UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the quarterly period ended March 31, 2023
	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-14443

Gartner, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	04-3099750
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
P.O. Box 10212	06902-7700
56 Top Gallant Road	(Zip Code)
Stamford,
Connecticut
(Address of principal executive offices)

Registrant’s telephone number, including area code: (203) 964-0096

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.0005 par value per share	IT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐
		Smaller reporting company	☐	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of April 28, 2023, 79,042,049 shares of the registrant’s common shares were outstanding.

1

Table of Contents

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2023 and December 31, 2022	3
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	4
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2023 and 2022	5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	7
Notes to Condensed Consolidated Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 4. CONTROLS AND PROCEDURES	36
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	37
ITEM 1A. RISK FACTORS	37
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
ITEM 6. EXHIBITS	38

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited; in thousands, except share data)

	March 31,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	893,512	$	697,999
Fees receivable, net of allowances of $8,000 and $9,000, respectively	1,523,441		1,556,786
Deferred commissions	343,716		363,079
Prepaid expenses and other current assets	142,650		119,207
Assets held-for-sale	—		49,036
Total current assets	2,903,319		2,786,107
Property, equipment and leasehold improvements, net	256,863		264,581
Operating lease right-of-use assets	415,074		436,592
Goodwill	2,929,941		2,930,211
Intangible assets, net	564,138		584,714
Other assets	309,597		297,531
Total Assets	$	7,378,932	$	7,299,736
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	838,784	$	1,115,198
Deferred revenues	2,607,072		2,443,762
Current portion of long-term debt	8,400		7,800
Liabilities held-for-sale	—		30,840
Total current liabilities	3,454,256		3,597,600
Long-term debt, net of deferred financing fees	2,452,369		2,453,607
Operating lease liabilities	575,963		597,267
Other liabilities	423,486		423,464
Total Liabilities	6,906,074		7,071,938
Stockholders’ Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods	82		82
Additional paid-in capital	2,222,511		2,179,604
Accumulated other comprehensive loss, net	(95,910)		(101,610)
Accumulated earnings	4,152,609		3,856,826
Treasury stock, at cost, 84,109,645 and 84,428,513 common shares, respectively	(5,806,434)		(5,707,104)
Total Stockholders’ Equity	472,858		227,798
Total Liabilities and Stockholders’ Equity	$	7,378,932	$	7,299,736

See the accompanying notes to Condensed Consolidated Financial Statements.

3

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

	Three Months Ended
	March 31,
	2023		2022
Revenues:
Research	$	1,217,191	$	1,136,380
Conferences	64,642		10,354
Consulting	127,036		116,006
Total revenues	1,408,869		1,262,740
Costs and expenses:
Cost of services and product development	435,139		377,033
Selling, general and administrative	657,090		617,904
Depreciation	23,896		23,201
Amortization of intangibles	22,735		25,148
Acquisition and integration charges	1,368		2,207
Gain from sale of divested operation	(139,316)		—
Total costs and expenses	1,000,912		1,045,493
Operating income	407,957		217,247
Interest expense, net	(27,391)		(31,394)
Gain on event cancellation insurance claims	3,077		—
Other (expense) income, net	(2,366)		29,206
Income before income taxes	381,277		215,059
Provision for income taxes	85,494		42,544
Net income	$	295,783	$	172,515
Net income per share:
Basic	$	3.72	$	2.10
Diluted	$	3.68	$	2.08
Weighted average shares outstanding:
Basic	79,452		82,020
Diluted	80,282		82,973

See the accompanying notes to Condensed Consolidated Financial Statements.

4

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(Unaudited; in thousands)

	Three Months Ended
	March 31,
	2023		2022
Net income	$	295,783	$	172,515
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	1,832		(6,798)
Interest rate swaps – net change in deferred gain or loss	3,834		5,370
Pension plans – net change in deferred actuarial loss	34		48
Other comprehensive income (loss), net of tax	5,700		(1,380)
Comprehensive income	$	301,483	$	171,135

See the accompanying notes to Condensed Consolidated Financial Statements.

5

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited; in thousands)

Three Months Ended March 31, 2023
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2022	$	82	$	2,179,604	$	(101,610)	$	3,856,826	$	(5,707,104)	$	227,798
Net income	—		—		—		295,783		—		295,783
Other comprehensive income (loss), net	—		—		5,700		—		—		5,700
Issuances under stock plans	—		(2,141)		—		—		9,520		7,379
Common share repurchases	—		—		—		—		(108,850)		(108,850)
Stock-based compensation expense	—		45,048		—		—		—		45,048
Balance at March 31, 2023	$	82	$	2,222,511	$	(95,910)	$	4,152,609	$	(5,806,434)	$	472,858

Three Months Ended March 31, 2022
	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Loss, Net		Accumulated Earnings		Treasury Stock		Total
Balance at December 31, 2021	$	82	$	2,074,896	$	(81,431)	$	3,049,027	$	(4,671,516)	$	371,058
Net income	—		—		—		172,515		—		172,515
Other comprehensive income (loss), net	—		—		(1,380)		—		—		(1,380)
Issuances under stock plans	—		579		—		—		6,385		6,964
Common share repurchases	—		—		—		—		(463,125)		(463,125)
Stock-based compensation expense	—		32,121		—		—		—		32,121
Balance at March 31, 2022	$	82	$	2,107,596	$	(82,811)	$	3,221,542	$	(5,128,256)	$	118,153

See the accompanying notes to Condensed Consolidated Financial Statements.

6

GARTNER, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited; in thousands)

	Three Months Ended
	March 31,
	2023		2022
Operating activities:
Net income	$	295,783	$	172,515
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	46,631		48,349
Stock-based compensation expense	45,048		32,121
Deferred taxes	(7,866)		(7,502)
Gain from sale of divested operation	(139,316)		—
Loss on impairment of lease related assets	8,720		23,878
Reduction in the carrying amount of operating lease right-of-use assets	17,644		17,951
Amortization and write-off of deferred financing fees	1,161		1,133
Loss (gain) on de-designated swaps	1,393		(29,896)
Changes in assets and liabilities, net of acquisitions and divestitures:
Fees receivable, net	36,177		30,700
Deferred commissions	19,635		18,909
Prepaid expenses and other current assets	(18,370)		(13,596)
Other assets	(14,799)		(1,082)
Deferred revenues	155,153		195,306
Accounts payable and accrued and other liabilities	(282,315)		(321,001)
Cash provided by operating activities	164,679		167,785
Investing activities:
Additions to property, equipment and leasehold improvements	(21,122)		(17,293)
Proceeds from sale of divested operation	158,733		—
Cash provided by (used in) investing activities	137,611		(17,293)
Financing activities:
Proceeds from employee stock purchase plan	7,358		6,949
Payments on borrowings	(1,800)		(1,331)
Purchases of treasury stock	(106,850)		(451,070)
Cash used in financing activities	(101,292)		(445,452)
Net increase (decrease) in cash and cash equivalents and restricted cash	200,998		(294,960)
Effects of exchange rates on cash and cash equivalents	(5,485)		(5,358)
Cash and cash equivalents and restricted cash, beginning of period	698,599		760,602
Cash and cash equivalents and restricted cash, end of period	$	894,112	$	460,284

See the accompanying notes to Condensed Consolidated Financial Statements.

7

GARTNER, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Business and Basis of Presentation

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

Segments. Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues and other financial information for the Company’s segments are discussed in Note 7 — Segment Information.

Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2022.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three months ended March 31, 2023 may not be indicative of the results of operations for the remainder of 2023 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

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

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

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

Cash and cash equivalents and restricted cash. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands).

	March 31,		December 31,
	2023		2022
Cash and cash equivalents	$	893,512	$	697,999
Restricted cash classified in (1):
Other assets	600		600
Cash and cash equivalents and restricted cash	$	894,112	$	698,599

(1)Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement.

8

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

Revenue recognition. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Revenue is only recognized when all of the required criteria for revenue recognition have been met. The accompanying Condensed Consolidated Statements of Operations present revenue net of any sales or value-added taxes that we collect from customers and remit to government authorities. ASC Topic 270 requires certain disclosures in interim financial statements around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Note 4 — Revenue and Related Matters provides additional information regarding the Company’s revenues.

Gain on event cancellation insurance claims. In February 2023, the Company received $3.1 million of proceeds related to 2020 event cancellation insurance claims. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

Adoption of new accounting standard. The Company adopted the accounting standard described below during the three months ended March 31, 2023.

Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024. During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, any amendments are treated as a continuation of the existing agreements and no gain or loss on the modification is recorded.

9

Note 2 — Acquisition and Divestiture

Acquisition

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

Divestiture

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $164.2 million and realized $158.7 million in cash from the sale, which was net of certain closing expenses. The sale is subject to certain post-closing adjustments. The Company recorded a pre-tax gain of $139.3 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023. TalentNeuron was included in the Company’s Research segment. The principal components of the assets divested included goodwill, intangible assets, net, property, equipment and leasehold improvements, net, and accounts receivable, with carrying amounts of $16.0 million, $9.5 million, $4.5 million and $11.8 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred revenue with a carrying amount of $24.4 million. Such assets and liabilities were included in Assets held-for-sale and Liabilities held-for-sale, respectively, on the Condensed Consolidated Balance Sheet at December 31, 2022 at their respective carrying values at that date.

Note 3 — Goodwill and Intangible Assets

Goodwill

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

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

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2022 that indicated no impairment. Subsequent to completing the 2022 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

The table below presents changes to the carrying amount of goodwill by segment during the three months ended March 31, 2023 (in thousands).

	Research		Conferences		Consulting		Total
Balance at December 31, 2022 (1)	$	2,651,193	$	183,951	$	95,067	$	2,930,211
Foreign currency translation impact	(390)		1		119		(270)
Balance at March 31, 2023 (1)	$	2,650,803	$	183,952	$	95,186	$	2,929,941

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

10

Finite-Lived Intangible Assets

The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands).

March 31, 2023	Customer Relationships		Technology-related		Other		Total
Gross cost at December 31, 2022	$	1,060,541	$	11,200	$	10,436	$	1,082,177
Foreign currency translation impact	3,931		—		—		3,931
Gross cost	1,064,472		11,200		10,436		1,086,108
Accumulated amortization (1)	(509,583)		(6,533)		(5,854)		(521,970)
Balance at March 31, 2023	$	554,889	$	4,667	$	4,582	$	564,138

December 31, 2022	Customer Relationships		Technology-related		Other		Total
Gross cost	$	1,060,541	11,200		$	10,436	$	1,082,177
Accumulated amortization (1)	(486,260)		(5,600)		(5,603)		(497,463)
Balance at December 31, 2022	$	574,281	$	5,600	$	4,833	$	584,714

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

Amortization expense related to finite-lived intangible assets was $22.7 million and $25.1 million during the three months ended March 31, 2023 and 2022, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

2023 (remaining nine months)	$	68,301
2024	89,160
2025	80,493
2026	77,818
2027	77,210
Thereafter	171,156
	$	564,138

11

Note 4 — Revenue and Related Matters

Disaggregated Revenue — The Company’s disaggregated revenue by reportable segment is presented in the tables below for the periods indicated (in thousands).

By Primary Geographic Market (1)

Three Months Ended March 31, 2023
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	809,399	$	48,775	$	76,975	$	935,149
Europe, Middle East and Africa	268,657		9,207		32,938		310,802
Other International	139,135		6,660		17,123		162,918
Total revenues	$	1,217,191	$	64,642	$	127,036	$	1,408,869
Three Months Ended March 31, 2022
Primary Geographic Market	Research		Conferences		Consulting		Total
United States and Canada	$	740,529	$	7,652	$	68,789	$	816,970
Europe, Middle East and Africa	263,129		1,238		32,444		296,811
Other International	132,722		1,464		14,773		148,959
Total revenues	$	1,136,380	$	10,354	$	116,006	$	1,262,740

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

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

By Timing of Revenue Recognition

Three Months Ended March 31, 2023
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,109,796	$	—	$	97,006	$	1,206,802
Transferred at a point in time (2)	107,395		64,642		30,030		202,067
Total revenues	$	1,217,191	$	64,642	$	127,036	$	1,408,869
Three Months Ended March 31, 2022
Timing of Revenue Recognition	Research		Conferences		Consulting		Total
Transferred over time (1)	$	1,025,810	$	—	$	96,436	$	1,122,246
Transferred at a point in time (2)	110,570		10,354		19,570		140,494
Total revenues	$	1,136,380	$	10,354	$	116,006	$	1,262,740

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

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

12

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2023 was approximately $5.3 billion. The Company expects to recognize $2.4 billion, $2.1 billion and $0.8 billion of this revenue (most of which pertains to Research) during the remainder of 2023, the year ending December 31, 2024 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

Customer Contract Assets and Liabilities — The timing of the recognition of revenue and the amount and timing of the Company’s billings and cash collections, including upfront customer payments, result in the recognition of both assets and liabilities on the Company’s Condensed Consolidated Balance Sheets. The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).

	March 31,		December 31,
	2023		2022
Assets:
Fees receivable, gross (1)	$	1,531,441	$	1,565,786
Contract assets recorded in Prepaid expenses and other current assets (2)	$	24,350	$	21,183
Contract liabilities:
Deferred revenues (current liability) (3)	$	2,607,072	$	2,443,762
Non-current deferred revenues recorded in Other liabilities (3)	32,272		39,115
Total contract liabilities	$	2,639,344	$	2,482,877

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

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

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

The Company recognized revenue of $924.9 million and $833.9 million during the three months ended March 31, 2023 and 2022, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts primarily consisted of Research revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods. During each of the three months ended March 31, 2023 and 2022, the Company did not record any material impairments related to its contract assets.

Note 5 — Computation of Earnings Per Share

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

The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data).

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	Three Months Ended
	March 31,
	2023		2022
Numerator:
Net income used for calculating basic and diluted income per share	$	295,783	$	172,515
Denominator:
Weighted average common shares used in the calculation of basic income per share	79,452		82,020
Dilutive effect of outstanding awards associated with stock-based compensation plans (1)	830		953
Shares used in the calculation of diluted income per share	80,282		82,973
Basic income per share	$	3.72	$	2.10
Diluted income per share	$	3.68	$	2.08

(1)Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive. These anti-dilutive outstanding awards associated with stock-based compensation plans totaled approximately 0.3 million and 0.2 million for the three months ended March 31, 2023 and 2022, respectively.

Note 6 — Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of March 31, 2023, the Company had 1.9 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its current Long-Term Incentive Plan as amended and restated in January 2019 (the “Plan”).

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

	Three Months Ended
	March 31,
Award type	2023		2022
Stock appreciation rights	$	2.5	$	1.9
Restricted stock units	42.2		30.0
Common stock equivalents	0.3		0.2
Total (1)	$	45.0	$	32.1

	Three Months Ended
	March 31,
Expense category line item	2023		2022
Cost of services and product development	$	18.3	$	11.5
Selling, general and administrative	26.7		20.6
Total (1)	$	45.0	$	32.1

(1)Includes costs of $26.8 million and $19.2 million during the three months ended March 31, 2023 and 2022, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.

Note 7 — Segment Information

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

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

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guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

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

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

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

The tables below present information about the Company’s reportable segments for the periods indicated (in thousands).

Three Months Ended March 31, 2023	Research		Conferences		Consulting		Consolidated
Revenues	$	1,217,191	$	64,642	$	127,036	$	1,408,869
Gross contribution	899,514		26,788		50,808		977,110
Corporate and other expenses							(569,153)
Operating income							$	407,957
Three Months Ended March 31, 2022	Research		Conferences		Consulting		Consolidated
Revenues	$	1,136,380	$	10,354	$	116,006	$	1,262,740
Gross contribution	849,379		(2,876)		51,012		897,515
Corporate and other expenses							(680,268)
Operating income							$	217,247

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The table below provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands).

	Three Months Ended
	March 31,
	2023		2022
Total segment gross contribution	$	977,110	$	897,515
Costs and expenses:
Cost of services and product development - unallocated (1)	3,380		11,808
Selling, general and administrative	657,090		617,904
Depreciation and amortization	46,631		48,349
Acquisition and integration charges	1,368		2,207
Gain from sale of divested operation	(139,316)		—
Operating income	407,957		217,247
Interest expense and other, net	(29,757)		(2,188)
Gain on event cancellation insurance claims	3,077		—
Less: Provision for income taxes	85,494		42,544
Net income	$	295,783	$	172,515

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

Note 8 — Debt

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

	March 31,		December 31,
Description	2023		2022
2020 Credit Agreement - Term loan facility (1)	$	280,400	$	282,200
2020 Credit Agreement - Revolving credit facility (1), (2)	—		—
Senior Notes due 2028 (“2028 Notes”) (3)	800,000		800,000
Senior Notes due 2029 (“2029 Notes”) (4)	600,000		600,000
Senior Notes due 2030 (“2030 Notes”) (5)	800,000		800,000
Other (6)	5,000		5,000
Principal amount outstanding (7)	2,485,400		2,487,200
Less: deferred financing fees (8)	(24,631)		(25,793)
Net balance sheet carrying amount	$	2,460,769	$	2,461,407

(1)The contractual annualized interest rate as of March 31, 2023 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 6.13%, which consisted of a floating Eurodollar base rate of 4.875% plus a margin of 1.250%. However, the Company has an interest rate swap contract that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.

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

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

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

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

(6)Consists of a State of Connecticut economic development loan originated in 2019 with a 10-year maturity and bears interest at a fixed rate of 1.75%. This loan may be repaid at any time by the Company without penalty.

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(7)The weighted average annual effective rate on the Company’s outstanding debt for the three months ended March 31, 2023, including the effects of its interest rate swaps discussed below, was 5.03%.

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

2029 Notes

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

The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029.

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

2030 Notes

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

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

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

2028 Notes

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

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

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

2020 Credit Agreement

The Company has a credit facility that currently provides for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of March 31, 2023.

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The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

Interest Rate Swaps

As of March 31, 2023, the Company had one fixed-for-floating interest rate swap contract with a notional value of $350.0 million that matures in 2025. The Company pays a base fixed rate of 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of March 31, 2023, $47.2 million is remaining in Accumulated other comprehensive loss, net. See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at March 31, 2023 and December 31, 2022. See Note 12 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps.

Note 9 — Equity

Share Repurchase Authorization

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, $1.0 billion and $0.4 billion of the Company’s common stock during 2021, 2022, and February 2023, respectively. As of March 31, 2023, $954.5 million remained available under the share repurchase program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

The Company’s share repurchase activity is presented in the table below for the periods indicated.

	Three Months Ended
	March 31,
	2023		2022
Number of shares repurchased (1)	327,680		1,627,709
Cash paid for repurchased shares (in thousands) (2)	$	106,850	$	451,070

(1)The average purchase price for repurchased shares was $332.18 and $284.53 for the three months ended March 31, 2023 and 2022, respectively. The repurchased shares during the three months ended March 31, 2023 and 2022 included purchases for both open market purchases and stock-based compensation award settlements.

(2)The cash paid for repurchased shares during the three months ended March 31, 2023 excluded $2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023. The cash paid for repurchased shares during the three months ended March 31, 2022 excluded $12.1 million of open market purchases with trade dates in March 2022 that settled in April 2022.

Accumulated Other Comprehensive Loss, net (“AOCL”)

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

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Three Months Ended March 31, 2023

	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance - Balance at December 31, 2022	$	(39,248)	$	(4,247)	$	(58,115)	$	(101,610)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		1,832		1,832
Reclassifications from AOCL to income (2), (3)	3,834		34		—		3,868
Other comprehensive income (loss), net	3,834		34		1,832		5,700
Balance – March 31, 2023	$	(35,414)	$	(4,213)	$	(56,283)	$	(95,910)

Three Months Ended March 31, 2022

	Interest Rate Swaps		Defined Benefit Pension Plans		Foreign Currency Translation Adjustments		Total
Balance – December 31, 2021	$	(56,323)	$	(6,672)	$	(18,436)	$	(81,431)
Other comprehensive income (loss) activity during the period:
Change in AOCL before reclassifications to income	—		—		(6,798)		(6,798)
Reclassifications from AOCL to income (2), (3)	5,370		48		—		5,418
Other comprehensive income (loss), net	5,370		48		(6,798)		(1,380)
Balance – March 31, 2022	$	(50,953)	$	(6,624)	$	(25,234)	$	(82,811)

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

(2)$5.1 million and $7.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended March 31, 2023 and 2022, respectively. See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges.

(3)The reclassifications related to defined benefit pension plans were recorded in Other (expense) income, net.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at March 31, 2023 that is expected to be reclassified into earnings within the next 12 months is $19.8 million.

Note 10 — Income Taxes

The provision for income taxes was $85.5 million and $42.5 million for the three months ended March 31, 2023 and 2022, respectively. The effective income tax rate was 22.4% and 19.8% for the three months ended March 31, 2023 and 2022, respectively. The year-over-year increase in the effective income tax rate was primarily due to the sale of the TalentNeuron business.

The Company had gross unrecognized tax benefits of $141.0 million on March 31, 2023 and $137.2 million on December 31, 2022. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $12.3 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Note 11 — Derivatives and Hedging

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

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March 31, 2023
Derivative Contract Type	Number of Contracts	Notional Amounts		Fair Value Asset (Liability), Net (3)		Balance Sheet Line Item	Unrealized Loss Recorded in AOCL, net of tax
Interest rate swaps (1)	1	$	350,000	$	1,681	Other assets	$	(35,414)
				5,909		Other current assets
Foreign currency forwards (2)	38	232,475 </