realize anticipated synergies, [added: the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business.]
In [removed: Arlington,] [added: several locations,] we have consolidated [removed: all] our [removed: businesses into a single building] [added: operations] and [removed: have] sublet substantially all [removed: of] the excess [removed: space in our other properties.][added: space.]
To accommodate our growth going forward, we have moved to a global hoteling model to better manage our footprint and operating expenses, and will secure new space when the opportunities and [removed: need] [added: needs] arise.
At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] approximately [removed: $932 million] [added: $1.0 billion] and [removed: $790] [added: $932] million, respectively, of our outstanding revenue contracts were attributable to government entities.
*Our outstanding debt obligations could negatively impact our financial condition and future operating results.* As of December 31, [removed: 2022,] [added: 2023,] the Company had outstanding debt of [removed: $282] [added: $274] million under its 2020 term loan and revolving credit facility (the “2020 Credit Agreement”), $800 million of Senior Notes due 2028 (the “2028 Notes”), $600 million of Senior Notes due 2029 (the “2029 Notes”) and $800 million of Senior Notes due 2030 (the “2030 Notes”).
[added: The outstanding debt may limit the] amount of cash or additional credit available to us, which could restrain our ability to expand or enhance products and services, respond to competitive pressures or pursue future business opportunities requiring substantial investments of additional capital.
In addition, acts of civil unrest, failure of critical infrastructure, terrorism, armed [removed: conflict,] [added: conflict (including in the Middle East),] war (including the war in Ukraine), and abrupt political change, as well as responses by various governments and the international community to such acts, can have a negative effect on our business.
*rise to or amplify many of these risks discussed below.
Similarly, some of our content is exposed to the datasets leveraged by AI chatbots, and these chatbots may provide substantive content, either with or without contribution, in query responses to users which could reduce the need to enter our websites.
*Uncertainty in the development, deployment, and use of AI in our platform and products and by our customers and competitors may result in harm to our business and reputation.* We use, and may expand our use of, machine learning and AI technologies in some of our products, services, and processes.
Developing, testing, and deploying AI systems will require additional investment and increase our costs.
If we fail to keep pace with rapidly evolving AI technological developments, our competitive position and business results may be negatively impacted.
Moreover, the development, adoption, and use of generative AI technologies are still in their early stages, and ineffective or inadequate AI development or deployment practices by Gartner or third-party developers or vendors could result in unintended consequences.
For example, AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient.
Third parties may also be able to use AI to create technology that could reduce demand for our products.
Although prohibited, clients or others may load our proprietary information into large language models, which could reduce the value of our offerings.
In addition, the introduction of AI technologies, particularly generative AI, into new or existing offerings may result in new or expanded risks and liabilities, due to enhanced
governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality, data privacy or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.
This insurance included coverage for cancellations due to communicable diseases and enabled us to receive an amount up to the lost contribution margin per conference plus incurred expenses, as more specifically set forth in the policies’ provisions for calculating the amount of recoverable loss, and subject to the policies’ limits of liability.
These policies provided up to $170 million in coverage for 2020 cancellations with the right to reinstate the policy limits for the payment of additional premium if those limits are utilized, for a maximum recovery of $340 million.
The insurer has accepted and paid claims on the initial $170 million of 2020 coverage.
We are the plaintiff in litigation with the insurer and are seeking to reinstate the policy limits pursuant to the policies’ reinstatements of limits clause and recover up to an additional $170 million for events cancelled in 2020.
In addition, revenue
Additionally, the laws and enforcement mechanisms to protect our intellectual property from unauthorized use in new technologies like AI and machine learning are evolving and may be inadequate.
From time to time third parties have asserted, and may continue to assert, intellectual property claims that our products infringe the rights of others.
Such claims can be expensive and time-consuming to defend, regardless of their merit.
The inability to obtain rights to use third-party intellectual property on commercially reasonable terms could also have an adverse impact on our business.
We may face claims based on the theft or unauthorized use or disclosure of third-party trade secrets and other confidential business information.
Any such incidents and claims could harm our business and reputation, cause us to incur significant expenses, and prevent us from selling certain products, all of which could negatively impact our business and results of operations.
due to recent regulatory scrutiny in the U.S. If the laws change to provide greater rights to employees, that could further reduce the effectiveness and enforceability of our restrictive covenant agreements.
Cyber criminals use artificial intelligence tools to increase the effectiveness, speed and complexity of attacks, requiring increased vigilance and threat defense.
Our dispositions involve additional risks and uncertainties, such as ability to sell such businesses on satisfactory price and terms and in a timely manner, or at all, disruption to other parts of the businesses and distraction of management, allocation of internal resources that would otherwise be devoted to completing strategic acquisitions, loss of key employees or customers, and exposure to unanticipated liabilities or ongoing obligations to support the businesses following such dispositions, and other adverse financial impacts.
*We face risks related to leased office space.* We lease all the properties used for our ongoing business operations.
Additionally, tariffs, trade barriers
In its recent report, Global Economics Prospects, January 2024, the World Bank reported that global growth is projected to slow to 2.4% in 2024—the third consecutive year of deceleration—reflecting the lagged and ongoing effects of tight monetary policies to rein in decades-high inflation, restrictive credit conditions, and anemic global trade and investment.
The report also notes that downside risks to the outlook predominate.
The recent conflict in the Middle East, coming on top of the Russian invasion of Ukraine, has heightened geopolitical risks.
Conflict escalation could lead to surging energy prices, with broader implications for global activity and inflation.
Other risks highlighted in the report include financial stress related to elevated real interest rates, persistent inflation, weaker-than-expected growth in China, further trade fragmentation, and climate change-related disasters.
The World Bank notes that the expected growth rates for 2024 and 2025 would be far below the 3.1% average of the 2010s.
Additionally, scarcity of fuel and/or rising green energy costs may increase our operations costs or affect client travel to our Conferences.
The SBTi has
approved Gartner’s near-term science-based emissions reductions targets.
In addition, standards and processes for measuring and reporting carbon emissions and other sustainability metrics may change over time, and may result in inconsistent data, or could result in significant revisions to our strategies and targets, or our ability to achieve them.
In May 2023, Gartner entered into a settlement agreement with the SEC, without admitting or denying the SEC’s allegations, which fully resolved this matter.
In December 2022, the European Union adopted a directive requiring member states to incorporate similar provisions into their domestic laws, to be effective as of January 2024 and January 2025.
In 2023, the OECD issued administrative guidance providing transition and safe harbor rules that may effectively delay the application of these legislative changes in certain countries until January 2027.
*The profitability and success of our conferences and other meetings are subject to external factors beyond our control.* Our Conferences business constituted approximately 7% and 5% of total revenues from our on-going operations in 2022 and 2021, respectively.
As a result of the COVID-19 pandemic, we cancelled in-person conferences scheduled for 2020 beginning in late February/early March 2020.
We began holding virtual conferences during the second half of 2020.
These virtual conferences resulted in significantly less revenue and gross contribution, but we believe aided in client retention and engagement.
We had planned in-person conferences for 2021, but cancelled those conferences due to the ongoing pandemic.
We re-launched in-person destination conferences during the second quarter of 2022 and expect to focus on in-person destination conferences in future periods as conditions permit.
Although we have returned to offering some in-person conferences, our Conferences revenues may continue to be negatively impacted if in-person conferences are not permitted to be held in the jurisdictions of the conference venues, if client policies prohibit or restrict business travel or if there are public health concerns for attendees, exhibitors or our employees.
We are in litigation with the insurer on these issues.
In 2021, we received $166.9 million of insurance proceeds related to 2020 event cancellation claims and recorded a gain of $152.3 million.
We received an additional $3.1 million related to 2020 event cancellation insurance claims in February 2023.
In its lawsuit against the insurer, Gartner is seeking to reinstate and recover up to an additional $20 million for cancelled 2020 Evanta meetings and to reinstate and recover up to an additional $150 million in losses from cancelled 2020 destination conferences.
Additionally, as a result of the COVID-19 pandemic, the vast majority of our employees transitioned to working from home.
In early 2022, we began to operate under a hybrid virtual-first working environment, meaning that most of our employees have the option to work remotely at least some of the time for the foreseeable future.
The hybrid working environment may impair our ability to maintain our culture of collaboration and continuous improvement, and may cause disruptions among our employees, including lost productivity, communication challenges and, potentially, employee dissatisfaction and attrition.
Additionally, there can be no assurance that another party will not assert that we have infringed its intellectual property rights.
the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business.
*We face risks related to leased office space.* We assumed a significant amount of leased office space, in particular in Arlington, Virginia, in connection with the acquisition of CEB Inc. in 2017.
Additionally, the long-term impact of responses to COVID-19 on leased office space availability and rental costs of leased office space is not yet known.
The outstanding debt may limit the
In addition, variable-rate borrowings under our 2020 Credit Agreement typically use LIBOR as a benchmark based on market participant judgments for establishing the rate of interest.
We expect LIBOR to disappear entirely after June 2023 for rates applicable to the 2020 Credit Agreement and our existing derivatives contracts.
The Alternative Reference Rates Committee (ARRC), which was convened by the Federal Reserve Board and the New York Fed, has identified the Secured Overnight Financing Rate (SOFR) as the recommended risk-free alternative rate for USD LIBOR.
The future consequences of a transition away from LIBOR on our variable-rate borrowings, including the possible transition to rates based on observable transactions, such as SOFR, cannot be predicted at this time, but could include an increase in the cost of our variable-rate indebtedness and volatility in our earnings.
In addition, the withdrawal of nations from existing common markets or trading blocs, such as the exit of the United Kingdom (UK) from the European Union (the EU), commonly referred to as Brexit, could be disruptive and negatively impact the business of our clients.
We continue to monitor Brexit and its potential impacts on our results of operations and financial condition.
Depending on the application of the terms of the trade and cooperation agreement, there could be near or long-term negative impacts on our clients who have significant operations in the UK.
This may cause clients in the UK to forgo new purchases, and decrease renewals of subscription-based services and to request to cancel or renegotiate current subscription-based services.
The impact of any of these effects of Brexit, among others, could materially harm our business and financial results.
In its recent report, Global Economics Prospects, January 2023, the World Bank reported that
global growth is projected to decelerate sharply in 2023, to its third weakest pace in nearly three decades, overshadowed only by the 2009 and 2020 global recessions.
According to the World Bank, this reflects policy tightening aimed at containing very high inflation, worsening financial conditions, and continued disruptions from Russia’s invasion of Ukraine.
The report also notes that further negative shocks – such as higher inflation, even tighter policy, financial stress, deeper weakness in major economies, or rising geopolitical tensions – could push the global economy into recession.
*The COVID-19 pandemic had a material adverse impact on our operations and financial performance, specifically our Conferences segment, and may continue to have an adverse impact on our operations.* We face challenges from evolving factors related to the COVID-19 pandemic that are not within our control, remain uncertain and to which we may not effectively respond.
For example, our operations span numerous locations around the world, and many local governments and countries may impose various restrictions on our employees, partners and customers’ physical movement to limit the spread of COVID-19.
These restrictions are constantly changing, and we cannot predict how long and to what extent they will continue.
We also face increased operational hurdles as we make efforts to promote employee health and safety, including limiting travel and implementing a hybrid virtual-first work policy, meaning that most of our employees will have the option to work remotely at least some of the time, for the foreseeable future.
Additionally, for the continuing risks we face in our Conferences segment related to COVID-19, please refer above to the risk factor *“The profitability and success of our conferences and other meetings are subject to external factors beyond our control.”*
Since that time, we have cooperated fully with their review, and we are working toward a resolution.
At this time, we do not believe the ultimate outcome of these matters will have a material effect on our financial results, however, an unexpected adverse resolution of these matters could negatively impact our financial condition, results of operations, and liquidity.
Tax reform legislation is being proposed or enacted in a number of jurisdictions where we do business.
An excerpt. Shown here: 40 of 48 rewritten, 40 of 43 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS. in the FY2023 filing and the FY2022 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
128 rewritten, 48 added, 66 removed, 174 unchanged
This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed discussion comparing [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] refer to those headings under Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]
Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: the impact of general economic conditions, including inflation (and related monetary policy by governments in response to inflation), on economic activity and our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and access to capital; the impact of global economic and geopolitical conditions, including inflation, [removed: recession] and [removed: the COVID-19 pandemic;] [added: recession;] our ability to carry out our strategic initiatives and manage associated costs; our ability to recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter; our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of [removed: increasing] labor competition; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; [added: our ability to keep pace with technological developments in artificial intelligence;] additional risks associated with international operations, including foreign currency fluctuations; the impact on our business resulting from changes in international conditions, including those resulting from the [added: conflict in the Middle East, the] war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; cybersecurity incidents; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our ability to meet ESG commitments; the impact of changes in tax policy (including [removed: the recently enacted Inflation Reduction Act of 2022)] [added: global minimum tax legislation)] and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties.
[removed: Forward-looking statements in this Annual Report on Form 10-K speak] only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents.
We are a trusted advisor and an objective resource for [removed: more than] [added: close to] 15,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.
TalentNeuron [removed: is] [added: was] included in [removed: our] [added: the Company’s] Research segment.
[removed: On] [added: In] February [removed: 2,] 2023, we completed the sale of [removed: TalentNeuron] [added: a non-core business, TalentNeuron,] for approximately [removed: $164.0 million, prior to final working capital] [added: $161.1 million after considerations of post-close] adjustments.
We had total revenues of [removed: $5.5] [added: $5.9] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 16%] [added: 8%] compared to [removed: 2021] [added: 2022] on [added: both] a reported basis and [removed: 20%] excluding the foreign currency impact.
Net income increased to [removed: $807.8] [added: $882.5] million in [removed: 2022] [added: 2023] from [removed: $793.6] [added: $807.8] million in [removed: 2021] [added: 2022] and diluted earnings per share was [removed: $9.96] [added: $11.08] in [removed: 2022] [added: 2023] compared to [removed: $9.21] [added: $9.96] in [removed: 2021.][added: 2022.]
Research revenues increased to [removed: $4.6] [added: $4.9] billion in [removed: 2022,] [added: 2023,] an increase of [removed: 12%] [added: 6%] compared to [removed: 2021] [added: 2022] on [added: both] a reported basis and [removed: 16%] excluding the foreign currency impact.
The Research gross contribution margin was 74% in both [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]
Contract value was [removed: $4.7] [added: $4.8] billion at December 31, [removed: 2022,] [added: 2023,] an increase of [removed: 12%] [added: 8%] compared to December 31, [removed: 2021] [added: 2022] on a foreign currency neutral basis.
Conferences revenues increased to [removed: $389.3] [added: $505.2] million in [removed: 2022,] [added: 2023,] an increase of [removed: 82%] [added: 30%] compared to [removed: 2021] [added: 2022] on a reported basis and [removed: 90%] [added: 29%] excluding the foreign currency impact.
The Conferences gross contribution margin was [removed: 54%] [added: 50%] and [removed: 62%] [added: 54%] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
We held [removed: 25] [added: 47] in-person [removed: and 16 virtual] conferences in [removed: 2022,] [added: 2023,] and [removed: 39] [added: 25 in-person and 16] virtual conferences in [removed: 2021.][added: 2022.]
Consulting revenues increased to [removed: $481.8] [added: $514.7] million in [removed: 2022,] [added: 2023,] an increase of [removed: 15%] [added: 7%] compared to [removed: 2021] [added: 2022] on a reported basis and [removed: 22%] [added: 8%] excluding the foreign currency impact.
The Consulting gross contribution margin was [removed: 39%] [added: 35%] and [removed: 38%] [added: 39%] in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
Backlog was [removed: $139.7] [added: $162.1] million at December 31, [removed: 2022.][added: 2023.]
Cash provided by operating activities was [removed: $1.1] [added: $1.2] billion and [removed: $1.3] [added: $1.1] billion during [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.
As of December 31, [removed: 2022,] [added: 2023,] we had [removed: $698.0 million] [added: $1.3 billion] of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility.
During [removed: 2022,] [added: 2023,] we repurchased [removed: 3.8] [added: 1.8] million shares of the Company’s common stock for an aggregate purchase price of approximately [removed: $1.0] [added: $0.6] billion.
Accounting for income taxes — [removed: The Company uses] [added: We use] the asset and liability method of accounting for income taxes.
We estimate our income taxes in each of the jurisdictions where [removed: the Company operates.][added: we operate.]
[removed: The Company uses] [added: We use] estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions.
Accounting for stock-based compensation — [removed: The Company accounts] [added: We account] for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110.
[removed: The Company recognizes] [added: We recognize] stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service period.
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 [removed: the Company’s] [added: our] common stock price volatility.
As a result, if circumstances change and [removed: the Company deems] [added: we deem] it necessary in the future to modify the assumptions [removed: it] [added: we] made or to use different assumptions, or if the quantity and nature of [removed: the Company’s] [added: our] 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 period.
| | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |
| Cost of services and product development | | | | | | [removed: 1,693,771] [added: 1,903,240] | | | | | | [removed: 1,444,093] [added: 1,693,771] | | | | | | [removed: 249,678] [added: 209,469] | | | | | | [removed: 17] [added: 12] | | |
| Selling, general and administrative | | | | | | [removed: 2,480,944] [added: 2,701,542] | | | | | | [removed: 2,155,658] [added: 2,480,944] | | | | | | [removed: 325,286] [added: 220,598] | | | | | | [removed: 15] [added: 9] | | |
| Acquisition and integration charges | | | | | | [removed: 9,079] [added: 9,587] | | | | | | [removed: 6,055] [added: 9,079] | | | | | | [removed: 3,024] [added: 508] | | | | | | [removed: 50] [added: 6] | | |
| Interest expense, net | | | | | | [removed: (121,323)] [added: (94,246)] | | | | | | [removed: (116,620)] [added: (121,323)] | | | | | | [removed: 4,703] [added: (27,077)] | | | | | | [removed: 4] [added: (22)] | | |
| Gain on event cancellation insurance claims | | | | | | [removed: —] [added: 3,077] | | | | | | [removed: 152,310] [added: —] | | | | | | [removed: (152,310)] [added: 3,077] | | | | | | nm | | |
| Other income, net | | | | | | [removed: 48,412] [added: 1,404] | | | | | | [removed: 18,429] [added: 48,412] | | | | | | [removed: 29,983] [added: (47,008)] | | | | | | [removed: 163] [added: (97)] | | |
| Less: Provision for income taxes | | | | | | [removed: 219,396] [added: 264,663] | | | | | | [removed: 176,310] [added: 219,396] | | | | | | [removed: 43,086] [added: 45,267] | | | | | | [removed: 24] [added: 21] | | |
| Net income | | | | | | $ | [removed: 807,799] [added: 882,466] | | | | | $ | [removed: 793,560] [added: 807,799] | | | | | $ | [removed: 14,239] [added: 74,667] | | | | | [removed: 2] [added: 9] | | % |
Total revenues for [removed: 2022] [added: 2023] were [removed: $5.5] [added: $5.9] billion, an increase of [removed: $741.9] [added: $431.1] million compared to [removed: 2021,] [added: 2022,] or [removed: 16%] [added: 8%] on [added: both] a reported basis and [removed: 20%] excluding the foreign currency impact.
| Primary Geographic Market | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | Increase | | | | | | Percentage Increase | | | | | |
| United States and Canada | | | | | | $ | [removed: 3,619,382] [added: 3,911,042] | | | | | $ | [removed: 3,048,902] [added: 3,619,382] | | | | | $ | [removed: 570,480] [added: 291,660] | | | | | [removed: 19] [added: 8] | | % | | | |
| Europe, Middle East and Africa | | | | | | [removed: 1,234,659] [added: 1,332,070] | | | | | | [removed: 1,130,979] [added: 1,234,659] | | | | | | [removed: 103,680] [added: 97,411] | | | | | | [removed: 9] [added: 8] | | | | | |
In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Forward-looking statements in this Annual Report on Form 10-K speak
Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.
Recent Event
$161.1 million cash was received from the sale during the year ended December 31, 2023.
We recognized a pre-tax gain of $135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Consolidated Statement of Operations for the year ended December 31, 2023.
| Total revenues | | | | | | $ | 5,906,956 | | | | | $ | 5,475,846 | | | | | $ | 431,110 | | | | | 8 | | % |
| Depreciation | | | | | | 98,645 | | | | | | 93,410 | | | | | | 5,235 | | | | | | 6 | | |
| Amortization of intangibles | | | | | | 92,458 | | | | | | 98,536 | | | | | | (6,078) | | | | | | (6) | | |
| Gain from sale of divested operation | | | | | | (135,410) | | | | | | — | | | | | | (135,410) | | | | | | nm | | |
| Operating income | | | | | | 1,236,894 | | | | | | 1,100,106 | | | | | | 136,788 | | | | | | 12 | | |
| Total revenues | | | | | | $ | 5,906,956 | | | | | $ | 5,475,846 | | | | | $ | 431,110 | | | | | 8 | | % | | | |
| Research | | | | | | $ | 4,887,046 | | | | | $ | 4,604,791 | | | | | $ | 282,255 | | | | | 6 | | % | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Conferences | | | | | | 505,164 | | | | | | 389,273 | | | | | | 115,891 | | | | | | 30 | | | | | |
| Consulting | | | | | | 514,746 | | | | | | 481,782 | | | | | | 32,964 | | | | | | 7 | | | | | |
| Total revenues | | | | | | $ | 5,906,956 | | | | | $ | 5,475,846 | | | | | $ | 431,110 | | | | | 8 | | % | | | |
Depreciation increased by 6% during 2023 compared to 2022.
Amortization of intangibles decreased by 6% during 2023 compared to 2022 primarily due to intangible assets divested as part of the sale of our TalentNeuron business.
Gain from sale of divested operation was attributable to the sale of our TalentNeuron business in February 2023.
We recognized a pre-tax gain of $135.4 million during the year ended December 31, 2023.
The increase in the effective income tax rate in 2023 was primarily the result of changes in unrecognized tax benefits year over year.
The increase in net income during 2023 was primarily the result of the gain from sale of divested operations, as well as increased revenue and interest income, partially offset by increased operating expenses, a lower gain from de-designated interest rate swaps and higher income tax expense.
Depreciation, Amortization of intangibles, and Acquisition and integration charges.
| Revenues (1) | | | $ | 4,887,046 | | | | | $ | 4,604,791 | | | | | $ | 282,255 | | | | | 6 | | % |
| Gross contribution (1) | | | $ | 3,600,143 | | | | | $ | 3,414,574 | | | | | $ | 185,569 | | | | | 5 | | % |
| Contract Value (1), (3) | | | $ | 4,838,600 | | | | | $ | 4,490,700 | | | | | $ | 347,900 | | | | | 8 | | % |
| Contract value (1), (3) | | | $ | 3,747,600 | | | | | $ | 3,524,000 | | | | | $ | 223,600 | | | | | 6 | | % |
| Contract value (1), (3) | | | $ | 1,091,000 | | | | | $ | 966,700 | | | | | $ | 124,300 | | | | | 13 | | % |
The gross contribution margin was 74% in both 2023 and 2022, as the increase in revenue and decreased research program expenses were offset by an increase in personnel expenses to support future growth.
The decrease in GTS and GBS wallet retention was largely due to lower levels of incremental spending by existing clients compared to the same period in 2022.
| | | | The Year Ended December 31, 2023 | | | | | | The Year Ended December 31, 2022 | | | | | | Increase (Decrease) | | | | | | Percentage Increase (Decrease) | | |
| Revenues (1) | | | $ | 505,164 | | | | | $ | 389,273 | | | | | $ | 115,891 | | | | | 30 | | % |
| Revenues (1) | | | $ | 514,746 | | | | | $ | 481,782 | | | | | $ | 32,964 | | | | | 7 | | % |
| Backlog (1), (2) | | | $ | 162,100 | | | | | $ | 134,500 | | | | | $ | 27,600 | | | | | 21 | | % |
Backlog increased by $27.6 million, or 21%, from December 31, 2022 to December 31, 2023.
| | | | 2023 | | | | | | 2022 | | | | | | | | |
The year-over-year increase was primarily due to increased operating income, excluding the gain from sale of divested operation, and strong collections, partially offset by increased income tax payments, in part as a result of the gain from sale of divested operation in 2023.
The increase from 2022 to 2023 was primarily the result of the proceeds received from the sale of our TalentNeuron business in February 2023.
During the 2023 period, we used $0.6 billion of cash for share repurchases and paid a net $7.8 million in debt principal repayments.
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.
Recent Events
The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty.
In March 2022, we began winding down our business in Russia.
Russia has not composed a material portion of our consolidated revenues, net income, net assets or workforce.
We do not have a business in Ukraine.
Other impacts due to this evolving situation are currently unknown and could subject our business to materially adverse consequences should the situation escalate or cause an expansion of economic disruption beyond its current scope to the rest of Europe, where a material portion of our business is carried out.
A prolonged disruption may adversely affect our business operations, financial performance and results of operations.
Inflation rates, particularly in North America and Europe, have increased significantly in the past year.
Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy.
However, if our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods.
Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.
On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States.
The statute includes a 15% corporate alternative minimum tax on U.S. corporations with adjusted financial statement income in excess of $1.0 billion which is effective for taxable years beginning after December 31, 2022.
The statute also includes a 1% excise tax on publicly traded U.S. corporations for the value of any of its stock that is repurchased by the corporation, excluding certain excepted repurchases.
We do not expect it will have a material impact on our future U.S. tax expense, cash taxes and effective tax rate.
We also do not expect it to have a material impact on the amount of potential future share repurchases.
In November 2022, we entered into a definitive agreement to sell our TalentNeuron business.
As of December 31, 2022, the assets and liabilities of TalentNeuron were considered held for sale, resulting in $49.0 million of assets held for sale and $30.8 million of liabilities held for sale on the Consolidated Balance Sheet.
The majority of the held for sale assets were goodwill, intangible assets, net and accounts receivable, with carrying amounts of $16.0 million, $9.5 million and $15.9 million, respectively, while the majority of the held for sale liabilities was deferred revenues, with a carrying amount of $27.1 million.
| | | | | | | | | |
| | | | | | | Billing rate represents earned billable revenue divided by total billable hours. | | |
| | | | | | | Average annualized revenue per billable headcount represents a measure of the revenue generating ability of an average billable consultant and is calculated periodically by multiplying the average billing rate per hour times the utilization percentage times the billable hours available for one year. | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | | | | | $ | 5,475,846 | | | | | $ | 4,733,962 | | | | | $ | 741,884 | | | | | 16 | | % |
| Depreciation | | | | | | 93,410 | | | | | | 102,802 | | | | | | (9,392) | | | | | | (9) | | |
| Amortization of intangibles | | | | | | 98,536 | | | | | | 109,603 | | | | | | (11,067) | | | | | | (10) | | |
| Operating income | | | | | | 1,100,106 | | | | | | 915,751 | | | | | | 184,355 | | | | | | 20 | | |
| Total revenues | | | | | | $ | 5,475,846 | | | | | $ | 4,733,962 | | | | | $ | 741,884 | | | | | 16 | | % | | | |
| Research | | | | | | $ | 4,604,791 | | | | | $ | 4,101,392 | | | | | $ | 503,399 | | | | | 12 | | % | | | |
| Conferences | | | | | | 389,273 | | | | | | 214,449 | | | | | | 174,824 | | | | | | 82 | | | | | |
| Consulting | | | | | | 481,782 | | | | | | 418,121 | | | | | | 63,661 | | | | | | 15 | | | | | |
The year ended December 31, 2021 also included expenses related to cancelled conferences.
Depreciation decreased by 9% during 2022 compared to 2021.
Amortization of intangibles decreased by 10% during 2022 compared to 2021 due to certain intangible assets that became fully amortized in 2021.
The increase is primarily due to expenses related to the pending divestiture of our TalentNeuron business.
The 2021 effective tax rate includes a benefit of approximately $54.1 million from intercompany sales of certain intellectual property, while no such benefit occurred in 2022.
This benefit represents 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.
An excerpt. Shown here: 40 of 128 rewritten, 40 of 48 added and 40 of 66 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. in the FY2023 filing and the FY2022 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
6 rewritten, 0 added, 0 removed, 19 unchanged
As of December 31, [removed: 2022,] [added: 2023,] the Company had $2.5 billion in total debt principal outstanding.
Approximately [removed: $282.0] [added: $274.0] million of the Company’s total debt outstanding as of December 31, [removed: 2022] [added: 2023] was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates.
However, we reduce our overall exposure to interest rate increases through our interest rate swap contract, which effectively [removed: convert] [added: converts] the floating base interest rates on all of our variable rate borrowings to fixed rates.
At December 31, [removed: 2022,] [added: 2023,] we had [removed: $698.0 million] [added: $1.3 billion] of cash and cash equivalents, with a substantial portion denominated in foreign currencies.
If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, [removed: 2022] [added: 2023] could have increased or decreased by approximately [removed: $42.9] [added: $79.3] million.
Our outstanding foreign currency forward exchange contracts as of December 31, [removed: 2022] [added: 2023] had an immaterial net unrealized gain.
Item 1. BUSINESS.
26 rewritten, 18 added, 13 removed, 108 unchanged
We are a trusted advisor and an objective resource for [removed: more than] [added: close to] 15,000 enterprises in approximately 90 countries and territories— across all major functions, in every industry and enterprise size.
All references to [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] herein refer to the fiscal year unless otherwise indicated.
Executives and their teams turn to Gartner for decision-making and execution guidance to achieve their [removed: mission critical] [added: mission-critical] priorities.
- RESEARCH. Gartner delivers independent, objective [removed: advice] [added: insight] to leaders across an enterprise through subscription services that include on-demand access to published research content, data and benchmarks, and direct access to a network of approximately 2,500 research experts located around the globe.
We are in steady contact with [removed: more than] [added: close to] 15,000 distinct client enterprises worldwide.
We publish tens of thousands of pages of original research annually, and our research experts had more than [removed: 460,000] [added: 490,000] direct client interactions in [removed: 2022.][added: 2023.]
We typically have a minimum contract period of twelve months for our research and advisory subscription contracts and, at December 31, [removed: 2022,] [added: 2023,] over 70% of our contracts were multi-year.
During [removed: 2022,] [added: 2023,] Gartner successfully held [removed: 25] [added: 47] in-person [removed: and 16 virtual] conferences with more than [removed: 60,000] [added: 75,500] attendees, including eight Symposiums/Xpos.
In addition, during [removed: 2022] [added: 2023] we hosted [removed: 350+] [added: 300+] peer networking meetings, and through the Evanta brand we hosted 350+ exclusive C-level meetings with [removed: close to] [added: more than] 200 in-person.
- Vast network of research experts and consultants - As of December 31, [removed: 2022,] [added: 2023,] we had approximately 2,500 research experts and [removed: 880] [added: 950] experienced consultants located around the world.
We believe our people are our most valuable asset, enabling our [removed: long] [added: sustained] track record of [removed: global] growth.
At December 31, [removed: 2022,] [added: 2023,] we had [removed: approximately 19,500] [added: 20,237] employees globally, [removed: approximately 9,110] [added: 9,514] of which were outside of the U.S., and the overwhelming majority of our employees were full time.
[removed: Our DEI] Executive Council, composed of our CEO, Chief Human Resources Officer, CFO, General Counsel, head of DEI, and other selected leaders, drives diversity, equity and inclusion as an imperative at all levels of the organization.
As of December 31, [removed: 2022,] [added: 2023,] approximately 47% of our employees worldwide identified as female and 24% of employees in the U.S. identified as racially or ethnically diverse.
Gartner currently has [removed: six] [added: seven] formal ERGs supporting underrepresented racial, ethnic and multicultural backgrounds, women, the LGBTQ+ community, [removed: veterans] [added: veterans,] and [removed: employees] [added: people] with disabilities.
In [removed: 2022,] [added: 2023,] over [removed: 5,300] [added: 6,000] Gartner associates were members of at least one ERG.
In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock awards, an employee stock purchase plan, 401(k) matching, healthcare and insurance benefits, tax savings programs, such as health and dependent care flexible spending accounts, health savings account and pretax commuter benefits, generous paid time off, paid parental leave, life and disability insurance, business travel accident insurance, charity matching, employee assistance programs, tuition assistance and on-site services, such as [removed: health centers and] fitness centers, among others.
In [removed: 2022,] [added: 2023,] GartnerYou offered [removed: more than 46,000] [added: approximately 39,000] learning resources, with over [removed: 400,000] [added: 375,000] completions globally.
Since our Sales and Research & Advisory teams make up approximately [removed: 50%] [added: 45%] of total employees worldwide, we also have formal, dedicated programs to help train and onboard new hires as well as more experienced managers and leaders within Sales and Research & Advisory.
In [removed: 2021,] [added: 2023,] Gartner [removed: transformed] [added: continued to transform and refine] how we onboard new sales [removed: hires] [added: associates,] so they more quickly develop the core competencies tied to sales success.
Rooted in learning and development best practices, the [removed: reimagined] [added: refined training] program operates in a scalable model that provides new sales [removed: hires] [added: associates] in their first year with access to [removed: as many as 2,100] [added: approximately 2,800] well-paced, just-in-time learning assets.
We embed our associate survey efforts [removed: within our business units] [added: across the enterprise] so that the insight we glean can help leaders [added: at various levels] understand the opportunities for effecting organizational growth.
In [removed: 2022,] [added: 2023,] over [removed: 19%] [added: 17%] of associates made matched donations to more than [removed: 3,600] [added: 4,100] nonprofits, amounting to over [removed: $7.1] [added: $7.6] million donated by Gartner and its associates.
In [removed: 2022,] [added: 2023,] Gartner associates also logged approximately [removed: 24,300] [added: 15,000 volunteer] hours supporting [removed: over 580 nonprofit organizations] [added: communities] around the world.
[removed: Finally, in 2022, we announced our] [added: Gartner's] commitment [added: is] to achieve net-zero greenhouse gas emissions by 2035 in accordance with [added: the] Science Based [removed: Target] [added: Targets] initiative’s [removed: (SBTi)] Net-Zero Standard.
We encourage you to review our Corporate Responsibility Report located on our website at *gartner.com*, under the “Corporate [removed: Responsibilities”] [added: Responsibility”] link in the “About” tab for more detailed information regarding our Human Capital programs and initiatives.
Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.
Our vision is to help build a high-performing organization with a culture of equity and inclusion, enabling Gartner to guide the leaders who shape the world.
Our DEI
Our employees work in 39 different countries and territories.
As we continue to invest in employee self-identification and reporting efforts, we determined our employees were represented by more than 130 self-identified nationalities.
We continue to invest in learning opportunities to develop DEI at Gartner through training modules on important topics such as bias, empathy, equity, equality and individual identity.
Our learning resources provide Gartner associates with awareness and clarity of expectations, equip managers with knowledge and skills to lead inclusively and support team effectiveness, inclusion and belonging.
Total Rewards
We believe our total rewards programs facilitate associate retention and also encourage high performance.
In 2023 more than 6,500 sales associates participated.
Survey results are used for a number of enterprise-wide and business-unit-specific initiatives targeting key areas of engagement and retention, such as leadership effectiveness, career development, business process improvement, and more.
In 2023, associate turnover continued to decrease as compared with the prior year.
Our average tenure increased slightly from 4.5 years
in 2022 to 5.0 years, primarily due to a decrease in associate turnover and a heavy focus on growth through Gartner internal mobility initiatives.
Finally, in 2023, the Science Based Targets initiative validated our near-term emissions targets.
We provide associates an opportunity to engage on environmental sustainability topics and help advance our Net-Zero strategy through the Gartner Green Team, a voluntary, associate-driven group.
In 2023, the Green Team had over 750 members.
Additionally, we introduced a sustainability training module available to all associates interested in learning more about Gartner’s sustainability efforts.
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.
Our DEI efforts are all about building the confidence and conviction in all of our associates – but particularly in our leaders - to do the right things and building a
language of inclusion to foster this.
On a worldwide basis, our employees were represented by more than 85 self-identified nationalities working in 38 different countries and territories.
We also continue to invest in learning opportunities to develop DEI at Gartner.
For example, in addition to our popular Embracing Diversity & Being Inclusive training module, which covers the importance of diversity and inclusion at Gartner and the role of unconscious bias, we added a new module this year called Equity vs. Equality, which focuses on fostering a more equitable workplace.
Health, Safety and Compensation
We believe that our equity grants facilitate retention as well as encourage performance of key personnel.
We operate under a hybrid virtual-first working arrangement, which provides additional flexibility to employees, enabling most of our employees to work remotely a substantial portion of the time.
In 2022, we expanded the program, and more than 3,100 sales associates participated.
Business-unit-specific survey results are used for a number of leader-specific interventions, from individualized coaching to team-based skill-building to business-unit-wide initiatives targeting key areas of engagement.
While we experienced a decrease in associate turnover in 2022, our average employee tenure decreased from 5.1 years in 2021 to 4.5 years in 2022, primarily due to increased new hires in 2022.
Cover and table of contents
39 rewritten, 3 added, 2 removed, 62 unchanged
| | | | For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |
As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $18.6] [added: $26.8] billion, based on the closing price as reported on the New York Stock Exchange.
As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 79,060,595] [added: 77,967,884] shares of the registrant’s common stock outstanding.
The definitive Proxy Statement for the Annual Meeting of Stockholders [removed: to be held on June 1, 2023] (the [removed: “2023] [added: “2024] Proxy Statement”) is incorporated by reference into Part III to the extent described therein.
[removed: 2022] [added: 2023] ANNUAL REPORT ON FORM 10-K
| [ITEM [removed: 1.](#i5b3ac104a9a94372a3749d51debdf809_13)] [added: 1.](#i9f5f9e6d47574284b028ccf338615ec2_13)] | | | [removed: [BUSINESS](#i5b3ac104a9a94372a3749d51debdf809_13)] [added: [BUSINESS](#i9f5f9e6d47574284b028ccf338615ec2_13)] | | | [removed: [3](#i5b3ac104a9a94372a3749d51debdf809_13)] [added: [3](#i9f5f9e6d47574284b028ccf338615ec2_13)] | | |
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| [ITEM [removed: 7.](#i5b3ac104a9a94372a3749d51debdf809_43)] [added: 7.](#i9f5f9e6d47574284b028ccf338615ec2_43)] | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i5b3ac104a9a94372a3749d51debdf809_43)] [added: OPERATIONS](#i9f5f9e6d47574284b028ccf338615ec2_43)] | | | [removed: [18](#i5b3ac104a9a94372a3749d51debdf809_43)] [added: [18](#i9f5f9e6d47574284b028ccf338615ec2_43)] | | |
| [ITEM [removed: 7A.](#i5b3ac104a9a94372a3749d51debdf809_79)] [added: 7A.](#i9f5f9e6d47574284b028ccf338615ec2_79)] | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i5b3ac104a9a94372a3749d51debdf809_79)] [added: RISK](#i9f5f9e6d47574284b028ccf338615ec2_79)] | | | [removed: [30](#i5b3ac104a9a94372a3749d51debdf809_79)] [added: [29](#i9f5f9e6d47574284b028ccf338615ec2_79)] | | |
| [ITEM [removed: 8.](#i5b3ac104a9a94372a3749d51debdf809_82)] [added: 8.](#i9f5f9e6d47574284b028ccf338615ec2_82)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i5b3ac104a9a94372a3749d51debdf809_82)] [added: DATA](#i9f5f9e6d47574284b028ccf338615ec2_82)] | | | [removed: [30](#i5b3ac104a9a94372a3749d51debdf809_82)] [added: [30](#i9f5f9e6d47574284b028ccf338615ec2_82)] | | |
| [ITEM [removed: 9.](#i5b3ac104a9a94372a3749d51debdf809_85)] [added: 9.](#i9f5f9e6d47574284b028ccf338615ec2_85)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i5b3ac104a9a94372a3749d51debdf809_85)] [added: DISCLOSURE](#i9f5f9e6d47574284b028ccf338615ec2_85)] | | | [removed: [30](#i5b3ac104a9a94372a3749d51debdf809_85)] [added: [30](#i9f5f9e6d47574284b028ccf338615ec2_85)] | | |
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| [ITEM [removed: 9B.](#i5b3ac104a9a94372a3749d51debdf809_91)] [added: 9B.](#i9f5f9e6d47574284b028ccf338615ec2_91)] | | | [OTHER [removed: INFORMATION](#i5b3ac104a9a94372a3749d51debdf809_91)] [added: INFORMATION](#i9f5f9e6d47574284b028ccf338615ec2_91)] | | | [removed: [31](#i5b3ac104a9a94372a3749d51debdf809_91)] [added: [31](#i9f5f9e6d47574284b028ccf338615ec2_91)] | | |
| [ITEM [removed: 9C.](#i5b3ac104a9a94372a3749d51debdf809_91)] [added: 9C.](#i9f5f9e6d47574284b028ccf338615ec2_91)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i5b3ac104a9a94372a3749d51debdf809_94)] [added: INSPECTIONS](#i9f5f9e6d47574284b028ccf338615ec2_94)] | | | [removed: [31](#i5b3ac104a9a94372a3749d51debdf809_94)] [added: [31](#i9f5f9e6d47574284b028ccf338615ec2_94)] | | |
| [PART [removed: III](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: III](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | | | | | | |
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| [ITEM [removed: 11.](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: 11.](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [EXECUTIVE [removed: COMPENSATION](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: COMPENSATION](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [removed: [32](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | |
| [ITEM [removed: 12.](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: 12.](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: MATTERS](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [removed: [32](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | |
| [ITEM [removed: 13.](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: 13.](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR [removed: INDEPENDENCE](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: INDEPENDENCE](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | | [removed: [32](#i5b3ac104a9a94372a3749d51debdf809_97)] [added: [32](#i9f5f9e6d47574284b028ccf338615ec2_97)] | | |
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| [PART [removed: IV](#i5b3ac104a9a94372a3749d51debdf809_100)] [added: IV](#i9f5f9e6d47574284b028ccf338615ec2_100)] | | | | | | | | |
| [ITEM [removed: 15.](#i5b3ac104a9a94372a3749d51debdf809_103)] [added: 15.](#i9f5f9e6d47574284b028ccf338615ec2_103)] | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i5b3ac104a9a94372a3749d51debdf809_103)] [added: SCHEDULES](#i9f5f9e6d47574284b028ccf338615ec2_103)] | | | [removed: [33](#i5b3ac104a9a94372a3749d51debdf809_103)] [added: [33](#i9f5f9e6d47574284b028ccf338615ec2_103)] | | |
| [INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i5b3ac104a9a94372a3749d51debdf809_106)] [added: STATEMENTS](#i9f5f9e6d47574284b028ccf338615ec2_106)] | | | | | | [removed: [35](#i5b3ac104a9a94372a3749d51debdf809_106)] [added: [35](#i9f5f9e6d47574284b028ccf338615ec2_106)] | | |
| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i5b3ac104a9a94372a3749d51debdf809_109)] [added: FIRM](#i9f5f9e6d47574284b028ccf338615ec2_109)] | | | | | | [removed: [36](#i5b3ac104a9a94372a3749d51debdf809_109)] [added: [36](#i9f5f9e6d47574284b028ccf338615ec2_109)] | | |
| [REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](#i5b3ac104a9a94372a3749d51debdf809_112)] [added: FIRM](#i9f5f9e6d47574284b028ccf338615ec2_112)] | | | | | | [removed: [38](#i5b3ac104a9a94372a3749d51debdf809_112)] [added: [38](#i9f5f9e6d47574284b028ccf338615ec2_112)] | | |
| [CONSOLIDATED BALANCE [removed: SHEETS](#i5b3ac104a9a94372a3749d51debdf809_115)] [added: SHEETS](#i9f5f9e6d47574284b028ccf338615ec2_115)] | | | | | | [removed: [39](#i5b3ac104a9a94372a3749d51debdf809_115)] [added: [39](#i9f5f9e6d47574284b028ccf338615ec2_115)] | | |
| [CONSOLIDATED STATEMENTS OF [removed: OPERATIONS](#i5b3ac104a9a94372a3749d51debdf809_118)] [added: OPERATIONS](#i9f5f9e6d47574284b028ccf338615ec2_118)] | | | | | | [removed: [40](#i5b3ac104a9a94372a3749d51debdf809_118)] [added: [40](#i9f5f9e6d47574284b028ccf338615ec2_118)] | | |
| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#i5b3ac104a9a94372a3749d51debdf809_121)] [added: INCOME](#i9f5f9e6d47574284b028ccf338615ec2_121)] | | | | | | [removed: [41](#i5b3ac104a9a94372a3749d51debdf809_121)] [added: [41](#i9f5f9e6d47574284b028ccf338615ec2_121)] | | |
| [CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ [removed: EQUITY](#i5b3ac104a9a94372a3749d51debdf809_124)] [added: EQUITY](#i9f5f9e6d47574284b028ccf338615ec2_124)] | | | | | | [removed: [42](#i5b3ac104a9a94372a3749d51debdf809_124)] [added: [42](#i9f5f9e6d47574284b028ccf338615ec2_124)] | | |
| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i5b3ac104a9a94372a3749d51debdf809_127)] [added: FLOWS](#i9f5f9e6d47574284b028ccf338615ec2_127)] | | | | | | [removed: [43](#i5b3ac104a9a94372a3749d51debdf809_127)] [added: [43](#i9f5f9e6d47574284b028ccf338615ec2_127)] | | |
| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i5b3ac104a9a94372a3749d51debdf809_130)] [added: STATEMENTS](#i9f5f9e6d47574284b028ccf338615ec2_130)] | | | | | | [removed: [44](#i5b3ac104a9a94372a3749d51debdf809_130)] [added: [44](#i9f5f9e6d47574284b028ccf338615ec2_130)] | | |
| [ITEM [removed: 16.](#i5b3ac104a9a94372a3749d51debdf809_199)] [added: 16.](#i9f5f9e6d47574284b028ccf338615ec2_199)] | | | [FORM 10-K [removed: SUMMARY](#i5b3ac104a9a94372a3749d51debdf809_199)] [added: SUMMARY](#i9f5f9e6d47574284b028ccf338615ec2_199)] | | | [removed: [76](#i5b3ac104a9a94372a3749d51debdf809_199)] [added: [77](#i9f5f9e6d47574284b028ccf338615ec2_199)] | | |
| [removed: [SIGNATURES](#i5b3ac104a9a94372a3749d51debdf809_202)] [added: [SIGNATURES](#i9f5f9e6d47574284b028ccf338615ec2_202)] | | | | | | [removed: [77](#i5b3ac104a9a94372a3749d51debdf809_202)] [added: [78](#i9f5f9e6d47574284b028ccf338615ec2_202)] | | |
| [PART I](#i9f5f9e6d47574284b028ccf338615ec2_10) | | | | | | | | |
| [ITEM 1](#i9f5f9e6d47574284b028ccf338615ec2_1850)[C](#i9f5f9e6d47574284b028ccf338615ec2_1850)[.](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | | [CYBERSECURITY](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | | [16](#i9f5f9e6d47574284b028ccf338615ec2_1850) | | |
| [PART II](#i9f5f9e6d47574284b028ccf338615ec2_31) | | | | | | | | |
| [PART I](#i5b3ac104a9a94372a3749d51debdf809_10) | | | | | | | | |
| [PART II](#i5b3ac104a9a94372a3749d51debdf809_31) | | | | | | | | |
Item 1C. CYBERSECURITY.
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New section this year
We have implemented a layered cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in material adverse effects on the confidentiality, integrity, and availability of our information systems, networks, and data systems.
Our cybersecurity program is generally aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
Information Security Team and Governance.
The Audit Committee has the primary responsibility of assisting our Board of Directors in overseeing risk related to cybersecurity matters.
The Board and/or the Audit Committee receive quarterly cybersecurity-related reports from our Chief Information Officer (CIO), which may address a wide range of topics, such as: cybersecurity strategy, the threat environment, the status of ongoing information security program initiatives, and information security program metrics.
Additionally, we have documented protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated within the Company and, where appropriate, reported to the Board and/or the Audit Committee.
At the management level, our CIO, who reports directly to the CEO, has over 20 years of experience serving in IT management, software development, and technology-based roles across a variety of industries, including publishing, media and entertainment, and financial and insurance services.
Our Chief Information Security Officer (CISO), who reports directly the CIO, has extensive cybersecurity knowledge and skills gained from over 15 years of work experience serving in security roles for the Company and a variety of financial service firms.
Our CISO is responsible for understanding, managing, and communicating cybersecurity risk internally to our management, and works closely with Legal to oversee compliance with legal, regulatory, and contractual security requirements.
Our CISO heads the Information Security Team, which is responsible for implementing, monitoring, and maintaining cybersecurity and data protection practices across our business.
The Information Security Team covers a wide range of cyber and information security responsibilities.
Our CISO also receives reports on cybersecurity threats on an ongoing basis and regularly reviews risk management measures implemented by the Company to identify and mitigate cybersecurity risks.
In addition to our internal capabilities, we also engage external consultants, legal counsel, or other third-party advisors to assist with assessing, identifying, and managing cybersecurity risks.
Risk Management and Strategy.
Cybersecurity risk management, which involves resource commitments and management attention, is overseen both as a critical component of our overall risk management program and as a standalone program.
We have implemented a risk-based, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents.
Our cybersecurity program uses a layered strategy, relying on technology and human processes to safeguard our client’s data at all layers.
We embed controls within our business processes and technology development, starting with design and engineering and extending to operations.
Our defense-in-depth strategy utilizes numerous layers of security controls, processes, and procedures across our information systems and networks, including but not limited to, vulnerability management, multi-factor authentication (MFA), identity access management (IAM), endpoint security, mobile security, application security, encryption, network security, web security, and event monitoring and logging.
Aspects of our program undergo several independent third-party audits and reviews on a regular basis.
We maintain a written Information Security Policy, which establishes the foundational components of our cybersecurity program and our high-level security responsibilities over all technologies, facilities and data.
When engaging service providers and third-party vendors, we perform due diligence to assess whether these providers have appropriate privacy and security controls, and we generally require these providers to implement appropriate protective measures, and to use confidential information solely for the purposes of performing their services.
Additionally, we have adopted a documented Incident Response Plan that applies in the event of a cybersecurity incident to provide a standardized framework for response.
In general, our incident response process follows the NIST 800-61 framework and focuses on four phases: preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
We have implemented a security training and awareness program for all Gartner employees and third-party contractors.
Employees receive security training in connection with onboarding as well as annual awareness and training activities throughout their employment.
Further, Gartner carries cybersecurity insurance covering the company and its subsidiaries.
Material Cybersecurity Risks, Threats & Incidents.
While we have not experienced any material cybersecurity threats or incidents, there can be no guarantee that we will not be the subject of future successful attacks, threats or incidents.
Additional information on cybersecurity risks we face can be found in Part I, Item 1A “Risk Factors” of this Report under the heading “Strategic and Operational Risks – *We are exposed to risks related to cybersecurity,*” which should be read in conjunction with the foregoing information.
Item 2. PROPERTIES.
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As of December 31, [removed: 2022,] [added: 2023,] we leased approximately [removed: 20] [added: 15] domestic and [removed: 65] [added: 60] international office properties for our ongoing business operations.
We also maintain an important presence in: Fort Myers, Florida; Arlington, Virginia; Egham, the United Kingdom; [added: London, the United Kingdom;] Gurgaon, India; Irving, Texas; and Barcelona, Spain.
In early 2022, we began to operate under a hybrid [removed: virtual-first] working environment, meaning that most of our employees have the option to work remotely at least some of the time for the foreseeable future.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
5 rewritten, 6 added, 5 removed, 11 unchanged
As of February [removed: 3, 2023,] [added: 2, 2024,] there were [removed: 969] [added: 923] holders of record of our common stock.
The Board authorized incremental share repurchases of up to an additional $1.6 [added: billion, $1.0] billion and [removed: $1.0] [added: $0.9] billion of the Company’s common stock during [removed: 2021] [added: 2021, 2022] and [removed: 2022,] [added: 2023,] respectively.
[removed: On February 2,] [added: (1)On October 31,] 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional [removed: $400] [added: $500.0] million of Gartner's common stock.
The table below summarizes the repurchases of our common stock during the three months ended December 31, [removed: 2022] [added: 2023] pursuant to our share repurchase program and the settlement of stock-based compensation awards.
[removed: (1)The] [added: (2)The] repurchased shares during the three months ended December 31, [removed: 2022] [added: 2023] included purchases for both the settlement of stock-based compensation awards and open market purchases.
The Company adopted its Share Repurchase Plan with the goal of returning excess capital to shareholders in accordance with its capital allocation policy.
| October 1, 2023 to October 31, 2023 (1) | | | | | | 298,097 | | | | | | $ | 338.40 | | | | | 297,247 | | | | | | $ | 1,010,159 | |
| November 1, 2023 to November 30, 2023 | | | | | | 107,493 | | | | | | 370.36 | | | | | | 65,148 | | | | | | 987,098 | | |
| December 1, 2023 to December 31, 2023 | | | | | | 6,039 | | | | | | 457.60 | | | | | | — | | | | | | $ | 987,098 | |
| Total for the quarter (2) | | | | | | 411,629 | | | | | | $ | 348.49 | | | | | 362,395 | | | | | | | | |
All amounts presented are exclusive of the excise tax accrual.
Our 2023 Annual Meeting of Stockholders will be held virtually on June 1, 2023.
| October 1, 2022 to October 31, 2022 | | | | | | 24,587 | | | | | | $ | 279.60 | | | | | 24,196 | | | | | | $ | 606,007 | |
| November 1, 2022 to November 30, 2022 | | | | | | 9,392 | | | | | | 320.65 | | | | | | — | | | | | | 606,007 | | |
| December 1, 2022 to December 31, 2022 | | | | | | 4,189 | | | | | | 344.30 | | | | | | — | | | | | | $ | 606,007 | |
| Total for the quarter (1) | | | | | | 38,168 | | | | | | $ | 296.80 | | | | | 24,196 | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
1 rewritten, 0 added, 0 removed, 0 unchanged
Our financial statements for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.
Item 9A. CONTROLS AND PROCEDURES.
6 rewritten, 1 added, 0 removed, 9 unchanged
Management conducted an evaluation, as of December 31, [removed: 2022,] [added: 2023,] of the effectiveness of the design and operation of our disclosure controls and [removed: procedures (as] [added: procedures, as] such term is defined in Rules 13a-15(e) and 15d-15(e) under the [removed: Securities] Exchange [removed: Act of 1934, as amended (the “Exchange Act”)),] [added: Act,] under the supervision and with the participation of our chief executive officer and chief financial officer.
Based upon that evaluation, our chief executive officer and chief financial officer have concluded [removed: that] [added: that, as of December 31, 2023,] the Company’s disclosure controls and procedures [removed: are effective in alerting them in a timely manner to material Company information required to be disclosed by us in reports filed under the Exchange Act.][added: were effective..]
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]
Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, [removed: 2022,] [added: 2023,] Gartner’s internal control over financial reporting was effective.
The effectiveness of management’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K in Part IV, Item 15.
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.
Item 9B. OTHER INFORMATION.
0 rewritten, 1 added, 1 removed, 0 unchanged
No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended December 31, 2023.
Not applicable.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “The Board of Directors,” “Proposal One: Election of Directors,” “Executive Officers,” “Corporate Governance,” “Delinquent Section 16(a) Reports” (if necessary) and “Proxy and Voting Information — Available Information” in the Company’s [removed: 2023] [added: 2024] Proxy Statement.
Item 11. EXECUTIVE COMPENSATION.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” [added: “Compensation Committee Report,”] “The Board of Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance - Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the Company’s [removed: 2023] [added: 2024] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Tables and Narrative Disclosures — Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Company’s [removed: 2023] [added: 2024] Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Transactions With Related Persons” and “Corporate Governance — Director Independence” in the Company’s [removed: 2023] [added: 2024] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
1 rewritten, 1,591 added, 0 removed, 1 unchanged
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal [removed: Five:] [added: Three:] Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s [removed: 2023] [added: 2024] Proxy Statement.
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)](http://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm) | | | | | | Restated Certificate of Incorporation of the Company. | | |
| | | | | | | | | |
| [3.2(2)](https://www.sec.gov/Archives/edgar/data/749251/000074925121000020/bylawsapril292021.htm) | | | | | | By-laws of Gartner, Inc. (as amended through April 29, 2021). | | |
| | | | | | | | | |
| [4.1(3)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520176014/d920501dex41.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex41.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex101.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex102.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312521195111/d192521dex41.htm) | | | | | | 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)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm) | | | | | | Description of Gartner, Inc.’s Common Stock. | | |
| | | | | | | | | |
| [10.1(7)+](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59) | | | | | | 2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021. | | |
| | | | | | | | | |
| [10.2(12)+](https://www.sec.gov/ix?doc=/Archives/edgar/data/749251/000074925123000011/it-20230417.htm#i95579e80af2442b69f1e8c2270cee6c8_1352) | | | | | | Long-Term Incentive Plan, June 1, 2023 Amendment and Restatement. | | |
| | | | | | | | | |
| [10.3(8)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm) | | | | | | Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019. | | |
| | | | | | | | | |
| [10.4(2)+](https://www.sec.gov/Archives/edgar/data/0000749251/000074925121000020/employmentagreementamendme.htm) | | | | | | Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April 29, 2021. | | |
| | | | | | | | | |
| [10.5(9)+](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm) | | | | | | Company Deferred Compensation Plan, effective January 1, 2009. | | |
| | | | | | | | | |
| [10.6(10)+](https://www.sec.gov/Archives/edgar/data/749251/000074925121000010/formofsaragreement2021ex10.htm) | | | | | | Form of 2021 Stock Appreciation Right Agreement for executive officers. | | |
| | | | | | | | | |
An excerpt. Shown here: all 1 rewritten, 40 of 1,591 added and all 0 removed. The counts are complete. For every sentence, read Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. in the FY2023 filing and the FY2022 filing.
Item 16. FORM 10-K SUMMARY.
13 rewritten, 3 added, 0 removed, 42 unchanged
| Date: | | | February [removed: 16, 2023] [added: 15, 2024] | | | By: | | | /s/ Eugene A. Hall | | |
| /s/ Eugene A. Hall | | | | | | Director and Chief Executive Officer | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Craig W. Safian | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Peter E. Bisson | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Richard J. Bressler | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Raul E. Cesan | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Karen E. Dykstra | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Diana S. Ferguson | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Anne Sutherland Fuchs | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ William O. Grabe | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Stephen G. Pagliuca | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ Eileen M. Serra | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ James C. Smith | | | | | | Director | | | | | | February [removed: 16, 2023] [added: 15, 2024] | | |
| /s/ José M. Gutiérrez | | | | | | Director | | | | | | February 15, 2024 | | |
| José M. Gutiérrez | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
0 rewritten, 0 added, 1,586 removed, 0 unchanged
Dropped this year
(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)](http://www.sec.gov/Archives/edgar/data/749251/000095012305008192/y10586exv3w1.htm) | | | | | | Restated Certificate of Incorporation of the Company. | | |
| | | | | | | | | |
| [3.2(2)](https://www.sec.gov/Archives/edgar/data/749251/000119312520025380/d856570dex31.htm) | | | | | | By-laws of Gartner, Inc. (as amended through April 29, 2021). | | |
| | | | | | | | | |
| [4.1(3)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520176014/d920501dex41.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex41.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex101.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312520256749/d75343dex102.htm) | | | | | | 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)](https://www.sec.gov/Archives/edgar/data/0000749251/000119312521195111/d192521dex41.htm) | | | | | | 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)+](https://www.sec.gov/Archives/edgar/data/749251/000074925122000006/descriptionofcommonstock.htm) | | | | | | Description of Gartner, Inc.’s Common Stock. | | |
| | | | | | | | | |
| [10.1(](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)[7](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59)[)+](https://www.sec.gov/Archives/edgar/data/749251/000119312521121269/d122411ddef14a.htm#toc122411_59) | | | | | | 2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021. | | |
| | | | | | | | | |
| [10.2(](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)[8](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/a2014longtermincentiveplan.htm) | | | | | | Long-Term Incentive Plan, as amended and restated effective January 31, 2019. | | |
| | | | | | | | | |
| [10.3(](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)[8](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000074925119000005/amendedemploymentagreement.htm) | | | | | | Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019. | | |
| | | | | | | | | |
| [10.4(2)+](https://www.sec.gov/Archives/edgar/data/0000749251/000074925121000020/employmentagreementamendme.htm) | | | | | | Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April 29, 2021. | | |
| | | | | | | | | |
| [10.5(](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)[9](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm)[)+](http://www.sec.gov/Archives/edgar/data/749251/000095012309003157/y74719exv10w15.htm) | | | | | | Company Deferred Compensation Plan, effective January 1, 2009. | | |
| | | | | | | | | |
| [10.8(](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)[10](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofsaragreement2020.htm) | | | | | | Form of 2020 Stock Appreciation Right Agreement for executive officers. | | |
| | | | | | | | | |
| [10.9(](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)[10](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm)[)+](https://www.sec.gov/Archives/edgar/data/749251/000074925120000008/formofpsuagreement2020.htm) | | | | | | Form of 2020 Performance Stock Unit Agreement for executive officers. | | |
| | | | | | | | | |
An excerpt. Shown here: all 0 rewritten, all 0 added and 40 of 1,586 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. in the FY2022 filing.