GARTNER INC - Annual Report: 2022 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended December 31, 2022 | |||||
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 incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| P.O. Box 10212 | |||||
| 56 Top Gallant Road | |||||
| Stamford, | |||||
| Connecticut | 06902-7700 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
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, $0.0005 par value per share | IT | New York Stock Exchange | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
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 of this chapter) 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of June 30, 2022, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $18.6 billion, based on the closing price as reported on the New York Stock Exchange.
As of February 3, 2023, there were 79,060,595 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive Proxy Statement for the Annual Meeting of Stockholders to be held on June 1, 2023 (the “2023 Proxy Statement”) is incorporated by reference into Part III to the extent described therein.
GARTNER, INC.
2022 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS.
GENERAL
Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 90 countries and territories— across all major functions, in every industry and enterprise size.
Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as described below.
Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.
The fiscal year of Gartner is the twelve-month period from January 1 through December 31. All references to 2022, 2021 and 2020 herein refer to the fiscal year unless otherwise indicated. When used in this Annual Report on Form 10-K, the terms “Gartner,” the “Company,” “we,” “us” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.
MARKET OVERVIEW
Enterprise leaders face enormous pressure to stay ahead and grow profitably amidst constant changes. Whether it is a digital transformation, a global health crisis, large-scale regulatory changes, or other unique challenges, business leaders today are facing significant disruptive changes. We believe that enterprises cannot be operationally effective unless they incorporate the right strategy, management and technology decisions into every part of their business. This requirement affects all business levels, functions and roles. Executives and their teams turn to Gartner for decision-making and execution guidance to achieve their mission critical priorities.
OUR SOLUTION
We believe our combination of expert-led, practitioner-sourced and data-driven research steers clients toward the right decisions and actions on the issues that matter most. Organizations are overrun with data and information. Gartner helps eliminate this information chaos and provides clarity with actionable, objective insight. We employ a diversified business model that utilizes and leverages the breadth and depth of our differentiated intellectual capital. The foundation of our business model is our ability to create and distribute our proprietary research content as broadly as possible via published reports, interactive tools, facilitated peer networking, briefings and direct communications with executives and their teams; our conferences, including the Gartner Symposium/Xpo series; and consulting and advisory services.
PRODUCTS AND SERVICES
Our diversified business model provides multiple entry points and sources of value for our clients that lead to increased client spending on our research and advisory services, conferences and consulting services. A critical part of our long-term strategy is to increase business volume and penetration with our most valuable clients, identifying relationships with the greatest sales potential and expanding those relationships by offering strategically relevant research and insight. We also seek to extend the Gartner brand name to develop new client relationships, augment our sales capacity and expand into new markets around the world. These initiatives have created additional revenue streams through more effective packaging, campaigning and cross-selling of our products and services. In addition, we seek to increase our revenue and operating cash flow through more effective pricing of our products and services.
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Our principal products and services are delivered through our three business segments, as described below.
•RESEARCH. Gartner delivers independent, objective advice to leaders across an enterprise through subscription services that include on-demand access to published research content, data and benchmarks, and direct access to a network of approximately 2,500 research experts located around the globe. Gartner research is the fundamental building block for all Gartner products and services. We combine our proprietary research methodologies with extensive industry and academic relationships to create Gartner products and services that address each role across an enterprise. Within the Research segment, Global Technology Sales (“GTS”) sells products and services to users and providers of technology, while Global Business Sales (“GBS”) sells products and services to all other functional leaders, such as human resources, supply chain, finance, and marketing.
Our research agenda is defined by clients’ needs, focusing on the critical issues, opportunities and challenges they face every day. We are in steady contact with more than 15,000 distinct client enterprises worldwide. We publish tens of thousands of pages of original research annually, and our research experts had more than 460,000 direct client interactions in 2022. Our size and scale enable us to commit vast resources toward broader and deeper research coverage and to deliver insight to our clients based on what they need and where they are. The ongoing interaction of our research experts with our clients enables us to identify the most pertinent topics to them and develop relevant product and service enhancements to meet the evolving needs of users of our research. Our proprietary research content, presented in the form of reports, briefings, updates and related tools, is delivered directly to the client’s computer or mobile device via our website and/or product-specific portals.
Clients normally sign subscription contracts that provide access to our research content and advisory services for individual users over a defined period. We typically have a minimum contract period of twelve months for our research and advisory subscription contracts and, at December 31, 2022, over 70% of our contracts were multi-year.
•CONFERENCES. Gartner conferences are designed for information technology (“IT”) and business executives as well as decision makers looking to adapt and evolve their organizations through disruption and uncertainty, navigate risks and prioritize investments. Attendees experience sessions led by Gartner research experts, and the sessions include cutting-edge technology solutions, peer exchange workshops, one-on-one analyst and advisor meetings, consulting diagnostic workshops, keynotes and more. Our conferences also provide attendees with an opportunity to interact with IT and business executives from the world’s leading companies. In addition to role-specific summits and workshop-style seminars, Gartner hosts the Gartner Symposium/Xpo series, including its unique, flagship IT Symposium/Xpo®, which is held at several locations worldwide annually. During 2022, Gartner successfully held 25 in-person and 16 virtual conferences with more than 60,000 attendees, including eight Symposiums/Xpos. In addition, during 2022 we hosted 350+ peer networking meetings, and through the Evanta brand we hosted 350+ exclusive C-level meetings with close to 200 in-person.
•CONSULTING. Through its experienced consultants, Gartner Consulting serves chief information officers and other senior executives who are driving technology-related strategic initiatives to optimize technology investments and drive business impact. Gartner Consulting combines the power of Gartner’s market-leading research with custom analysis and on-the-ground support to help clients to turn insight and advice into action and impact.
Consulting solutions capitalize on Gartner assets that are invaluable to IT decision-making, including: (1) our extensive research, which ensures that our consulting analyses and advice are based on a deep understanding of the IT environment and the business of IT; (2) our market independence, which keeps our consultants focused on our clients’ success; and (3) our market-leading benchmarking capabilities, which provide relevant comparisons and best practices to assess and improve performance. Additionally, we provide actionable solutions for a range of IT-related priorities, including IT cost optimization, digital transformation and IT sourcing optimization.
COMPETITION
We believe that the principal factors that differentiate us from our competitors are as follows:
•Superior research content - We believe that we create the broadest, highest-quality and most relevant research coverage across all major functional roles in an enterprise. Our independent operating model and research analysis generates unbiased insight that we believe is timely, thought-provoking and comprehensive, and that is known for its high quality, independence and objectivity.
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•Our leading brand name - We have provided critical, trusted insight under the Gartner name for more than 40 years.
•Our global footprint and established customer base - We have a global presence with clients in approximately 90 countries and territories on six continents. A substantial portion of our revenue is derived from sales outside of the United States.
•Insight that creates connections - Our global community of experts, analysts and peers help provide the deep relationships that help clients stay ahead of the curve.
•Experienced management team - Our management team is comprised of research veterans and experienced industry executives with long tenure at Gartner.
•Substantial operating leverage in our business model - We can distribute our intellectual property and expertise across multiple platforms, including research and advisory subscription and membership programs, conferences and consulting engagements, to derive incremental revenue and profitability.
•Vast network of research experts and consultants - As of December 31, 2022, we had approximately 2,500 research experts and 880 experienced consultants located around the world. Our research experts are located in more than 30 countries and territories, enabling us to cover vast aspects of business and technology on a global basis.
Notwithstanding these differentiating factors, we face competition from a significant number of independent providers of information products and services. We compete indirectly with consulting firms and other data and information providers, including electronic and print media companies. These indirect competitors could choose to compete directly with us in the future. In addition, we face competition from free sources of information that are available to our clients through the internet. Limited barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge and existing competitors may start to provide additional or complementary services. While we believe the breadth and depth of our research positions us well versus our competition, increased competition could result in loss of market share, diminished value in our products and services, reduced pricing, and increased sales and marketing expenditures.
INTELLECTUAL PROPERTY
Our success has resulted in part from proprietary methodologies, software, reusable knowledge capital and other intellectual property rights. We rely on a combination of patent, copyright, trademark, trade secret, confidentiality, non-compete and other contractual provisions to protect our intellectual property rights. We have policies related to confidentiality, ownership, and the use and protection of Gartner’s intellectual property. We also enter into agreements with our employees and third parties as appropriate that protect our intellectual property, and we enforce these agreements if necessary. We recognize the value of our intellectual property in the marketplace and vigorously identify, create and protect it. Additionally, we actively monitor and enforce contract compliance by our end users.
HUMAN CAPITAL MANAGEMENT
We believe our people are our most valuable asset, enabling our long track record of global growth. From attracting diverse talent through our recruitment process, to cultivating that talent with learning and development opportunities and rewards for strong performers, to supporting overall wellness with meaningful benefits and engagement, we strive to put our people first. At December 31, 2022, we had approximately 19,500 employees globally, approximately 9,110 of which were outside of the U.S., and the overwhelming majority of our employees were full time.
Gartner is committed to providing equal employment opportunities to all applicants and employees without regard to any legally protected status. This commitment is formalized in our global and U.S. equal employment opportunity policies. We continually renew this commitment by seeking to optimize our recruitment and professional development processes, create networking and educational opportunities, celebrate heritage and history, celebrate community service, and create safe spaces for all employees. Our human capital management strategies are developed by executive management and overseen by the Compensation Committee of our Board of Directors.
Diversity, Equity and Inclusion
Gartner is committed to creating a culture of inclusion - which is critical to the objectivity and independence we provide our clients. We celebrate diversity of thought and we welcome and encourage diverse perspectives. We embed Diversity, Equity and Inclusion (“DEI”) concepts into our culture and our critical people processes. Our DEI efforts are all about building the confidence and conviction in all of our associates – but particularly in our leaders - to do the right things and building a
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language of inclusion to foster this. 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. In addition, the DEI Center of Excellence operationalizes strategy and establishes goals against key metrics to drive greater transparency and accountability. Our teams of employees are composed of individuals from different geographies, cultures, religions, ethnicities, races, genders, sexual orientations, abilities and generations working together to solve problems. Currently, 33% of our Board of Directors and 23% of our executive management team identifies as female, and 25% of our Board of Directors identifies as racially or ethnically diverse. As of December 31, 2022, approximately 47% of our employees worldwide identified as female and 24% of employees in the U.S. identified as racially or ethnically diverse. On a worldwide basis, our employees were represented by more than 85 self-identified nationalities working in 38 different countries and territories.
We emphasize the importance of inclusion to leaders and managers and the value of fostering a sense of belonging within their teams. 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.
The Company supports a number of employee-driven Employee Resource Groups (“ERGs”) that bring employees together to foster a diverse, inclusive and supportive workplace. Gartner currently has six formal ERGs supporting underrepresented racial, ethnic and multicultural backgrounds, women, the LGBTQ+ community, veterans and employees with disabilities. Participation in ERGs is voluntary and open to all employees. In 2022, over 5,300 Gartner associates were members of at least one ERG.
Health, Safety and Compensation
We seek to invest in meaningful, innovative and inclusive compensation and benefit programs that support physical, financial and emotional well-being of our employees. 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 health centers and fitness centers, among others. 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. We also provide a number of free mental and behavioral health resources, including access to the Employee Assistance Program for employees and their dependents.
Talent Development, Retention and Training
Gartner aims to foster a culture of lifelong learning, getting feedback and evolving. In addition to helping employees unlock their full potential through mechanisms like continuous feedback and performance appraisals, we have dedicated programs designed to develop effective leaders. We also offer rotational programs and an online learning experience platform for employees called GartnerYou. In 2022, GartnerYou offered more than 46,000 learning resources, with over 400,000 completions globally. Since our Sales and Research & Advisory teams make up approximately 50% of total employees worldwide, we also have formal, dedicated programs to help train and onboard new hires as well as more experienced managers and leaders within Sales and Research & Advisory. In 2021, Gartner transformed how we onboard new sales hires so they more quickly develop the core competencies tied to sales success. Rooted in learning and development best practices, the reimagined program operates in a scalable model that provides new sales hires in their first year with access to as many as 2,100 well-paced, just-in-time learning assets. In 2022, we expanded the program, and more than 3,100 sales associates participated. Through these programs, we believe our teams develop role-specific knowledge and skills, increase productivity and improve performance.
We also strive to develop an inclusive and engaging environment that makes Gartner a vibrant, exciting place to work. We believe the greatest catalyst to engagement comes from leadership — particularly their efforts to set direction, allocate resources, and build individual and organizational capability. We embed our associate survey efforts within our business units so that the insight we glean can help leaders understand the opportunities for effecting organizational growth. 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.
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Our Communities and the Environment
Our associates have a long history of individual and team volunteering. Gartner facilitates a charity match program. In 2022, over 19% of associates made matched donations to more than 3,600 nonprofits, amounting to over $7.1 million donated by Gartner and its associates. In 2022, Gartner associates also logged approximately 24,300 hours supporting over 580 nonprofit organizations around the world. Finally, in 2022, we announced our commitment to achieve net-zero greenhouse gas emissions by 2035 in accordance with Science Based Target initiative’s (SBTi) Net-Zero Standard.
We encourage you to review our Corporate Responsibility Report located on our website at gartner.com, under the “Corporate Responsibilities” link in the “About” tab for more detailed information regarding our Human Capital programs and initiatives. Nothing on our website, including our Corporate Responsibility Report or sections thereof, shall be deemed incorporated by reference into this Annual Report, or any other filing we make with the SEC.
GOVERNMENT CONTRACTS
Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our products and services. Additionally, our contracts at the state and local levels, as well as foreign government contracts, are subject to various governmental authorizations and funding approvals and mechanisms. Certain of these contracts may be terminated at any time by the government entity without cause or penalty.
AVAILABLE INFORMATION
Our internet address is gartner.com and the Investor Relations section of our website is at investor.gartner.com. We make available free of charge, on or through the Investor Relations section of our website, printable copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”). Unless expressly noted, the information on our website or any other website is not incorporated by reference in this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the SEC.
Also available at investor.gartner.com, under the “Governance” link, are printable and current copies of our: (i) CEO and CFO Code of Ethics, which applies to our Chief Executive Officer, Chief Financial Officer, Controller and other financial managers; (ii) Global Code of Conduct, which applies to all Gartner officers, directors and employees, wherever located; (iii) Principles and Practices of the Board of Directors of Gartner, Inc., the corporate governance principles that have been adopted by our Board; and (iv) charters for each of the Board’s standing committees: Audit, Compensation and Governance/Nominating. We will disclose any waiver we grant to an executive officer or director under our Code of Ethics, or certain amendments to the Code of Ethics, on our website at investor.gartner.com, under the “Governance” link.
ITEM 1A. RISK FACTORS.
We operate in a highly competitive and rapidly changing environment that involves numerous risks and uncertainties, some of which are beyond our control. In addition, we and our clients are affected by global economic conditions and trends. The following sections address significant factors, events and uncertainties that make an investment in our securities risky. We urge you to consider carefully the factors described below and the risks that they present for our operations, as well as the risks addressed in other reports and materials that we file with the SEC and the other information, included or incorporated by reference in this Form 10-K. When the factors, events and contingencies described below or elsewhere in this Form 10-K materialize, there could be a material adverse impact on our business, prospects, results of operations, financial condition, and cash flows, and therefore have a potential negative effect on the trading price of our common stock. Additional risks not currently known to us or that we now deem immaterial may also harm us and negatively affect your investment. 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 give 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; (3) legal and regulatory risks; and (4) risks related to our Common Stock. 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.
Strategic and Operational Risks
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We may not be able to maintain the quality of our existing products and services. We operate in a rapidly evolving market, and our success depends on our ability to deliver high quality and timely research and analysis to our clients. Any failure to continue to provide credible and reliable information and advice that is useful to our clients could have a material adverse effect on future business and operating results. Further, if our published data, opinions or viewpoints are considered to be wrong, lack independence, or are not substantiated by appropriate research, our reputation will suffer and demand for our products and services may decline. In addition, we must continue to improve our methods for delivering our products and services in a cost-effective manner via the internet and mobile applications in an inflationary economic environment. Failure to maintain state of the art electronic delivery capabilities could materially adversely affect our future business and operating results.
We may not be able to enhance and develop our existing products and services or introduce the new products and services that are needed to remain competitive. The market for our products and services is characterized by rapidly changing needs for information and analysis. The development of new products is a complex and time-consuming process. Nonetheless, to maintain our competitive position, we must continue to anticipate the needs of our clients, develop, enhance 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. Any failure to achieve successful client acceptance of new products and services could have a material adverse effect on our business, results of operations and financial position. Additionally, significant delays in new product or service releases or significant problems in creating new products or services could materially adversely affect our business, results of operations and financial position.
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 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. We will need to continue to respond to and anticipate these changes by enhancing our product and service offerings to maintain our competitive position. However, we may not be successful in responding to these forces and enhancing our product and service offerings on a timely basis, and any enhancements we develop may not adequately address the changing needs of our clients. Our future success will depend upon our ability to develop and introduce in a timely manner new or enhance existing offerings that address the changing needs of this constantly evolving marketplace. Failure to develop products that meet the needs of our clients in a timely manner could have a material adverse effect on our business, results of operations, and financial position.
In addition, some of our content is exposed to Internet search engines, which help generate website traffic. Search engines often update their proprietary algorithms, which affects the placement of links to our websites. Some search engines also provide substantive content in search results, which, if expanded to the areas in which we operate, could reduce the need to enter our websites. When a major search engine changes its algorithms in a manner that negatively affects our placement in search results or makes it less likely for our target audience to enter our websites, our business, results of operations and financial position may be harmed.
Our Research business depends on renewals of subscription-based services and sales of new subscription-based services for a significant portion of our revenue, and our failure to renew at historical rates or generate new sales of such services will lead to a decrease in our revenues. A large portion of our success depends on our ability to generate renewals of our subscription-based research products and services and new sales of such products and services, both to new clients and existing clients. These products and services constituted approximately 76% and 79% of total revenues from our on-going operations for 2022 and 2021, respectively. Generating new sales of our subscription-based products and services, both to new and existing clients, is a challenging, costly, and often time-consuming process. If we are unable to generate new sales, due to competition or other factors, our revenues will be adversely affected.
Our research subscription contracts are typically for twelve months or longer. Our ability to maintain contract renewals is subject to numerous factors, including the following:
•delivering high-quality and timely analysis and advice to our clients;
•understanding and anticipating market trends and the changing needs of our clients; and
•providing products and services of the quality and timeliness necessary to withstand competition.
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Additionally, as we continue to adjust our products and service offerings to meet our clients’ continuing needs, we may shift the type and pricing of our products which may impact client renewal rates. While our Research client retention rate was 86% for both 2022 and 2021, there can be no guarantee that we will continue to maintain this rate of client renewals.
The profitability and success of our conferences and other meetings are subject to external factors beyond our control. Our Conferences business constituted approximately 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.
The market for desirable dates and locations for our activities has historically been highly competitive. If we cannot secure desirable dates and suitable venues for our conferences the profitability for these conferences will suffer, and our financial position and results of operations may be adversely affected. In addition, because our conferences are scheduled in advance and held at specific locations, the success of these activities can be affected by circumstances outside of our control, such as the occurrence of or concerns related to communicable diseases (such as COVID-19), labor strikes, transportation shutdowns and travel restrictions, economic slowdowns, reductions in government spending, geopolitical crises, terrorist attacks, war, weather, natural disasters, and other occurrences impacting the global, regional, or national economies, the occurrence of any of which could negatively impact the success of the conference or meeting. We also face the challenge of procuring venues that are sizeable enough at a reasonable cost to accommodate some of our major activities.
We also face risks related to insurance coverage for our cancelled 2020 and 2021 conferences. Our event cancellation insurance, including a two-year policy covering destination conferences during 2020 and 2021 and a policy covering Evanta conferences during 2020, provided up to $170 million in coverage for 2020 cancellations with the right to reinstate the policy limits one time if those limits are utilized. The insurer has contested our right to reinstate the limits and to use reinstated limits to cover losses resulting from 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 one time if the initial limits are inadequate. The insurer has contested all coverage for events cancelled in 2021 due to COVID-19. 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. Gartner is also seeking $150 million in initial limits for events cancelled in 2021 and to reinstate those limits up to an additional $150 million. In 2022, Gartner also commenced litigation against the insurance broker who negotiated and procured our event cancellation insurance. It is difficult to predict how long it will take to resolve these lawsuits and the resolution could affect our financial results.
Our insurance coverage for 2022 (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 2022 and 2021. Consulting engagements typically are project-based and non-recurring. In addition, revenue from our contract optimization business can fluctuate significantly from period to period and is not predictable. Our ability to replace consulting engagements is subject to numerous factors, including the following:
•delivering consistent, high-quality consulting services to our clients;
•tailoring our consulting services to the changing needs of our clients; and
•our ability to match the skills and competencies of our consulting staff to the skills required for the fulfillment of existing or potential consulting engagements.
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A material decline in our ability to replace consulting engagements will have an adverse impact on our revenues and our financial condition.
We may not be able to attract and retain qualified personnel which could jeopardize the quality of our products and services and our future growth plans. Our success is based on attracting and retaining talented employees and we depend heavily upon the quality of our senior management, research analysts, consultants, sales and other key personnel. The market for highly skilled workers and leaders in our industry is extremely competitive. 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 a greater ability to attract and compensate these professionals. Moreover, increasing wage inflation may affect our profit margin as we strive to provide compensation packages that are competitive. We face risks related to global labor shortages, and competitive markets have increased attrition throughout our sector. Additionally, some of the personnel that we attempt to hire are subject to non-compete agreements that could impede our short-term recruitment efforts. Our employee hiring and retention also depend on our brand and reputation as well as our ability to build and maintain a diverse and inclusive workplace culture that enables our employees to thrive. We may also be limited in our ability to recruit internationally by restrictive domestic immigration laws, and changes to policies that restrain the flow of technical and professional talent could inhibit our ability to adequately staff our research and development and other efforts.
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 results or stock price. In addition, effective succession planning is important to our long-term success, and failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
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.
If we are unable to enforce and protect our intellectual property rights, our competitive position may be harmed. We rely on a combination of copyright, trademark, trade secret, patent, confidentiality, non-compete and other contractual provisions to protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized third parties may obtain and use technology or other information that we regard as proprietary. Our intellectual property rights may not survive a legal challenge to their validity or provide significant protection for us. 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 rights in order to access those markets. Accordingly, we may not be able to protect our intellectual property against unauthorized or undesired third-party copying or use, which could adversely affect our competitive position. Additionally, there can be no assurance that another party will not assert that we have infringed its intellectual property rights.
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. When the period expires relating to their particular restrictions, former employees may compete against us. 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 efforts.
Privacy concerns could damage our reputation and deter current and potential clients from using our products and services or attending our conferences. 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. In the ordinary course of our business and in accordance with applicable laws, we collect personal information (i) from our employees, (ii) from the users of our products and services, including conference attendees, and (iii) from prospective clients. We collect only basic personal information from our clients and prospects. While we believe our overall data privacy procedures are adequate, the theft or loss of such data, or concerns about our practices, even if unfounded, with regard to the collection, use, disclosure, or security of this personal information or other data protection related matters could damage our reputation and materially adversely affect our operating results. Any systems failure or compromise of our security that results in the disclosure of our users’ personal 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.
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We are exposed to risks related to cybersecurity. A significant portion of our business is conducted over the internet and we rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information relating to our business operations and confidential and sensitive information about our customers and employees in our computer systems and networks, and in those of our third-party vendors. Individuals, groups, and state-sponsored organizations may take steps that pose threats to our operations, our computer systems, our employees, and our customers. The cybersecurity risks we face range from cyber attacks common to most industries, such as the development and deployment of malicious software to gain access to our networks and attempt to steal confidential information, launch distributed denial of service attacks, or attempt other coordinated disruptions, to more advanced threats that target us because of our prominence in the global research and advisory field.
Like many multinational corporations, we, and some third parties upon which we rely, have experienced cyber attacks on our computer systems and networks in the past and may experience them in the future, likely with more frequency and sophistication, and involving a broader range of devices and modes of attack, all of which will increase the difficulty of detecting and successfully defending against them. To date, none have resulted in any material adverse impact to our business, operations, products, services or customers. We have implemented various security controls to both meet our security obligations, while also defending against constantly evolving security threats. Our security controls help to secure our information systems, including our computer systems, intranet, proprietary websites, email and other telecommunications and data networks, and we scrutinize the security of outsourced website and service providers prior to retaining their services. However, the security measures implemented by us or by our outside service providers may not be effective and our systems (and those of our outside service providers) are vulnerable to theft, loss, damage and interruption from a number of potential sources and events, including unauthorized access or security breaches, cyber attacks, computer viruses, power loss, or other disruptive events. As a result of transitioning to a virtual-first hybrid, remote-work environment, most of our employees are working remotely, 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 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). Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber attacks, and may in the future result in heightened cybersecurity requirements, including additional regulatory expectations for oversight of vendors and service providers.
A cyber attack, widespread internet failure or internet access limitations, or disruption of our critical information technology systems through denial of service, viruses, or other events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt other critical client-facing or business processes or dislocate our critical internal functions. Additionally, any material breaches of cybersecurity or other technology-related catastrophe, or media reports of perceived security vulnerabilities to our systems or those of our third parties, even if no breach has been attempted or occurred, could cause us to experience reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard our customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by us.
Any of the foregoing may have a material adverse effect on our business, operating results and financial condition.
We may experience outages and disruptions of our online services if we fail to maintain an adequate operations infrastructure. Our increasing user traffic and complexity of our products and services demand more computing power. We have invested substantial amounts and expect to continue investing (as necessary) in access to data centers and equipment and in moving more of our workload into cloud services, upgrading our technology and network infrastructure to handle increased traffic on our websites, and delivering our products and services through emerging channels, such as mobile applications. However, any inefficiencies or operational failures could diminish the quality of our products, services, and user experience, resulting in damage to our reputation and loss of current and potential users, subscribers, and advertisers, potentially harming our financial condition and operating results.
We have grown, and may continue to grow, through acquisitions and strategic investments, 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 integrate the business of the acquired company, increase revenue or fully realize anticipated synergies,
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the time to train the sales force to market and sell the products of the acquired business, the potential disruption of our ongoing business and the distraction of management from our day to day business. The realization of any of these risks could adversely affect our business. Additionally, we face competition in identifying acquisition targets and consummating acquisitions.
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. In Arlington, we have consolidated all our businesses into a single building and have sublet substantially all of the excess space in our other properties. Through our real estate consolidations and other related activities, we seek to secure quality subtenants with appropriate sublease terms. However, if we fail to secure quality subtenants, or subtenants default on their sublease obligations with us or otherwise terminate their subleases with us, we may experience a loss of planned sublease rental income, which could result in a material charge against our operating results. Additionally, the long-term impact of responses to COVID-19 on leased office space availability and rental costs of leased office space is not yet known.
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 need arise. If the new spaces are not completed on schedule, or if the landlord defaults on its commitments and obligations pursuant to the new leases, we may incur additional expenses. In addition, unanticipated difficulties in initiating operations in a new space, including construction delays, natural disasters, IT system interruptions, or other infrastructure support problems, could result in a delay in moving into the new space, resulting in a potential loss of employee and operational productivity and a loss of revenue and/or additional expenses, which could also have an adverse, material impact on our operating results.
Our sales to governments are subject to appropriations and some may be terminated early. We derive significant revenues from research and consulting contracts with the United States government and its respective agencies, numerous state and local governments and their respective agencies, and foreign governments and their agencies. At December 31, 2022 and 2021, approximately $932 million and $790 million, respectively, of our outstanding revenue contracts were attributable to government entities. Our U.S. government contracts are subject to the approval of appropriations by the U.S. Congress to fund the agencies contracting for our services. Additionally, our contracts at the state and local levels, as well as foreign government contracts, are subject to various governmental authorizations and funding approvals and mechanisms. Certain of these contracts may be terminated at any time by the government entity without cause or penalty (“termination for convenience”). In addition, contracts with U.S. federal, state and local, and foreign governments and their respective agencies are subject to increasingly complex bidding procedures and compliance requirements, as well as intense competition. Failure to adequately abide by these procedures and compliance requirements could result in an inability to contract with governments or their agencies, termination of existing contracts, or even suspension and disbarment from doing future business with a government or agency. Moreover, while terminations by governments for lack of funding have not been significant historically, should appropriations for the various governments and agencies that contract with us be curtailed, or should our government contracts be terminated for convenience, we may experience a significant loss of revenues.
We may not be able to maintain the equity in our brand name. We believe that our “Gartner” brand, in particular our independence, is critical to our efforts to attract and retain clients and top talent, and that the importance of brand recognition will increase as competition increases. We may also discover that our brand, though recognized, is not perceived to be relevant by new market segments we have targeted. We may expand our marketing activities to promote and strengthen the Gartner brand and may need to increase our marketing budget, hire additional marketing and public relations personnel, and expend additional sums to protect our brand and otherwise increase expenditures to create and maintain client brand loyalty. If we fail to effectively promote, maintain, and protect the Gartner brand, or incur excessive expenses in doing so, our future business and operating results could be materially adversely impacted.
Our outstanding debt obligations could negatively impact our financial condition and future operating results. As of December 31, 2022, the Company had outstanding debt of $282 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”). Additional information regarding the 2020 Credit Agreement, the 2028 Notes, the 2029 Notes and the 2030 Notes is included in Note 6 — Debt in the Notes to Consolidated Financial Statements.
The debt service requirements of these borrowings could impair our future financial condition and operating results. In addition, the affirmative, negative and financial covenants of the 2020 Credit Agreement, as well as the covenants related to the Senior Notes, could limit our future financial flexibility. A failure to comply with these covenants could result in acceleration of all amounts outstanding, which could materially impact our financial condition unless accommodations could be negotiated with our lenders and noteholders. No assurance can be given that we would be successful in doing so, or that any accommodations that we were able to negotiate would be on terms as favorable as those currently in place. The outstanding debt may limit the
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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, 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.
We may require additional cash resources which may not be available on favorable terms or at all. We may require additional cash resources due to changed business conditions, implementation of our strategy and stock repurchase program, to repay indebtedness or to pursue future business opportunities requiring substantial investments of additional capital, including acquisitions. If our existing financial resources are insufficient to satisfy our requirements, we may seek additional borrowings or issue debt. Prevailing credit and debt market conditions may negatively affect debt availability and cost, and, as a result, financing may not be available in amounts or on terms acceptable to us, if at all. In addition, the incurrence of additional indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would further restrict our operations.
Natural disasters, pandemics, terrorist acts, war, actions by governments, and other geopolitical activities could disrupt our operations. We operate in numerous U.S. and international locations, and we have offices in a number of major cities across the globe. The occurrence of, or concerns related to, a major weather event, earthquake, hurricane, flood, drought, volcanic activity, disease or pandemic, or other natural disaster could significantly disrupt our operations. In addition, acts of civil unrest, failure of critical infrastructure, terrorism, armed conflict, 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. Such events could cause delays in initiating or completing sales, impede delivery of our products and services to our clients, disrupt or shut down the internet or other critical client-facing and business processes, impede the travel of our personnel and clients, dislocate our critical internal functions and personnel, and in general harm our ability to conduct normal business operations, any of which can negatively impact our financial condition and operating results. Such events could also impact the timing and budget decisions of our clients, which could materially adversely affect our business.
Macroeconomic and Industry Risks
We are subject to risks from operating globally. We have clients in approximately 90 countries and territories and a substantial amount of our revenue is earned outside of the United States. Our operating results are subject to all of the risks typically inherent in international business activities, including general political and economic conditions in each country, challenges in staffing and managing foreign operations, changes in regulatory requirements, compliance with numerous and complex foreign laws and regulations, currency restrictions and fluctuations, the difficulty of enforcing client agreements, collecting accounts receivable and protecting intellectual property rights including against economic espionage in international jurisdictions. Further, we rely on local distributors or sales agents in some international locations. If any of these arrangements are terminated by our agent or us, we may not be able to replace the arrangement on beneficial terms or on a timely basis, or clients of the local distributor or sales agent may not want to continue to do business with us or our new agent.
Additionally, tariffs, trade barriers and restrictions, and other acts by governments to protect domestic markets or to retaliate against the trade tariffs and restrictions of other nations could negatively affect our business operations. 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.
Our operating results could be negatively impacted by global economic conditions. Our business is impacted by general economic conditions and trends in the United States and abroad, including without limitation inflation, slowing growth, rising interest rates and recession. In its recent report, Global Economics Prospects, January 2023, the World Bank reported that
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global growth is projected to decelerate sharply in 2023, to its third weakest pace in nearly three decades, overshadowed only by the 2009 and 2020 global recessions. According to the World Bank, this reflects policy tightening aimed at containing very high inflation, worsening financial conditions, and continued disruptions from Russia’s invasion of Ukraine. The report also notes that further negative shocks – such as higher inflation, even tighter policy, financial stress, deeper weakness in major economies, or rising geopolitical tensions – could push the global economy into recession. The World Bank predicts that global growth is expected to decelerate sharply to 1.7% in 2023 and increase modestly to 2.7% in 2024. A downturn in growth could negatively and materially affect future demand for our products and services in general, in certain geographic regions, in particular countries, or industry sectors, or could reduce demand for our in-person conferences. In addition, U.S. federal, state and local government spending limits may reduce demand for our products and services from those governmental agencies as well as organizations that receive funding from those agencies and could negatively affect macroeconomic conditions in the United States, which could further reduce demand for our products and services. Such difficulties could negatively impact our ability to maintain or improve the various business measurements we utilize (which are defined in this Annual Report), such as contract value and consulting backlog growth, client retention, wallet retention, consulting utilization rates, and the number of attendees and exhibitors at our conferences and other meetings. Failure to achieve acceptable levels of these indicators or improve them will negatively impact our financial condition, results of operations, and cash flows.
We face significant competition and our failure to compete successfully could materially adversely affect our results of operations, financial condition, and cash flows. The markets for our products and services are characterized by intense competition and we face direct competition from a significant number of independent providers of information products and services, including information available on the internet free of charge. We also compete indirectly against consulting firms and other information providers, including electronic and print media companies, some of which have greater financial, information gathering and marketing resources than we do. These indirect competitors could also choose to compete directly with us in the future. In addition, low barriers to entry exist in the markets in which we do business. As a result, new competitors may emerge, and existing competitors may start to provide additional or complementary services. Additionally, technological advances may provide increased competition from a variety of sources.
There can be no assurance that we will be able to successfully compete against current and future competitors and our failure to do so will result in loss of market share, diminished value in our products and services, reduced pricing and increased marketing expenditures. Furthermore, we will not be successful if we cannot compete effectively on quality of research and analysis, timely delivery of information, customer service, the ability to offer products to meet changing market needs for information and analysis, or price.
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.”
We are exposed to volatility in foreign currency exchange rates from our international operations. A significant portion of our revenues are typically derived from sales outside of the United States. Revenues earned outside the United States are typically transacted in local currencies, which may fluctuate significantly against the U.S. dollar. While we use forward exchange contracts to a limited extent to seek to mitigate foreign currency risk, our revenues and results of operations could be adversely affected by unfavorable foreign currency fluctuations.
Our business could be negatively impacted by climate change. While we seek to mitigate the business risks associated with climate change for our operations, there are inherent climate-related risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, clients, vendors or other stakeholders is a priority. We have large offices in Connecticut, Florida, India, the United Kingdom, Spain and Australia, and other locations that are vulnerable to climate change effects. Changing market dynamics, global policy developments, and the increasing frequency and impact of extreme weather events on critical infrastructure in the U.S. and elsewhere have the potential to disrupt our business, the business of our vendors, and the business clients, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations.
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Failure to achieve ESG commitments or meet stakeholder expectations in ESG could harm our reputation. We have committed to achieve net-zero greenhouse gas emissions by 2035 in accordance with the SBTi's Net-Zero Standard. Our ability to achieve this and other ESG goals is subject to numerous risks outside of our control. Our failure to achieve them or continue practices that meet evolving stakeholder expectations in ESG could harm our reputation, adversely affect our ability to attract and retain employees or clients and expose us to increased scrutiny from investors and regulatory authorities.
Legal and Regulatory Risks
Our failure to comply with complex U.S. and foreign laws and regulations could have a material adverse effect on our operations or financial condition. Our business and operations may be conducted in countries where corruption has historically penetrated the economy. It is our policy to comply, and to require our local partners, distributors, agents, and those with whom we do business to comply, with all applicable anti-bribery and anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, regulations established by the Office of Foreign Assets Control (OFAC) and with applicable local laws of the foreign countries in which we operate. There can be no assurance that all of our employees, contractors and agents will comply with the Company’s policies that mandate compliance with these laws. Any determination that we have violated or are responsible for violations of these laws, even if inadvertent, could be costly and disrupt our business, which could have a material adverse effect on our business, results of operations, financial condition, liquidity and cash flows, as well as on our reputation. For example, during the second half of 2018 we fully cooperated with a South African government commission established to review a wide range of issues related to the country’s revenue service, including the procurement and fulfillment of consulting agreements we entered into with the revenue service through a sales agent from late 2014 through early 2017. In parallel, we commenced an internal investigation regarding this matter. We voluntarily disclosed the matter to the SEC and Department of Justice (DOJ) in November 2018. 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.
In addition, continuously evolving data protection laws and regulations, such as the European Union General Data Protection Regulation (GDPR) and the decision in the Schrems II case, 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 laws and other new and proposed data protection laws, pose increasingly complex compliance challenges. We have implemented GDPR, CCPA, CPRA and LGPD compliance programs, as well as policies and processes to comply with the applicable Chinese data protection laws. In the meantime, Gartner will continue to maintain and rely upon our comprehensive global data protection compliance program, which includes administrative, technical, and physical controls to safeguard our associates’ and clients’ personal data. The interpretation and application of these laws in the United States, the EU, China and elsewhere are often uncertain, inconsistent and ever changing. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.
We face risks related to litigation. We are, and in the future may be, subject to a variety of legal actions, such as employment, breach of contract, intellectual property-related, and business torts, including claims of unfair trade practices and misappropriation of trade secrets. Given the nature of our business, we are also subject to defamation (including libel and slander), negligence, or other claims relating to the information we publish. Regardless of the merits of any claim and despite vigorous efforts to defend any such claim, claims can affect our reputation, and responding to any such claim could be time consuming, result in costly litigation and require us to enter into settlements, royalty and licensing agreements which may not be offered or available on reasonable terms. If a claim is made against us that we cannot defend or resolve on reasonable terms, our business, brand, and financial results could be materially adversely affected.
We face risks related to taxation. We are a global company and a substantial amount of our earnings is generated outside of the United States and taxed at rates other than the U.S. statutory federal income tax rate. Our effective tax rate, financial position and results of operations could be adversely affected by earnings being higher than anticipated in jurisdictions with higher statutory tax rates and, conversely, lower than anticipated in jurisdictions that have lower statutory tax rates, by changes in the valuation of our deferred tax assets and/or by changes in tax laws or accounting principles and their interpretation by relevant authorities. Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many countries. Tax reform legislation is being proposed or enacted in a number of jurisdictions where we do business. The Organization for Economic Co-operation and Development (“the OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, to be effective as of January 2024. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. In December 2022, South Korea
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enacted new global minimum tax rules to align with Pillar Two. The enactment of this and similar legislation could significantly increase our tax obligations in many countries where we do business. These actual, potential, and other changes, both individually and collectively, could materially increase our effective tax rate and negatively impact our financial position, results of operations, and cash flows. We will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.
In addition, our tax filings for various years are subject to examination by domestic and international taxing authorities and, during the ordinary course of business, we are under audit by various tax authorities. Recent and future actions on the part of the OECD and various governments have increased scrutiny of our tax filings. Although we believe that our tax filings and related accruals are reasonable, the final resolution of tax audits may be materially different from what is reflected in our historical tax provisions and accruals and could have a material adverse effect on our effective tax rate, financial position, results of operations, and cash flows.
Our corporate compliance program cannot guarantee that we are in compliance with all applicable laws and regulations. We operate in a number of countries, including emerging markets, and as a result we are required to comply with numerous, and in many cases, changing international and U.S. federal, state and local laws and regulations, including regulations relating to the ongoing Russia-Ukraine war. Accordingly, we have a corporate compliance program that includes the creation of appropriate policies defining employee behavior that mandate adherence to laws, employee training, annual affirmations, monitoring and enforcement. However, failure of any employee to comply with any of these laws, regulations or our policies, could result in a range of liabilities for the employee and for the Company, including, but not limited to, significant penalties and fines, sanctions and/or litigation, and the expenses associated with defending and resolving any of the foregoing, any of which could have a negative impact on our reputation and business.
Risks Related to Our Common Stock
Our anti-takeover protections may discourage or prevent a change of control, even if a change in control would be beneficial to our stockholders. Provisions of our restated certificate of incorporation and bylaws and Delaware law may make it difficult for any party to acquire control of us in a transaction not approved by our Board of Directors. These provisions include: (i) the ability of our Board of Directors to issue and determine the terms of preferred stock; (ii) advance notice requirements for inclusion of stockholder proposals at stockholder meetings; and (iii) the anti-takeover provisions of Delaware law. These provisions could discourage or prevent a change of control or change in management that might provide stockholders with a premium to the market price of their common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
As of December 31, 2022, we leased approximately 20 domestic and 65 international office properties for our ongoing business operations. These offices, which exclude certain properties that we sublease to others, support our executive and administrative activities, research and consulting, sales, systems support, operations, and other functions. Our corporate office is based in Stamford, Connecticut. We also maintain an important presence in: Fort Myers, Florida; Arlington, Virginia; Egham, the United Kingdom; Gurgaon, India; Irving, Texas; and Barcelona, Spain. The Company does not own any real property.
Our Stamford corporate headquarters is comprised of leased office space in two buildings located on the same campus. Our lease for the Stamford headquarters facility expires in 2027 and contains three five-year renewal options at fair value.
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. As a result, we believe our current real estate footprint is sufficient to support future growth.
ITEM 3. LEGAL PROCEEDINGS.
We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period.
ITEM 4. MINE SAFETY DISCLOSURES.
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Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is listed on the New York Stock Exchange under the symbol “IT”. As of February 3, 2023, there were 969 holders of record of our common stock. Our 2023 Annual Meeting of Stockholders will be held virtually on June 1, 2023.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The equity compensation plan information set forth in Part III, Item 12 of this Annual Report on Form 10-K is hereby incorporated by reference into this Part II, Item 5.
SHARE REPURCHASES
In May 2015, our Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of our common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion and $1.0 billion of the Company’s common stock during 2021 and 2022, respectively. On February 2, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $400 million of Gartner's common stock. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended December 31, 2022 pursuant to our share repurchase program and the settlement of stock-based compensation awards.
| Period | Total Number of Shares Purchased (#) | Average Price Paid Per Share ($) | Total Number of Shares Purchased Under Announced Programs (#) | Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in thousands) | ||||||||||||||||||||||
| 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 | ||||||||||||||||||||||
(1)The repurchased shares during the three months ended December 31, 2022 included purchases for both the settlement of stock-based compensation awards and open market purchases.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our consolidated financial statements and related notes included in this Annual Report on Form 10-K. Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.
This MD&A provides an analysis of our consolidated financial results, segment results and cash flows for 2022 and 2021 under the headings “Results of Operations,” “Segment Results” and “Liquidity and Capital Resources.” For a similar detailed discussion comparing 2021 and 2020, refer to those headings under Item 7., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2021.
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In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying data being measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions, projections or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue” or other words of similar meaning.
We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. 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, recession and the COVID-19 pandemic; 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 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; 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 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 the recently enacted Inflation Reduction Act of 2022) and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results. A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A. of this Annual Report on Form 10-K, which is incorporated herein by reference.
Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those listed above or described under “Risk Factors” in Item 1A of this Annual Report on Form 10-K. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. 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. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.
BUSINESS OVERVIEW
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Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.
Gartner delivers its products and services globally through three business segments – Research, Conferences and Consulting, as described below.
•Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
•Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
•Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.
Recent Events
The invasion of Ukraine by Russia and the sanctions and other measures being imposed in response to this conflict have increased the level of economic and political uncertainty. In March 2022, we began winding down our business in Russia. Russia has not composed a material portion of our consolidated revenues, net income, net assets or workforce. We do not have a business in Ukraine. Other impacts due to this evolving situation are currently unknown and could subject our business to materially adverse consequences should the situation escalate or cause an expansion of economic disruption beyond its current scope to the rest of Europe, where a material portion of our business is carried out. A prolonged disruption may adversely affect our business operations, financial performance and results of operations.
Inflation rates, particularly in North America and Europe, have increased significantly in the past year. Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy. However, if our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods. Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.
On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States. The statute includes a 15% corporate alternative minimum tax on U.S. corporations with adjusted financial statement income in excess of $1.0 billion which is effective for taxable years beginning after December 31, 2022. The statute also includes a 1% excise tax on publicly traded U.S. corporations for the value of any of its stock that is repurchased by the corporation, excluding certain excepted repurchases. We do not expect it will have a material impact on our future U.S. tax expense, cash taxes and effective tax rate. We also do not expect it to have a material impact on the amount of potential future share repurchases.
In November 2022, we entered into a definitive agreement to sell our TalentNeuron business. As of December 31, 2022, the assets and liabilities of TalentNeuron were considered held for sale, resulting in $49.0 million of assets held for sale and $30.8 million of liabilities held for sale on the Consolidated Balance Sheet. The majority of the held for sale assets were goodwill, intangible assets, net and accounts receivable, with carrying amounts of $16.0 million, $9.5 million and $15.9 million, respectively, while the majority of the held for sale liabilities was deferred revenues, with a carrying amount of $27.1 million. TalentNeuron is included in our Research segment.
On February 2, 2023, we completed the sale of TalentNeuron for approximately $164.0 million, prior to final working capital adjustments.
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BUSINESS MEASUREMENTS
We believe that the following business measurements are important performance indicators for our business segments:
| BUSINESS SEGMENT | BUSINESS MEASUREMENT | |||||||
| Research | Contract value represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. Contract value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders. | |||||||
Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago. Client retention is calculated at an enterprise level, which represents a single company or customer. | ||||||||
Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer. | ||||||||
| Conferences | Number of destination conferences represents the total number of hosted virtual or in-person conferences completed during the period. Single day, local meetings are excluded. | |||||||
Number of destination conferences attendees represents the total number of people who attend virtual or in-person conferences. Single day, local meetings are excluded. | ||||||||
| Consulting | Consulting backlog represents future revenue to be derived from in-process consulting and benchmark analytics engagements. | |||||||
Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill. | ||||||||
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. | ||||||||
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EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION
The fundamentals of our strategy include a focus on creating actionable insights for executive leaders and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.
We had total revenues of $5.5 billion in 2022, an increase of 16% compared to 2021 on a reported basis and 20% excluding the foreign currency impact. Net income increased to $807.8 million in 2022 from $793.6 million in 2021 and diluted earnings per share was $9.96 in 2022 compared to $9.21 in 2021.
Research revenues increased to $4.6 billion in 2022, an increase of 12% compared to 2021 on a reported basis and 16% excluding the foreign currency impact. The Research gross contribution margin was 74% in both 2022 and 2021. Contract value was $4.7 billion at December 31, 2022, an increase of 12% compared to December 31, 2021 on a foreign currency neutral basis.
Conferences revenues increased to $389.3 million in 2022, an increase of 82% compared to 2021 on a reported basis and 90% excluding the foreign currency impact. The Conferences gross contribution margin was 54% and 62% in 2022 and 2021, respectively. We held 25 in-person and 16 virtual conferences in 2022, and 39 virtual conferences in 2021.
Consulting revenues increased to $481.8 million in 2022, an increase of 15% compared to 2021 on a reported basis and 22% excluding the foreign currency impact. The Consulting gross contribution margin was 39% and 38% in 2022 and 2021, respectively. Backlog was $139.7 million at December 31, 2022.
Cash provided by operating activities was $1.1 billion and $1.3 billion during 2022 and 2021, respectively. As of December 31, 2022, we had $698.0 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. During 2022, we repurchased 3.8 million shares of the Company’s common stock for an aggregate purchase price of approximately $1.0 billion.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements requires the application of appropriate accounting policies and the use of estimates. Our significant accounting policies are described in Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements. Management considers the policies discussed below to be critical to an understanding of our consolidated financial statements because their application requires complex and subjective management judgments and estimates. Specific risks for these critical accounting policies are also described below.
The preparation of our consolidated financial statements requires us to make estimates and assumptions about future events. We develop our estimates using both current and historical experience, as well as other factors, including the general economic environment and actions we may take in the future. We adjust such estimates when facts and circumstances dictate. However, our estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on our best judgment at a point in time and, as such, they may ultimately differ materially from actual results. Ongoing changes in our estimates could be material and would be reflected in the Company’s consolidated financial statements in future periods.
Our critical accounting policies and estimates are described below.
Revenue recognition — Our revenue by significant source is accounted for as follows:
•Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.
•Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.
•Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee contracts are recognized as we work to satisfy our performance obligations. Revenues from time and materials engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.
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The majority of our Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. It is our policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.
Note 1 — Business and Significant Accounting Policies and Note 9 — Revenue and Related Matters in the Notes to Consolidated Financial Statements provide additional information regarding our revenues.
Accounting for income taxes — The Company uses the asset and liability method of accounting for income taxes. We estimate our income taxes in each of the jurisdictions where the Company operates. This process involves estimating our current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. When assessing the realizability of deferred tax assets, we consider if it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the largest amount of benefit with greater than a 50% likelihood of being realized. The Company uses estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax law and measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available.
Accounting for stock-based compensation — The Company accounts for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. The Company recognizes stock-based compensation expense, which is based on the fair value of the award on the date of grant, over the related service period. Note 10 — Stock-Based Compensation in the Notes to Consolidated Financial Statements provides additional information regarding stock-based compensation. 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 the Company’s common stock price volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to estimate the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of stock-based compensation awards and the related periodic expense represent management’s best estimates, which involve inherent uncertainties and the application of judgment. As a result, if circumstances change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock-based compensation expense could be materially different from what has been recorded in the current period.
A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards at the modification date. For vested awards, we recognize incremental compensation cost in the period the modification occurs. For unvested awards, we recognize any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost we recognize is the cost of the original award.
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RESULTS OF OPERATIONS
Consolidated Results
The table below presents an analysis of selected line items and year-over-year changes in our Consolidated Statements of Operations for the years indicated (in thousands).
| Year Ended December 31, 2022 | Year Ended December 31, 2021 | Increase (Decrease) | Percentage Increase (Decrease) | |||||||||||||||||||||||
| Total revenues | $ | 5,475,846 | $ | 4,733,962 | $ | 741,884 | 16 | % | ||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Cost of services and product development | 1,693,771 | 1,444,093 | 249,678 | 17 | ||||||||||||||||||||||
| Selling, general and administrative | 2,480,944 | 2,155,658 | 325,286 | 15 | ||||||||||||||||||||||
| Depreciation | 93,410 | 102,802 | (9,392) | (9) | ||||||||||||||||||||||
| Amortization of intangibles | 98,536 | 109,603 | (11,067) | (10) | ||||||||||||||||||||||
| Acquisition and integration charges | 9,079 | 6,055 | 3,024 | 50 | ||||||||||||||||||||||
| Operating income | 1,100,106 | 915,751 | 184,355 | 20 | ||||||||||||||||||||||
| Interest expense, net | (121,323) | (116,620) | 4,703 | 4 | ||||||||||||||||||||||
| Gain on event cancellation insurance claims | — | 152,310 | (152,310) | nm | ||||||||||||||||||||||
| Other income, net | 48,412 | 18,429 | 29,983 | 163 | ||||||||||||||||||||||
| Less: Provision for income taxes | 219,396 | 176,310 | 43,086 | 24 | ||||||||||||||||||||||
| Net income | $ | 807,799 | $ | 793,560 | $ | 14,239 | 2 | % | ||||||||||||||||||
nm = not meaningful
Total revenues for 2022 were $5.5 billion, an increase of $741.9 million compared to 2021, or 16% on a reported basis and 20% excluding the foreign currency impact. The tables below present (i) revenues by geographic region (based on where the sale is fulfilled) and (ii) revenues by segment for the years indicated (in thousands).
| Primary Geographic Market | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Increase | Percentage Increase | ||||||||||||||||||||||
| United States and Canada | $ | 3,619,382 | $ | 3,048,902 | $ | 570,480 | 19 | % | ||||||||||||||||||
| Europe, Middle East and Africa | 1,234,659 | 1,130,979 | 103,680 | 9 | ||||||||||||||||||||||
| Other International | 621,805 | 554,081 | 67,724 | 12 | ||||||||||||||||||||||
| Total revenues | $ | 5,475,846 | $ | 4,733,962 | $ | 741,884 | 16 | % | ||||||||||||||||||
| Segment | Year Ended December 31, 2022 | Year Ended December 31, 2021 | Increase | Percentage Increase | ||||||||||||||||||||||
| Research | $ | 4,604,791 | $ | 4,101,392 | $ | 503,399 | 12 | % | ||||||||||||||||||
| Conferences | 389,273 | 214,449 | 174,824 | 82 | ||||||||||||||||||||||
| Consulting | 481,782 | 418,121 | 63,661 | 15 | ||||||||||||||||||||||
| Total revenues | $ | 5,475,846 | $ | 4,733,962 | $ | 741,884 | 16 | % | ||||||||||||||||||
Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.
Cost of services and product development was $1.7 billion in 2022, an increase of $249.7 million compared to 2021, or 17% on a reported basis and 21% excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to: (i) increased compensation costs as a result of higher headcount, (ii) increased conference related expenses, due to the return to in-person destination conferences and (iii) increased research program expenses. Cost of services and product development as a percent of revenues was 31% for both 2022 and 2021, respectively.
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Selling, general and administrative (“SG&A”) expense was $2.5 billion in 2022, an increase of $325.3 million compared to 2021, or 15% on a reported basis and 19% excluding the foreign currency impact. The increase in SG&A during the year ended December 31, 2022, as compared to the prior fiscal year, was primarily due to higher personnel costs in the current year, including higher salary expense due to increased headcount, as well as higher commission expense, following strong contract value growth in 2021, which is amortized as the related revenue is recognized. These increases were partially offset by a reduction in facilities expense, related to a reduction of our real estate footprint. We expect to continue to evaluate our real estate footprint globally. If we determine there is any additional excess property, there is no assurance that we will be able to sublease any such excess properties or that we will not incur costs in connection with such exit activities, which may be material. During 2022, we incurred charges associated with the impairment of right-of-use assets and other long-lived assets, related to certain office locations we no longer intend to use, of $54.0 million, compared to $49.5 million in 2021. The year ended December 31, 2021 also included expenses related to cancelled conferences.
The number of quota-bearing sales associates in Global Technology Sales increased by 18% to 3,630 and in Global Business Sales increased by 22% to 1,144, compared to December 31, 2021. On a combined basis, the total number of quota-bearing sales associates increased by 19% when compared to December 31, 2021. SG&A expense as a percent of revenues was 45% and 46% during 2022 and 2021, respectively.
Depreciation decreased by 9% during 2022 compared to 2021. The decrease for the year ended December 31, 2022 was primarily due to a reduction in leasehold improvements depreciation as a result of the impairment losses recorded in the fourth quarter of 2021 and the year ended December 31, 2022.
Amortization of intangibles decreased by 10% during 2022 compared to 2021 due to certain intangible assets that became fully amortized in 2021.
Acquisition and integration charges increased by $3.0 million during the year ended December 31, 2022, compared to the same period in 2021. The increase is primarily due to expenses related to the pending divestiture of our TalentNeuron business.
Operating income was $1.1 billion and $915.8 million during 2022 and 2021, respectively. The increase in operating income was due to increased revenue, partially offset by an increase in cost of services and product development and selling, general and administrative expenses.
Interest expense, net increased by $4.7 million during 2022 compared to 2021. The increase in interest expense, net was primarily due to an increase in debt as a result of the issuance of the 2029 Notes in June 2021 and higher interest rates on our term loan, partially offset by increased interest income, as well as lower interest expense due to the maturation of $700.0 million in fixed-for-floating interest rate swap contracts in March 2022.
Gain on event cancellation insurance claims of $152.3 million during the year ended December 31, 2021 reflected proceeds, net of expense recoveries, related to the 2020 conference cancellation insurance claims.
Other income, net for the years presented herein included the net impact of foreign currency gains and losses from our hedging activities, as well as sales of certain state tax credits and the recognition of other tax incentives. During 2022 and 2021, Other income, net included a $52.3 million and a $20.2 million gain on de-designated interest rate swaps, respectively.
Provision for income taxes was $219.4 million and $176.3 million during 2022 and 2021, respectively, with an effective income tax rate of 21.4% and 18.2% for 2022 and 2021, respectively. 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. Note 12 — Income Taxes in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s income taxes.
Net income was $807.8 million and $793.6 million during 2022 and 2021, respectively. Additionally, our diluted net income per share increased by $0.75 in 2022 compared to 2021. These year-over-year changes reflect the increase in our 2022 operating income and higher Other income, net, partially offset by the gain on event cancellation insurance claims recognized in 2021 and increased income tax expense in 2022 compared to 2021.
SEGMENT RESULTS
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We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Gross contribution margin is defined as gross contribution as a percent of revenues.
Reportable Segments
The sections below present the results of the Company’s three reportable business segments: Research, Conferences and Consulting.
Research
| The Year Ended December 31, 2022 | The Year Ended December 31, 2021 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||
| Revenues (1) | $ | 4,604,791 | $ | 4,101,392 | $ | 503,399 | 12 | % | |||||||||||||||
| Gross contribution (1) | $ | 3,414,574 | $ | 3,036,925 | $ | 377,649 | 12 | % | |||||||||||||||
| Gross contribution margin | 74 | % | 74 | % | — | point | — | ||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||
| Global Technology Sales (2): | |||||||||||||||||||||||
| Contract value (1), (3) | $ | 3,632,200 | $ | 3,300,600 | $ | 331,600 | 10 | % | |||||||||||||||
| Client retention | 86 | % | 86 | % | — | point | — | ||||||||||||||||
| Wallet retention | 105 | % | 106 | % | (1) | point | — | ||||||||||||||||
| Global Business Sales (2): | |||||||||||||||||||||||
| Contract value (1), (3) | $ | 1,028,200 | $ | 864,600 | $ | 163,600 | 19 | % | |||||||||||||||
| Client retention | 89 | % | 87 | % | 2 | points | — | ||||||||||||||||
| Wallet retention | 112 | % | 115 | % | (3) | points | — | ||||||||||||||||
(1)Dollars in thousands.
(2)Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all other functional leaders.
(3)Contract values are on a foreign exchange neutral basis. Contract values as of December 31, 2021 have been calculated using the same foreign currency rates as 2022.
Research revenues increased by $503.4 million during 2022 compared to 2021, or 12% on a reported basis and 16% excluding the foreign currency impact. The gross contribution margin was 74% in both 2022 and 2021. The increase in revenues during 2022 was primarily due to strong Research contract value growth in 2021 and 2022.
Contract value increased to $4.7 billion at December 31, 2022, or 12% compared to December 31, 2021 on a foreign currency neutral basis. All industry sectors grew at double-digit rates, other than technology and media, which grew at high single digit rates. The fastest growth was in the transportation, retail and manufacturing sectors. Global Technology Sales (“GTS”) contract value increased by 10% at December 31, 2022 when compared to December 31, 2021. The increase in GTS contract value was primarily due to new business from new and existing clients. GTS contract value increased by double-digits for the majority of sectors. Global Business Sales (“GBS”) contract value increased by 19% year-over-year, also primarily driven by new business from new and existing clients. Nearly all of our GBS practices achieved double-digit growth rates, with the majority of enterprise size and sectors growing more than 15% year-over-year.
GTS client retention was 86% as of both December 31, 2022 and 2021, while wallet retention was 105% and 106%, as of December 31, 2022 and 2021, respectively. GBS client retention was 89% and 87% as of December 31, 2022 and 2021, respectively, while wallet retention was 112% and 115% as of December 31, 2022 and 2021, respectively.
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Conferences
| The Year Ended December 31, 2022 | The Year Ended December 31, 2021 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||
| Revenues (1) | $ | 389,273 | $ | 214,449 | $ | 174,824 | 82 | % | |||||||||||||||
| Gross contribution (1) | $ | 210,726 | $ | 133,748 | $ | 76,978 | 58 | % | |||||||||||||||
| Gross contribution margin | 54 | % | 62 | % | (8) | points | — | ||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||
| Number of destination conferences (2) | 41 | 39 | 2 | 5 | % | ||||||||||||||||||
| Number of destination conferences attendees (2) | 60,104 | 57,145 | 2,959 | 5 | % | ||||||||||||||||||
(1)Dollars in thousands.
(2)Includes both virtual and in-person conferences. Single day, local meetings are excluded.
Conferences revenues increased by $174.8 million during 2022 compared to 2021, or 82% on a reported basis and 90% excluding the foreign currency impact. We re-launched in-person destination conferences during the second quarter of 2022 and expect to hold in-person destination conferences in future periods as conditions permit. We held 25 in-person destination conferences and 16 virtual conferences during the year ended December 31, 2022. We held 39 virtual conferences during the year ended December 31, 2021. The increase in revenues for the year ended December 31, 2022 was primarily due the return to in-person destination conferences. The segment gross contribution margin was 54% and 62% in 2022 and 2021, respectively. The lower gross contribution margin during 2022 was primarily due to the return to in-person destination conferences. We expect Conferences gross contribution margin to decrease from 2021 and 2022 levels as the mix of in-person destination conferences increases.
Consulting
| As Of And For The Year Ended December 31, 2022 | As Of And For The Year Ended December 31, 2021 | Increase (Decrease) | Percentage Increase (Decrease) | ||||||||||||||||||||
| Financial Measurements: | |||||||||||||||||||||||
| Revenues (1) | $ | 481,782 | $ | 418,121 | $ | 63,661 | 15 | % | |||||||||||||||
| Gross contribution (1) | $ | 189,834 | $ | 158,843 | $ | 30,991 | 20 | % | |||||||||||||||
| Gross contribution margin | 39 | % | 38 | % | 1 | point | — | ||||||||||||||||
| Business Measurements: | |||||||||||||||||||||||
| Backlog (1), (2) | $ | 139,700 | $ | 113,000 | $ | 26,700 | 24 | % | |||||||||||||||
| Average billable headcount | 827 | 749 | 78 | 10 | % | ||||||||||||||||||
| Consultant utilization | 70 | % | 68 | % | 2 | points | — | ||||||||||||||||
(1)Dollars in thousands.
(2)Backlog is on a foreign currency neutral basis. Backlog as of December 31, 2021 has been calculated using the same foreign currency rates as 2022. We changed our method of calculating backlog beginning in 2022 to include multi-year contracts.
Consulting revenues increased 15% during 2022 compared to 2021 on a reported basis and 22% excluding the foreign currency impact. The increase in revenues on a reported basis was due to a 13% increase in labor-based consulting, and a 25% increase in contract optimization. Contract optimization revenue may vary significantly and, as such, 2022 revenues may not be indicative of future results. The segment gross contribution margin was 39% and 38% in 2022 and 2021, respectively. The increase in gross contribution margin during 2022 was primarily due to the increase in revenue.
Backlog increased by $26.7 million, or 24%, from December 31, 2021 to December 31, 2022. The change in our method of calculating backlog noted above contributed approximately 13 percentage points to the backlog growth rate.
27
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations through cash generated from our operating activities and borrowings. Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At December 31, 2022, we had $698.0 million of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2020 Credit Agreement. We believe that the Company has adequate liquidity and access to capital markets to meet its currently anticipated needs for both the next twelve months and the foreseeable future.
We have historically generated significant cash flows from our operating activities. Our operating cash flow has been continuously maintained by the leverage characteristics of our subscription-based business model in our Research segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, has resulted in continuously strong operating cash flow. Cash flow generation has also benefited from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.
Our cash and cash equivalents are held in numerous locations throughout the world with 30% held overseas at December 31, 2022. The Company intends to reinvest substantially all of its accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.
The table below summarizes the changes in the Company’s cash balances for the years indicated (in thousands).
| Year Ended December 31, | Increase (Decrease) | ||||||||||||||||
| 2022 | 2021 | ||||||||||||||||
| Cash provided by operating activities | $ | 1,101,422 | $ | 1,312,470 | $ | (211,048) | |||||||||||
| Cash used in investing activities | (117,558) | (80,467) | (37,091) | ||||||||||||||
| Cash used in financing activities | (1,027,442) | (1,157,609) | 130,167 | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (43,578) | 74,394 | (117,972) | ||||||||||||||
| Effects of exchange rates | (18,425) | (26,375) | 7,950 | ||||||||||||||
| Beginning cash and cash equivalents and restricted cash | 760,602 | 712,583 | 48,019 | ||||||||||||||
| Ending cash and cash equivalents and restricted cash | $ | 698,599 | $ | 760,602 | $ | (62,003) | |||||||||||
Operating
Cash provided by operating activities was $1.1 billion and $1.3 billion in 2022 and 2021, respectively. The year-over-year decrease was primarily due to $166.9 million of insurance proceeds received in the 2021 period related to 2020 event cancellation claims, as well as higher commission and interest payments in 2022, partially offset by reduced income tax payments.
Investing
Cash used in investing activities was $117.6 million and $80.5 million in 2022 and 2021, respectively. The increase from 2021 to 2022 was the result of increased capital expenditures primarily due to higher capitalized software and computer equipment additions, partially offset by lower spending on acquisitions.
Financing
Cash used in financing activities was $1.0 billion and $1.2 billion in 2022 and 2021, respectively. During the 2022 period, we used $1.0 billion of cash for share repurchases and paid a net $5.9 million in debt principal repayments. During the 2021 period, we issued $600.0 million of 3.625% Senior Notes due 2029, and repaid $100.0 million on our term loan facility under the 2020 Credit Agreement with a portion of the proceeds from the issuance of the 2029 Notes. During 2021, we used $1.7 billion for share repurchases. Additionally during 2021, we paid $7.3 million in deferred financing fees related to our financing activities. See Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s financing activities in 2021.
OBLIGATIONS AND COMMITMENTS
28
Debt
As of December 31, 2022, the Company had $2.5 billion of principal amount of debt outstanding. Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.
Off-Balance Sheet Arrangements
Through December 31, 2022, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.
Contractual Cash Commitments
The table below summarizes the Company’s future contractual cash commitments as of December 31, 2022 (in thousands).
| Commitment Description | Due In Less Than 1 Year | Due In 2-3 Years | Due In 4-5 Years | Due In More Than 5 Years | Total | |||||||||||||||||||||||||||
| Debt – principal, interest, and commitment fees (1) | $ | 114,557 | $ | 482,490 | $ | 178,861 | $ | 2,361,026 | $ | 3,136,934 | ||||||||||||||||||||||
| Operating leases (2) | 148,675 | 247,687 | 218,485 | 299,612 | 914,459 | |||||||||||||||||||||||||||
| Deferred compensation arrangements (3) | 10,352 | 13,814 | 10,115 | 62,360 | 96,641 | |||||||||||||||||||||||||||
| Other (4) | 26,715 | 59,813 | 133,758 | 45,954 | 266,240 | |||||||||||||||||||||||||||
| Totals | $ | 300,299 | $ | 803,804 | $ | 541,219 | $ | 2,768,952 | $ | 4,414,274 | ||||||||||||||||||||||
(1)Principal repayments of the Company’s debt obligations were classified in the above table based on the contractual repayment dates. Interest payments were based on the effective interest rates as of December 31, 2022. Commitment fees were based on unused balances and commitment rates as of December 31, 2022. Note 6 — Debt in the Notes to Consolidated Financial Statements provides information regarding the Company’s debt obligations and interest rate swap contracts.
(2)The Company leases various facilities, automobiles, computer equipment and other assets under non-cancelable operating lease agreements expiring between 2023 and 2038. The total commitment excludes approximately $252.3 million of estimated future cash receipts from the Company’s subleasing arrangements. Note 1 — Business and Significant Accounting Policies and Note 7 — Leases in the Notes to Consolidated Financial Statements provide additional information regarding the Company’s leases.
(3)The Company has supplemental deferred compensation arrangements with certain of its employees. Amounts payable with known payment dates have been classified in the above table based on those scheduled payment dates. Amounts payable whose payment dates are unknown have been included in the Due In More Than 5 Years category because the Company cannot determine when the amounts will be paid. Note 15 — Employee Benefits in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s supplemental deferred compensation arrangements.
(4)Other includes: (i) contractual commitments (a) for software, telecom and other services and (b) to secure sites for our Conferences business; and (ii) projected cash contributions to the Company’s defined benefit pension plans. Note 15 — Employee Benefits in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s defined benefit pension plans.
In addition to the contractual cash commitments included in the above table, the Company has other payables and liabilities that may be legally enforceable but are not considered contractual commitments. Information regarding the Company’s payables and liabilities is included in Note 5 — Accounts Payable and Accrued and Other Liabilities in the Notes to Consolidated Financial Statements.
RECENTLY ISSUED ACCOUNTING STANDARDS
The FASB has issued accounting standards that had not yet become effective as of December 31, 2022 and may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements provides information regarding those accounting standards.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
INTEREST RATE RISK
As of December 31, 2022, the Company had $2.5 billion in total debt principal outstanding. Note 6 — Debt in the Notes to Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.
Approximately $282.0 million of the Company’s total debt outstanding as of December 31, 2022 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contract, which effectively convert the floating base interest rates on all of our variable rate borrowings to fixed rates.
FOREIGN CURRENCY RISK
A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our Consolidated Financial Statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.
Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At December 31, 2022, we had $698.0 million of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on December 31, 2022 could have increased or decreased by approximately $42.9 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.
Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of December 31, 2022 had an immaterial net unrealized gain.
CREDIT RISK
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company’s cash and cash equivalents, interest rate swap contracts and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our financial statements for 2022, 2021 and 2020, together with the reports of KPMG LLP, our independent registered public accounting firm, are included herein in this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
30
DISCLOSURE CONTROLS AND PROCEDURES
Management conducted an evaluation, as of December 31, 2022, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures 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.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Gartner management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Gartner’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management’s assessment was reviewed with the Audit Committee of the Board of Directors.
Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, 2022, Gartner’s internal control over financial reporting was effective. The effectiveness of management’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K in Part IV, Item 15.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
31
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
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 2023 Proxy Statement. See also Item 1. Business — Available Information.
ITEM 11. EXECUTIVE COMPENSATION.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the captions “Compensation Discussion & Analysis,” “Compensation Tables and Narrative Disclosures,” “The Board of Directors - Compensation of Directors,” “The Board of Directors - Director Compensation Table,” “Corporate Governance - Risk Oversight - Risk Assessment of Compensation Policies and Practices,” and “Corporate Governance - Compensation Committee” in the Company’s 2023 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
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 2023 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
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 2023 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required to be furnished pursuant to this item is incorporated by reference from the information set forth under the caption “Proposal Five: Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2023 Proxy Statement.
32
PART IV
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 | |||||||
| Restated Certificate of Incorporation of the Company. | ||||||||
| By-laws of Gartner, Inc. (as amended through April 29, 2021). | ||||||||
| 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. | ||||||||
| 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. | ||||||||
| Amended and Restated Credit Agreement, dated as of September 28, 2020, among Gartner, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | ||||||||
| Amended and Restated Guarantee and Collateral Agreement, dated as of September 28, 2020, among Gartner, Inc. each subsidiary guarantor party thereto and JPMorgan Chase Bank, N.A. | ||||||||
| Indenture (including form of Notes), dated as of June 18, 2021, among Gartner, Inc., the guarantors named therein and U.S. Bank National Association, as a trustee, relating to the $600,000,000 aggregate principal amount of 3.625% Senior Notes due 2029. | ||||||||
| Description of Gartner, Inc.’s Common Stock. | ||||||||
| 2011 Employee Stock Purchase Plan, as amended and restated, as of September 1, 2021. | ||||||||
| Long-Term Incentive Plan, as amended and restated effective January 31, 2019. | ||||||||
| Second Amended and Restated Employment Agreement between Eugene A. Hall and the Company dated as of February 14, 2019. | ||||||||
| Amendment to Employment Agreement between Eugene A. Hall and the Company dated as of April 29, 2021. | ||||||||
| Company Deferred Compensation Plan, effective January 1, 2009. | ||||||||
| Form of 2020 Stock Appreciation Right Agreement for executive officers. | ||||||||
| Form of 2020 Performance Stock Unit Agreement for executive officers. | ||||||||
| Form of 2021 Stock Appreciation Right Agreement for executive officers. | ||||||||
| Form of 2021 Performance Stock Unit Agreement for executive officers. | ||||||||
| Form of 2022 Stock Appreciation Right Agreement for executive officers. | ||||||||
| Form of 2022 Performance Stock Unit Agreement for executive officers. | ||||||||
| Form of 2023 Stock Appreciation Right Agreement for executive officers. | ||||||||
| Form of 2023 Performance Stock Unit Agreement for executive officers. | ||||||||
| Form of Restricted Stock Unit Agreement for non-employee directors. | ||||||||
| Enhanced Executive Rewards Policy. | ||||||||
33
| Separation Agreement and Release of Claims, dated July 13, 2022, between the Company and Jules Kaufman | ||||||||
| Subsidiaries of Registrant. | ||||||||
| Consent of Independent Registered Public Accounting Firm. | ||||||||
| Power of Attorney (see Signature Page). | ||||||||
| Certification of chief executive officer under Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification of chief financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||
| Certification under Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101). | |||||||
| * | Filed with this document. | ||||
| + | Management compensation plan or arrangement. | ||||
| (1) | Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005. | ||||
| (2) | Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021. | ||||
| (3) | Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 23, 2020. | ||||
| (4) | Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 28, 2020. | ||||
| (5) | Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 21, 2021. | ||||
| (6) | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 23, 2022. | ||||
| (7) | Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 19, 2021. | ||||
| (8) | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 22, 2019. | ||||
| (9) | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 20, 2009. | ||||
| (10) | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 19, 2020. | ||||
| (11) | Incorporated by reference from the Company’s Annual Report on Form 10-K filed on February 24, 2021. | ||||
| (12) | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 1, 2018. | ||||
| (13) | Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on August 2, 2022. | ||||
34
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (KPMG LLP, New York, NY, Auditor Firm ID: 185) | |||||
All financial statement schedules have been omitted because the information required is not applicable or is shown in the Consolidated Financial Statements or notes thereto.
35
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gartner, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Gartner, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 16, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Unrecognized tax benefits
As discussed in Note 1 to the consolidated financial statements, the Company recognizes the tax benefit from an uncertain tax position when it believes such position is more likely than not of being sustained if challenged. As of December 31, 2022, the Company has recorded gross unrecognized tax benefits of $137.2 million. Recognized tax positions are measured at the largest amount of benefit with greater than a 50 percent likelihood of being realized. The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.
We identified the assessment of unrecognized tax benefits related to transfer pricing as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its estimate of the ultimate resolution of its tax positions.
36
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s unrecognized tax benefits process, including transfer pricing. We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in assessing unrecognized tax benefits by:
•evaluating the Company’s interpretation of tax laws and income tax consequences of intercompany transactions
•assessing transfer pricing practices for compliance with relevant tax laws and regulations
•analyzing the Company’s tax positions and determination of unrecognized tax benefits, including the associated effect in other jurisdictions
In addition, we evaluated the Company’s ability to estimate its unrecognized tax benefits by comparing historical unrecognized tax benefits to actual results upon conclusion of examinations by applicable taxing authorities.
/s/ KPMG LLP
We have served as the Company’s auditor since 1996.
New York, New York
February 16, 2023
37
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Gartner, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Gartner, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 16, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
February 16, 2023
38
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 697,999 | $ | 756,493 | |||||||
Fees receivable, net of allowances of $9,000 and $6,500, respectively | 1,556,786 | 1,365,180 | |||||||||
| Deferred commissions | 363,079 | 380,569 | |||||||||
| Prepaid expenses and other current assets | 119,207 | 117,838 | |||||||||
| Assets held-for-sale | 49,036 | — | |||||||||
| Total current assets | 2,786,107 | 2,620,080 | |||||||||
| Property, equipment and leasehold improvements, net | 264,581 | 273,562 | |||||||||
| Operating lease right-of-use assets | 436,592 | 548,258 | |||||||||
| Goodwill | 2,930,211 | 2,951,317 | |||||||||
| Intangible assets, net | 584,714 | 714,418 | |||||||||
| Other assets | 297,531 | 308,689 | |||||||||
| Total Assets | $ | 7,299,736 | $ | 7,416,324 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued liabilities | $ | 1,115,198 | $ | 1,134,814 | |||||||
| Deferred revenues | 2,443,762 | 2,238,035 | |||||||||
| Current portion of long-term debt | 7,800 | 5,931 | |||||||||
| Liabilities held-for-sale | 30,840 | — | |||||||||
| Total current liabilities | 3,597,600 | 3,378,780 | |||||||||
| Long-term debt, net of deferred financing fees | 2,453,607 | 2,456,833 | |||||||||
| Operating lease liabilities | 597,267 | 697,766 | |||||||||
| Other liabilities | 423,464 | 511,887 | |||||||||
| Total Liabilities | 7,071,938 | 7,045,266 | |||||||||
| Stockholders’ Equity: | |||||||||||
| Preferred stock: | |||||||||||
$0.01 par value, authorized 5,000,000 shares; none issued or outstanding | — | — | |||||||||
| Common stock: | |||||||||||
$0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods | 82 | 82 | |||||||||
| Additional paid-in capital | 2,179,604 | 2,074,896 | |||||||||
| Accumulated other comprehensive loss, net | (101,610) | (81,431) | |||||||||
| Accumulated earnings | 3,856,826 | 3,049,027 | |||||||||
Treasury stock, at cost, 84,428,513 and 81,205,504 common shares, respectively | (5,707,104) | (4,671,516) | |||||||||
| Total Stockholders’ Equity | 227,798 | 371,058 | |||||||||
| Total Liabilities and Stockholders’ Equity | $ | 7,299,736 | $ | 7,416,324 | |||||||
See Notes to Consolidated Financial Statements.
39
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Research | $ | 4,604,791 | $ | 4,101,392 | $ | 3,602,892 | |||||||||||
| Conferences | 389,273 | 214,449 | 120,140 | ||||||||||||||
| Consulting | 481,782 | 418,121 | 376,371 | ||||||||||||||
| Total revenues | 5,475,846 | 4,733,962 | 4,099,403 | ||||||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of services and product development | 1,693,771 | 1,444,093 | 1,345,024 | ||||||||||||||
| Selling, general and administrative | 2,480,944 | 2,155,658 | 2,038,963 | ||||||||||||||
| Depreciation | 93,410 | 102,802 | 93,925 | ||||||||||||||
| Amortization of intangibles | 98,536 | 109,603 | 125,059 | ||||||||||||||
| Acquisition and integration charges | 9,079 | 6,055 | 6,282 | ||||||||||||||
| Total costs and expenses | 4,375,740 | 3,818,211 | 3,609,253 | ||||||||||||||
| Operating income | 1,100,106 | 915,751 | 490,150 | ||||||||||||||
| Interest income | 4,880 | 1,893 | 2,087 | ||||||||||||||
| Interest expense | (126,203) | (118,513) | (115,636) | ||||||||||||||
| Gain on event cancellation insurance claims | — | 152,310 | — | ||||||||||||||
| Loss on extinguishment of debt | — | — | (44,814) | ||||||||||||||
| Other income (expense), net | 48,412 | 18,429 | (5,654) | ||||||||||||||
| Income before income taxes | 1,027,195 | 969,870 | 326,133 | ||||||||||||||
| Provision for income taxes | 219,396 | 176,310 | 59,388 | ||||||||||||||
| Net income | $ | 807,799 | $ | 793,560 | $ | 266,745 | |||||||||||
| Net income per share: | |||||||||||||||||
| Basic | $ | 10.08 | $ | 9.33 | $ | 2.99 | |||||||||||
| Diluted | $ | 9.96 | $ | 9.21 | $ | 2.96 | |||||||||||
| Weighted average shares outstanding: | |||||||||||||||||
| Basic | 80,178 | 85,026 | 89,315 | ||||||||||||||
| Diluted | 81,067 | 86,177 | 90,017 | ||||||||||||||
See Notes to Consolidated Financial Statements.
40
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Net income | $ | 807,799 | $ | 793,560 | $ | 266,745 | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Foreign currency translation adjustments | (39,679) | (6,621) | 10,375 | ||||||||||||||
| Interest rate swaps - net change in deferred gain or loss | 17,075 | 21,781 | (30,940) | ||||||||||||||
| Pension plans - net change in deferred actuarial gain or loss | 2,425 | 2,637 | (725) | ||||||||||||||
| Other comprehensive income (loss), net of tax | (20,179) | 17,797 | (21,290) | ||||||||||||||
| Comprehensive income | $ | 787,620 | $ | 811,357 | $ | 245,455 | |||||||||||
See Notes to Consolidated Financial Statements.
41
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(IN THOUSANDS)
| Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss, Net | Accumulated Earnings | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | 82 | $ | 1,899,273 | $ | (77,938) | $ | 1,988,722 | $ | (2,871,546) | $ | 938,593 | |||||||||||||||||||||||
| Net income | — | — | — | 266,745 | — | 266,745 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | (21,290) | — | — | (21,290) | |||||||||||||||||||||||||||||
| Issuances under stock plans | — | 7,117 | — | — | 11,026 | 18,143 | |||||||||||||||||||||||||||||
| Common share repurchases | — | — | — | — | (174,303) | (174,303) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 62,540 | — | — | — | 62,540 | |||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 82 | 1,968,930 | (99,228) | 2,255,467 | (3,034,823) | 1,090,428 | |||||||||||||||||||||||||||||
| Net income | — | — | — | 793,560 | — | 793,560 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | 17,797 | — | — | 17,797 | |||||||||||||||||||||||||||||
| Issuances under stock plans | — | 7,396 | — | — | 10,854 | 18,250 | |||||||||||||||||||||||||||||
| Common share repurchases | — | — | — | — | (1,647,547) | (1,647,547) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 98,570 | — | — | — | 98,570 | |||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 82 | 2,074,896 | (81,431) | 3,049,027 | (4,671,516) | 371,058 | |||||||||||||||||||||||||||||
| Net income | — | — | — | 807,799 | — | 807,799 | |||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | (20,179) | — | — | (20,179) | |||||||||||||||||||||||||||||
| Issuances under stock plans | — | 14,142 | — | — | 8,154 | 22,296 | |||||||||||||||||||||||||||||
| Common share repurchases | — | — | — | — | (1,043,742) | (1,043,742) | |||||||||||||||||||||||||||||
| Stock-based compensation expense | — | 90,566 | — | — | — | 90,566 | |||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 82 | $ | 2,179,604 | $ | (101,610) | $ | 3,856,826 | $ | (5,707,104) | $ | 227,798 | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements.
42
GARTNER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Operating activities: | |||||||||||||||||
| Net income | $ | 807,799 | $ | 793,560 | $ | 266,745 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization | 191,946 | 212,405 | 218,984 | ||||||||||||||
| Stock-based compensation expense | 90,566 | 98,570 | 62,540 | ||||||||||||||
| Deferred taxes | (30,702) | (41,567) | (53,190) | ||||||||||||||
| Loss on impairment of lease related assets, net | 53,970 | 49,537 | — | ||||||||||||||
| Loss on extinguishment of debt | — | — | 44,814 | ||||||||||||||
| Reduction in the carrying amount of operating lease right-of-use assets | 70,086 | 75,125 | 81,851 | ||||||||||||||
| Amortization and write-off of deferred financing fees | 4,574 | 4,162 | 8,424 | ||||||||||||||
| Amortization of deferred swap losses from de-designation | — | — | 10,320 | ||||||||||||||
| Gain on de-designated swaps | (52,308) | (20,204) | (2,157) | ||||||||||||||
| Changes in assets and liabilities, net of acquisitions and divestitures: | |||||||||||||||||
| Fees receivable, net | (240,696) | (145,346) | 99,409 | ||||||||||||||
| Deferred commissions | 5,574 | (124,874) | 8,656 | ||||||||||||||
| Prepaid expenses and other current assets | (3,039) | (15,913) | 37,895 | ||||||||||||||
| Other assets | 8,440 | (18,287) | (8,950) | ||||||||||||||
| Deferred revenues | 297,124 | 324,059 | 15,998 | ||||||||||||||
| Accounts payable and accrued and other liabilities | (101,912) | 121,243 | 111,939 | ||||||||||||||
| Cash provided by operating activities | 1,101,422 | 1,312,470 | 903,278 | ||||||||||||||
| Investing activities: | |||||||||||||||||
| Additions to property, equipment and leasehold improvements | (108,050) | (59,834) | (83,888) | ||||||||||||||
| Acquisitions - cash paid (net of cash acquired) | (9,508) | (22,939) | — | ||||||||||||||
| Other | — | 2,306 | — | ||||||||||||||
| Cash used in investing activities | (117,558) | (80,467) | (83,888) | ||||||||||||||
| Financing activities: | |||||||||||||||||
| Proceeds from employee stock purchase plan | 22,231 | 18,173 | 18,085 | ||||||||||||||
| Proceeds from borrowings | — | 600,000 | 2,000,000 | ||||||||||||||
| Early redemption premium payment | — | — | (30,752) | ||||||||||||||
| Payments for deferred financing fees | — | (7,320) | (25,786) | ||||||||||||||
| Proceeds from revolving credit facility | — | — | 332,000 | ||||||||||||||
| Payments on revolving credit facility | — | (5,000) | (475,000) | ||||||||||||||
| Payments on borrowings | (5,931) | (107,915) | (2,058,469) | ||||||||||||||
| Purchases of treasury stock | (1,043,742) | (1,655,547) | (176,302) | ||||||||||||||
| Cash used in financing activities | (1,027,442) | (1,157,609) | (416,224) | ||||||||||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (43,578) | 74,394 | 403,166 | ||||||||||||||
| Effects of exchange rates on cash and cash equivalents and restricted cash | (18,425) | (26,375) | 28,581 | ||||||||||||||
| Cash and cash equivalents and restricted cash, beginning of year | 760,602 | 712,583 | 280,836 | ||||||||||||||
| Cash and cash equivalents and restricted cash, end of year | $ | 698,599 | $ | 760,602 | $ | 712,583 | |||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||||||||
| Cash paid during the year for: | |||||||||||||||||
| Interest | $ | 112,825 | $ | 101,885 | $ | 112,249 | |||||||||||
| Income taxes, net of refunds received | $ | 174,802 | $ | 253,379 | $ | 33,921 | |||||||||||
See Notes to Consolidated Financial Statements.
43
GARTNER, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Business and Significant Accounting Policies
Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission critical priorities.
We are a trusted advisor and an objective resource for more than 15,000 enterprises in approximately 90 countries and territories — across all major functions, in every industry and enterprise size.
Segments. Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Note 9 — Revenue and Related Matters and Note 16 — Segment Information describe the products and services offered by each of our segments and provide additional financial information for those segments.
Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X.
The fiscal year of Gartner is the twelve-month period from January 1 through December 31. All references to 2022, 2021 and 2020 herein refer to the fiscal year unless otherwise indicated. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.
Principles of consolidation. The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.
Use of estimates. The preparation of the accompanying Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in the accompanying Consolidated Financial Statements to be reasonable.
Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between our estimates and actual results could be material and would be reflected in the Company’s Consolidated Financial Statements in future periods.
Business acquisitions. The Company accounts for business acquisitions in accordance with the acquisition method of accounting as prescribed by FASB ASC Topic 805, Business Combinations. The acquisition method of accounting requires the Company to record the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with certain exceptions. Any excess of the consideration transferred over the estimated fair value of the net assets acquired, including identifiable intangible assets, is recorded as goodwill. Under the acquisition method, the operating results of acquired companies are included in the Company’s Consolidated Financial Statements beginning on the date of acquisition. The Company completed business acquisitions in both 2022 and 2021. Note 2 — Acquisitions and Divestiture provides additional information regarding those business acquisitions.
The determination of the fair values of intangible and other assets acquired in an acquisition requires management judgment and the consideration of a number of factors, including the historical financial performance of acquired businesses and their projected future performance, and estimates surrounding customer turnover, as well as assumptions regarding the level of competition and the costs necessary to reproduce certain assets. Establishing the useful lives of intangible assets also requires management judgment and the evaluation of a number of factors, including the expected use of an asset, historical client retention rates, consumer awareness and trade name history, as well as any contractual provisions that could limit or extend an asset’s useful life.
44
Charges that are directly related to the Company’s acquisitions and divestitures are expensed as incurred and classified as Acquisition and integration charges in the Consolidated Statements of Operations. Note 2 — Acquisitions and Divestiture provides additional information regarding the Company’s Acquisition and integration charges.
Revenue recognition. The Company’s revenue by significant source is accounted for as follows:
•Research revenues are mainly derived from subscription contracts for research products. The related revenues are deferred and recognized ratably over the applicable contract term. Fees derived from assisting organizations in selecting the right business software for their needs are recognized when the leads are provided to vendors.
•Conferences revenues are deferred and recognized upon the completion of the related conference or meeting.
•Consulting revenues are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee contracts are recognized as the Company works to satisfy its performance obligations. Revenues from time and materials engagements are recognized as work is delivered and/or services are provided. Revenues related to contract optimization engagements are contingent in nature and are only recognized upon satisfaction of all conditions related to their payment.
The majority of the Company’s Research contracts are billable upon signing, absent special terms granted on a limited basis from time to time. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses. It is the Company’s policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.
Note 9 — Revenue and Related Matters provides additional information regarding the Company’s business and revenues.
Allowance for losses. The Company estimates uncollectible amounts on its fees receivable using a historical loss rate method.
Cost of services and product development (“COS”). COS expense includes the direct costs incurred in the creation and delivery of the Company’s products and services. These costs primarily relate to personnel.
Selling, general and administrative (“SG&A”). SG&A expense includes direct and indirect selling costs, general and administrative costs, facility costs and bad debt expense.
Commission expense. The Company records deferred commissions upon signing a customer contract and amortizes the deferred amount over a period that aligns with the transfer to the customer of the services to which the commissions relate. Note 9 — Revenue and Related Matters provides additional information regarding deferred commissions and the amortization of such costs.
Stock-based compensation expense. The Company accounts for stock-based compensation awards in accordance with FASB ASC Topics 505 and 718 and SEC Staff Accounting Bulletins No. 107 and No. 110. Stock-based compensation expense for equity awards is based on the fair value of the award on the date of grant. The Company recognizes stock-based compensation expense over the period that the related service is performed, which is generally the same as the vesting period of the underlying award. Forfeitures are recognized as they occur. A change in any of the terms or conditions of stock-based compensation awards is accounted for as a modification of the award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified, measured based on the fair value of the awards at the modification date. For vested awards, the Company recognizes incremental compensation cost in the period the modification occurs. For unvested awards, the Company recognizes any incremental compensation expense at the modification date or ratably over the requisite remaining service period, as appropriate. If the fair value of the modified award is lower than the fair value of the original award immediately before modification, the minimum compensation cost the Company recognizes is the cost of the original award. Note 10 — Stock-Based Compensation provides additional information regarding the Company’s stock-based compensation activity.
Income taxes. The Company uses the asset and liability method of accounting for income taxes. The Company estimates its income taxes in each of the jurisdictions where it operates. This process involves estimating the Company’s current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. When assessing the realizability of deferred tax assets, the Company considers if it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, the Company considers the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible
45
tax planning strategies. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. Recognized tax positions are measured at the largest amount of benefit with greater than a 50% likelihood of being realized. The Company uses estimates in determining the amount of unrecognized tax benefits associated with uncertain tax positions. Significant judgment is required in evaluating tax law and measuring the benefits likely to be realized. Uncertain tax positions are periodically re-evaluated and adjusted as more information about their ultimate realization becomes available. Note 12 — Income Taxes provides additional information regarding the Company’s income taxes.
Cash and cash equivalents and restricted cash. Cash and cash equivalents includes cash and all highly liquid investments with original maturities of three months or less, which are considered to be cash equivalents. The carrying value of cash equivalents approximates fair value due to the short-term maturity of such instruments. Investments with maturities of more than three months are classified as marketable securities. Interest earned is recorded in Interest income in the Consolidated Statements of Operations.
U.S. GAAP requires that amounts generally described as restricted cash and restricted cash equivalents be presented with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on an entity’s statement of cash flows. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Consolidated Balance Sheets and the total cash amounts presented in the Consolidated Statements of Cash Flows (in thousands).
| December 31, | ||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 697,999 | $ | 756,493 | $ | 712,583 | $ | 280,836 | ||||||||||||||||||
| Restricted cash classified in (1): | ||||||||||||||||||||||||||
| Prepaid expenses and other current assets | — | 4,109 | — | — | ||||||||||||||||||||||
| Other assets | 600 | — | — | — | ||||||||||||||||||||||
| Cash and cash equivalents and restricted cash per the Consolidated Statements of Cash Flows | $ | 698,599 | $ | 760,602 | $ | 712,583 | $ | 280,836 | ||||||||||||||||||
(1)Restricted cash consists of escrow accounts established in connection with certain of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. The Company will disburse the restricted cash to the sellers of the businesses upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).
Leases. ASC 842 requires accounting for leases under a right-of-use model whereby a lessee must record a right-of-use asset and a related lease liability on its balance sheet for most of its leases. Under ASC 842, leases are classified as either operating or finance arrangements, with such classification affecting the pattern of expense recognition in an entity’s income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the years ended December 31, 2022 and 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a virtual-first hybrid, remote-work environment, the Company evaluated its existing real estate lease portfolio. As a result of the evaluation, the Company recognized impairment losses of $54.0 million and $49.5 million during the years ended December 31, 2022 and 2021, respectively. Note 7 — Leases provides additional information regarding the Company’s leases.
Property, equipment and leasehold improvements. Equipment, leasehold improvements and other fixed assets owned by the Company are recorded at cost less accumulated depreciation and amortization. Fixed assets, other than leasehold improvements, are depreciated using the straight-line method over the estimated useful life of the underlying asset. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the improvement or the remaining term of the related lease. Depreciation and amortization expense for fixed assets was $93.4 million, $102.8 million and $93.9 million in 2022, 2021 and 2020, respectively. Property, equipment and leasehold improvements, net are presented in the table below (in thousands).
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| Useful Life | December 31, | |||||||||||||||||||
| Category | (Years) | 2022 | 2021 | |||||||||||||||||
| Computer equipment and software | 2 - 7 | $ | 258,843 | $ | 304,386 | |||||||||||||||
| Furniture and equipment | 3 - 8 | 89,559 | 97,050 | |||||||||||||||||
| Leasehold improvements | 2 - 15 | 220,509 | 253,451 | |||||||||||||||||
| Total cost | 568,911 | 654,887 | ||||||||||||||||||
| Less — accumulated depreciation and amortization | (304,330) | (381,325) | ||||||||||||||||||
| Property, equipment and leasehold improvements, net | $ | 264,581 | $ | 273,562 | ||||||||||||||||
The Company incurs costs to develop internal-use software used in its operations. Certain of those costs that meet the criteria in FASB ASC Topic 350, Intangibles - Goodwill and Other are capitalized and amortized over future periods. Net capitalized internal-use software development costs were $84.0 million and $65.5 million at December 31, 2022 and 2021, respectively, and are included in Computer equipment and software in the table above. Amortization expense for capitalized internal-use software development costs, which is included with Depreciation in the Consolidated Statements of Operations, totaled $39.6 million, $34.6 million and $28.9 million in 2022, 2021 and 2020, respectively.
Goodwill. Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then the Company performs a quantitative impairment test. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of management estimates are subject to uncertainty.
The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2022 that indicated no impairment. Subsequent to completing the 2022 annual impairment test, no events or changes in circumstances were noted that required an interim goodwill impairment test. Note 3 — Goodwill and Intangible Assets provides additional information regarding the Company’s goodwill.
Finite-lived intangible assets. The Company has finite-lived intangible assets that are amortized using the straight-line method over the expected useful life of the underlying asset. Note 3 — Goodwill and Intangible Assets provides additional information regarding the Company’s finite-lived intangible assets.
Impairment of long-lived assets. The Company’s long-lived assets primarily consist of intangible assets other than goodwill, right-of-use assets and property, equipment and leasehold improvements. The Company reviews its long-lived asset groups for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or an asset group may not be recoverable. Such evaluation may be based on a number of factors, including current and projected operating results and cash flows, and changes in management’s strategic direction as well as external economic and market factors. The Company evaluates the recoverability of assets and asset groups by determining whether their carrying values can be recovered through undiscounted future operating cash flows. If events or circumstances indicate that the carrying values might not be recoverable based on undiscounted future operating cash flows, an impairment loss may be recognized. The amount of impairment is measured based on the difference between the projected discounted future operating cash flows, using a discount rate reflecting the Company’s average cost of funds, and the carrying value of the asset or asset group.
Debt. The Company presents amounts borrowed in the Consolidated Balance Sheets, net of deferred financing fees. Interest accrued on amounts borrowed is recorded as Interest expense in the Consolidated Statements of Operations. Note 6 — Debt provides additional information regarding the Company’s debt arrangements.
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Foreign currency exposure. The functional currency of the Company’s foreign subsidiaries is typically the local currency. All assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates throughout the year. The resulting translation adjustments are recorded as foreign currency translation adjustments, a component of Accumulated other comprehensive loss, net within Stockholders’ Equity on the Consolidated Balance Sheets.
Currency transaction gains or losses arising from transactions denominated in currencies other than the functional currency of a subsidiary are recognized in results of operations as part of Other income (expense), net in the Consolidated Statements of Operations. The Company had net currency transaction gains (losses) of $25.6 million, $(3.7) million and $12.5 million in 2022, 2021 and 2020, respectively. The Company enters into foreign currency forward exchange contracts to mitigate the effects of adverse fluctuations in foreign currency exchange rates on certain transactions. Those contracts generally have short durations and are recorded at fair value with both realized and unrealized gains and losses recorded in Other income (expense), net. The net loss from foreign currency forward exchange contracts was $31.9 million, $1.4 million and $14.1 million in 2022, 2021 and 2020, respectively. Note 13 — Derivatives and Hedging provides additional information regarding the Company’s foreign currency forward exchange contracts.
Fair value disclosures. The Company has a limited number of assets and liabilities that are adjusted to fair value at each balance sheet date. The Company’s required fair value disclosures are provided at Note 14 — Fair Value Disclosures.
Concentrations of credit risk. Assets that may subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, contract assets, interest rate swaps and a pension reinsurance asset. The majority of the Company’s cash equivalent investments and its interest rate swap contracts are with investment grade commercial banks. Fees receivable and contract asset balances deemed to be collectible from customers have limited concentration of credit risk due to the Company’s diverse customer base and geographic dispersion. The Company’s pension reinsurance asset (see Note 15 — Employee Benefits) is maintained with a large international insurance company that was rated investment grade as of December 31, 2022 and 2021.
Stock repurchase programs. The Company records the cost to repurchase shares of its own common stock as treasury stock. Shares repurchased by the Company are added to treasury shares and are not retired. Note 8 — Stockholders’ Equity provides additional information regarding the Company’s common stock repurchase activity.
Gain on event cancellation insurance claims. During the year ended December 31, 2021, the Company received $166.9 million of proceeds related to 2020 event cancellation insurance claims, and recorded a pre-tax gain of $152.3 million. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.
Adoption of new accounting standards. The Company adopted the accounting standard described below during 2022.
Business Combinations — In October 2021, the FASB issued ASU No. 2021-08, Business Combinations, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). ASU No. 2021-08 provides guidance for a business combination on how to recognize and measure contract assets and contract liabilities from revenue contracts with customers and other contracts that apply the provisions of ASC Topic 606, Revenue from Contracts with Customers. Specifically, the proposed amendments would require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606. Generally, this would result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent with how they were recognized and measured in the acquiree’s financial statements (if the acquiree prepared financial statements in accordance with U.S. GAAP). The rule will be effective for public entities on January 1, 2023, with early adoption permitted. Gartner elected to adopt ASU No. 2021-08 effective January 1, 2022. ASU No. 2021-08 will not impact acquired contract assets or liabilities from business combinations occurring prior to January 1, 2022, and the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations.
Government Assistance — In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance (“ASU No. 2021-10”). ASU No, 2021-10 requires business entities to annually disclose information about certain government assistance they receive. The rule will be effective for public entities for annual periods beginning after December 15, 2021. The Company adopted ASU No. 2021-10 in 2022 and the adoption did not have a material impact on the Company’s financial statement disclosures.
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Accounting standard issued but not yet adopted. The FASB has issued an accounting standard that has not yet become effective as of December 31, 2022 and may impact the Company’s Consolidated Financial Statements or related disclosures in future periods. The standard and its potential impact are discussed below.
Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024. The Company is currently evaluating the potential impact of ASU No. 2020-04, as amended by ASU No. 2022-06, on its Consolidated Financial Statements, including the rule’s potential impact on any debt modifications or other contractual changes in the future that may result from reference rate reform. However, the Company does not expect the adoption of ASU 2020-04, as amended by ASU No. 2022-06, to have a material impact on the Company’s Consolidated Financial Statements.
Note 2 — Acquisitions and Divestiture
Acquisitions
Year Ended December 31, 2022
In October 2022, the Company acquired 100% of the outstanding capital stock of UpCity, Inc. (“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $6.4 million. UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.
Year Ended December 31, 2021
In June 2021, the Company acquired 100% of the outstanding capital stock of Pulse Q&A Inc. (“Pulse”), a privately-held company based in San Francisco, California, for an aggregate purchase price of $29.9 million. Pulse is a technology-enabled community platform.
During 2021, the Company paid $22.9 million in cash for Pulse after considering the cash acquired with the business, amounts held in escrow and certain other purchase price adjustments. During the year ended December 31, 2022, the Company paid $4.1 million of deferred consideration held in escrow. In addition to the purchase price, the Company may also be required to pay up to $4.5 million in cash based on the continuing employment of certain key employees. Such amounts are recognized as compensation expense over three years post-acquisition and reported in Acquisition and integration charges in the Consolidated Statements of Operations.
The Company recorded $31.0 million of goodwill and finite-lived intangible assets and $1.1 million of liabilities on a net basis for the Pulse acquisition.
Pending Divestiture
In November 2022, the Company entered into a definitive agreement to sell its TalentNeuron business. As of December 31, 2022, the assets and liabilities of TalentNeuron were considered held for sale, resulting in $49.0 million of assets held for sale and $30.8 million of liabilities held for sale on the Consolidated Balance Sheet. The majority of the held for sale assets were goodwill, intangible assets, net and accounts receivable, with carrying amounts of $16.0 million, $9.5 million and $15.9 million, respectively, while the majority of the held for sale liabilities was deferred revenues, with a carrying amount of $27.1 million. TalentNeuron is included in the Company's Research segment.
On February 2, 2023, the Company completed the sale of TalentNeuron for approximately $164.0 million, prior to final working capital adjustments.
Acquisition and Integration Charges
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The Company recognized $9.1 million, $6.1 million and $6.3 million of Acquisition and integration charges during 2022, 2021 and 2020, respectively. Acquisition and integration charges reflect additional costs and expenses resulting from the Company’s acquisitions and divestitures and include, among other items, professional fees, severance and stock-based compensation charges.
During 2021, the Company received $2.3 million cash proceeds from deferred consideration related to a 2018 divestiture.
Note 3 — Goodwill and Intangible Assets
Goodwill. The table below presents changes to the carrying amount of goodwill by segment during the two-year period ended December 31, 2022 (in thousands).
| Research | Conferences | Consulting | Total | ||||||||||||||||||||
| Balance at December 31, 2020 (1) | $ | 2,664,732 | $ | 184,091 | $ | 96,724 | $ | 2,945,547 | |||||||||||||||
| Additions due to an acquisition (2) | 11,486 | — | — | 11,486 | |||||||||||||||||||
| Foreign currency translation impact | (5,284) | (70) | (362) | (5,716) | |||||||||||||||||||
| Balance at December 31, 2021 (1) | 2,670,934 | 184,021 | 96,362 | 2,951,317 | |||||||||||||||||||
| Additions due to an acquisition (2) | 4,617 | — | — | 4,617 | |||||||||||||||||||
| Reclassified as held-for-sale (3) | (16,000) | — | — | (16,000) | |||||||||||||||||||
| Foreign currency translation impact | (8,358) | (70) | (1,295) | (9,723) | |||||||||||||||||||
| Balance at December 31, 2022 (1) | $ | 2,651,193 | $ | 183,951 | $ | 95,067 | $ | 2,930,211 | |||||||||||||||
(1)The Company does not have any accumulated goodwill impairment losses.
(2)The additions were due to the acquisition of Pulse in June 2021 and UpCity in October 2022 See Note 2 — Acquisitions and Divestiture for additional information.
(3)Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business. See Note 2 — Acquisitions and Divestiture for additional information. The amount of goodwill allocated to the pending divestiture was determined using a relative fair value approach.
Finite-lived intangible assets. Changes in finite-lived intangible assets during the two-year period ended December 31, 2022 are presented in the tables below (in thousands).
| December 31, 2022 | Customer Relationships | Technology-related | Other | Total | ||||||||||||||||||||||
| Gross cost at December 31, 2021 | 1,096,358 | 61,216 | 10,436 | $ | 1,168,010 | |||||||||||||||||||||
| Reclassified as held-for-sale (2) | — | (49,487) | — | (49,487) | ||||||||||||||||||||||
| Foreign currency translation impact | (35,817) | (529) | — | (36,346) | ||||||||||||||||||||||
| Gross cost | 1,060,541 | 11,200 | 10,436 | 1,082,177 | ||||||||||||||||||||||
| Accumulated amortization (3) | (486,260) | (5,600) | (5,603) | (497,463) | ||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 574,281 | $ | 5,600 | $ | 4,833 | $ | 584,714 | ||||||||||||||||||
| December 31, 2021 | Customer Relationships | Technology-related | Content | Other | Total | |||||||||||||||||||||||||||
| Gross cost at December 31, 2020 | $ | 1,154,210 | $ | 110,597 | $ | 3,965 | $ | 10,614 | $ | 1,279,386 | ||||||||||||||||||||||
| Additions due to an acquisition (1) | 7,980 | 11,200 | — | 320 | 19,500 | |||||||||||||||||||||||||||
| Intangible assets fully amortized | (61,422) | (60,685) | (3,965) | (498) | (126,570) | |||||||||||||||||||||||||||
| Foreign currency translation impact | (4,410) | 104 | — | — | (4,306) | |||||||||||||||||||||||||||
| Gross cost | 1,096,358 | 61,216 | — | 10,436 | 1,168,010 | |||||||||||||||||||||||||||
| Accumulated amortization (3) | (413,266) | (35,727) | — | (4,599) | (453,592) | |||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | 683,092 | $ | 25,489 | $ | — | $ | 5,837 | $ | 714,418 | ||||||||||||||||||||||
(1)The additions were due to the acquisition of Pulse in June 2021. See Note 2 — Acquisitions and Divestiture for additional information.
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(2)Represents amounts reclassified to Assets Held for Sale due to the pending divestiture of the Company’s TalentNeuron business. See Note 2 — Acquisitions and Divestiture for additional information.
(3)Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 to 7 years; and Other —4 to 11 years.
Amortization expense related to finite-lived intangible assets was $98.5 million, $109.6 million and $125.1 million in 2022, 2021 and 2020, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).
| 2023 | $ | 90,771 | |||
| 2024 | 88,858 | ||||
| 2025 | 80,191 | ||||
| 2026 | 77,516 | ||||
| 2027 | 76,908 | ||||
| 2028 and thereafter | 170,470 | ||||
| $ | 584,714 | ||||
Note 4 — Other Assets
The Company’s other assets are summarized in the table below (in thousands).
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Benefit plan-related assets | $ | 99,527 | $ | 113,553 | |||||||
| Non-current deferred tax assets | 138,318 | 140,004 | |||||||||
| Other | 59,686 | 55,132 | |||||||||
| Total other assets | $ | 297,531 | $ | 308,689 | |||||||
Note 5 — Accounts Payable and Accrued and Other Liabilities
The Company’s Accounts payable and accrued liabilities are summarized in the table below (in thousands).
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Accounts payable | $ | 83,225 | $ | 49,277 | |||||||
| Payroll and employee benefits payable | 221,242 | 233,704 | |||||||||
| Bonus payable | 254,675 | 243,459 | |||||||||
| Commissions payable | 168,042 | 201,397 | |||||||||
| Income tax payable | 76,383 | 18,717 | |||||||||
| VAT payable | 43,187 | 48,834 | |||||||||
| 99,717 | 89,754 | ||||||||||
| Other accrued liabilities | 168,727 | 249,672 | |||||||||
| Total accounts payable and accrued liabilities | $ | 1,115,198 | $ | 1,134,814 | |||||||
The Company’s Other liabilities are summarized in the table below (in thousands).
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| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Non-current deferred revenues | $ | 39,115 | $ | 48,176 | |||||||
| Long-term taxes payable | 92,812 | 76,806 | |||||||||
| Benefit plan-related liabilities | 124,378 | 139,097 | |||||||||
| Non-current deferred tax liabilities | 139,531 | 181,789 | |||||||||
| Other | 27,628 | 66,019 | |||||||||
| Total other liabilities | $ | 423,464 | $ | 511,887 | |||||||
Note 6 — Debt
The Company’s total outstanding borrowings are summarized in the table below (in thousands).
| December 31, | ||||||||||||||
| Description | 2022 | 2021 | ||||||||||||
| 2020 Credit Agreement - Term loan facility (1) | $ | 282,200 | $ | 287,600 | ||||||||||
| 2020 Credit Agreement - Revolving credit facility (1), (2) | — | — | ||||||||||||
Senior Notes due 2028 (“2028 Notes”) (3) | 800,000 | 800,000 | ||||||||||||
Senior Notes due 2029 (“2029 Notes”) (4) | 600,000 | 600,000 | ||||||||||||
Senior Notes due 2030 (“2030 Notes”) (5) | 800,000 | 800,000 | ||||||||||||
| Other (6) | 5,000 | 5,531 | ||||||||||||
| Principal amount outstanding (7) | 2,487,200 | 2,493,131 | ||||||||||||
| Less: deferred financing fees (8) | (25,793) | (30,367) | ||||||||||||
| Net balance sheet carrying amount | $ | 2,461,407 | $ | 2,462,764 | ||||||||||
(1)The contractual annualized interest rate as of December 31, 2022 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 5.81%, which consisted of a floating Eurodollar base rate of 4.438% plus a margin of 1.375%. However, the Company has interest rate swap contracts that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate.
(2)The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of December 31, 2022.
(3)Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of 4.50% and mature on July 1, 2028.
(4)Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of 3.625% and mature on June 15, 2029.
(5)Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of 3.75% and mature on October 1, 2030.
(6)Consists of two State of Connecticut economic development loans. One of the loans originated in 2012, has a 10-year maturity and bears interest at a fixed rate of 3.00%. This loan had an outstanding balance of $0.5 million as of December 31, 2021 and matured as of December 31, 2022. The second loan, originated in 2019, has a 10-year maturity, bears interest at a fixed rate of 1.75% and may be repaid at any time by the Company without penalty.
(7)The weighted average annual effective rate on the Company’s outstanding debt for 2022, including the effects of its interest rate swaps discussed below, was 4.73%.
(8)Deferred financing fees are being amortized to Interest expense over the term of the related debt obligation.
2029 Notes
On June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.
The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029. The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the
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redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes in connection with certain equity offerings, or some or all of the 2029 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2029 Note Indenture.
2030 Notes
On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.
The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030.
The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.
2028 Notes
On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.
The 2028 Notes were issued at an issue price of 100.0% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1, 2028.
The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture.
2020 Credit Agreement
The Company has a credit facility that currently provides for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of December 31, 2022.
The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Company used a portion of the net proceeds from the issuance of the 2029 Notes to repay $100.0 million of the outstanding borrowings under the term loan facility in June 2021. The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.
Interest Rate Swaps
As of December 31, 2022, the Company had one fixed-for-floating interest rate swap contract with a total notional value of $350.0 million that matures in 2025. The Company pays a base fixed rate of 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings. In June 2022, the Company terminated a fixed-for-floating interest rate swap contract with a notional value of $350.0 million, and received proceeds of $0.5 million. The Company had two other fixed-for-floating interest rate swap contracts with a total notional value of $700.0 million that matured during the three months ended March 31, 2022.
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Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income (expense), net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged forecasted interest payments. As of December 31, 2022, $52.3 million is remaining in Accumulated other comprehensive loss, net. The interest rate swaps had unrealized fair values of $10.3 million and negative unrealized fair values (liabilities) of $53.7 million as of December 31, 2022 and December 31, 2021, respectively, of which $39.2 million and $56.3 million were recorded in Accumulated other comprehensive loss, net of tax effect, as of December 31, 2022 and December 31, 2021, respectively. See Note 14 — Fair Value Disclosures for the determination of the fair values of Company’s interest rate swaps.
Note 7 — Leases
The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2023 and through 2038. These facilities support the Company’s executive and administrative activities, research and consulting, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of the Company’s lease agreements include (i) renewal options to extend the lease term for up to ten years and/or (ii) options to terminate the agreement within one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2023 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.
Lease Accounting under ASC 842
Under ASC 842, a lease is a contract or an agreement, or a part of another arrangement, between two or more parties that, at its inception, creates enforceable rights and obligations that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.
Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement. Right-of-use assets and lease liabilities are initially recognized on the lease commencement date based on the present value of the lease payments over the lease term. For all of the Company’s facilities leases, the Company accounts for both lease components and nonlease components (e.g., common area maintenance charges, etc.) as a single lease component when determining the present value of the Company’s lease payments. Variable lease payments that are not dependent on an index or a rate are excluded from the determination of right-of-use assets and lease liabilities and such payments are recognized as expense in the period when the related obligation is incurred.
The Company’s lease agreements do not provide implicit interest rates. Instead, the Company uses an incremental borrowing rate determined on the lease commencement date to calculate the present value of future lease payments. The incremental borrowing rate is calculated for each individual lease and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis (in the currency that the lease is denominated) over a similar term an amount equal to the lease payments in a similar economic environment. Right-of-use assets also include any initial direct costs incurred by the Company and lease payments made to a lessor on or before the related lease commencement date, less any lease incentives received directly from the lessor.
Certain of the Company’s facility lease agreements include options to extend or terminate the lease. When it is reasonably certain that the Company will exercise a renewal or termination option, the present value of the lease payments for the affected lease is adjusted accordingly. Leases with a term of twelve months or less are accounted for in the same manner as long-term lease arrangements, including any related disclosures. Lease expense for operating leases is generally recognized on a straight-line basis over the lease term, unless the related right-of-use asset was previously impaired.
All of the Company’s existing sublease arrangements have been classified as operating leases with sublease income recognized on a straight-line basis over the term of the sublease arrangement. To measure the Company’s periodic sublease income, the
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Company elected to use a practical expedient under ASC 842 to aggregate nonlease components with the related lease components when (i) the timing and pattern of transfer for the nonlease components and the related lease components are the same and (ii) the lease components, if accounted for separately, would be classified as an operating lease. This practical expedient applies to all of the Company’s existing sublease arrangements.
When the projected lease cost for the term of a sublease exceeds the anticipated sublease income for that same period, the Company treats that circumstance as an indicator that the carrying amount of the related right-of-use asset may not be fully recoverable. In those situations, the Company performs an impairment analysis and, if indicated, the Company records a charge against earnings to reduce the right-of-use asset to the amount deemed to be recoverable in the future.
On the Consolidated Balance Sheet, right-of-use assets are classified and reported in Operating lease right-of-use assets, and the related lease liabilities are included in Accounts payable and accrued liabilities (current) and Operating lease liabilities (long-term). On the Consolidated Statement of Cash Flows, the reduction in the carrying amount of right-of-use assets is presented separately and the change in operating lease liabilities is included under Accounts payable and accrued and other liabilities in the reconciliation of net income to cash provided by operating activities.
All of the Company’s leasing and subleasing activities are recognized in Selling, general and administrative expense in the Consolidated Statements of Operations. The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the years ended December 31, 2022, 2021 and 2020 (dollars in thousands).
| Year Ended December 31, | ||||||||||||||||||||
| Description | 2022 | 2021 | 2020 | |||||||||||||||||
| Operating lease cost (1) | $ | 117,750 | $ | 130,383 | $ | 140,829 | ||||||||||||||
| Variable lease cost (2) | 15,209 | 17,940 | 17,463 | |||||||||||||||||
| Sublease income | (46,698) | (42,801) | (38,925) | |||||||||||||||||
| Total lease cost, net (3) (4) | $ | 86,261 | $ | 105,522 | $ | 119,367 | ||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | 137,399 | $ | 140,571 | $ | 137,790 | ||||||||||||||
| Cash receipts from sublease arrangements | $ | 46,159 | $ | 42,374 | $ | 38,565 | ||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 20,597 | $ | 33,113 | $ | 27,258 | ||||||||||||||
| As of December 31, | 2022 | 2021 | 2020 | |||||||||||||||||
| Weighted average remaining lease term for operating leases (in years) | 7.9 | 8.7 | 9.6 | |||||||||||||||||
| Weighted average discount rate for operating leases | 6.6 | % | 6.5 | % | 6.6 | % | ||||||||||||||
(1)Included in operating lease cost was $41.9 million, $42.3 million and $42.2 million of costs for subleasing activities during 2022, 2021, and 2020 respectively.
(2)These amounts are primarily variable lease and nonlease costs that were not fixed at the lease commencement date or are dependent on something other than an index or a rate.
(3)The Company did not capitalize any initial direct costs for operating leases during 2022, 2021, or 2020.
(4)Amount excludes impairment charges of $54.0 million and $49.5 million, for the years ended December 31, 2022 and 2021, respectively, as discussed below.
As of December 31, 2022, the (i) maturities of operating lease liabilities under non-cancelable arrangements and (ii) estimated future sublease cash receipts from non-cancelable arrangements were as follows (in thousands):
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| Operating | Sublease | |||||||||||||
| Lease | Cash | |||||||||||||
| Period ending December 31, | Payments | Receipts | ||||||||||||
| 2023 | $ | 142,251 | $ | 52,286 | ||||||||||
| 2024 | 130,395 | 42,906 | ||||||||||||
| 2025 | 114,233 | 43,226 | ||||||||||||
| 2026 | 111,257 | 44,008 | ||||||||||||
| 2027 | 107,228 | 44,889 | ||||||||||||
| Thereafter | 299,612 | 25,022 | ||||||||||||
| Total future minimum operating lease payments and estimated sublease cash receipts (1) | 904,976 | $ | 252,337 | |||||||||||
| Imputed interest | (207,992) | |||||||||||||
| Total operating lease liabilities per the Consolidated Balance Sheet | $ | 696,984 | ||||||||||||
(1)Approximately 80% of the operating lease payments pertain to properties in the United States.
The table below indicates where the discounted operating lease payments from the above table are classified in the Consolidated Balance Sheet (in thousands).
| December 31, | ||||||||||||||
| Description | 2022 | 2021 | ||||||||||||
| $ | 99,717 | $ | 89,754 | |||||||||||
| Operating lease liabilities | 597,267 | 697,766 | ||||||||||||
| Total operating lease liabilities per the Consolidated Balance Sheet | $ | 696,984 | $ | 787,520 | ||||||||||
During the years ended December 31, 2022 and 2021, as a result and in consideration of the changing nature of the Company’s use of office space for its workforce and the transitioning to a virtual-first hybrid, remote-work environment, the Company evaluated its existing real estate lease portfolio. This evaluation included the decision to abandon certain leased office spaces and the cease-use of certain other leased office spaces that the Company intends to sublease. In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360.
As a result of the evaluation, the Company recognized an impairment loss of $54.0 million and $49.5 million during the years ended December 31, 2022 and December 31, 2021, respectively, which is included as a component of Selling, general and administrative expenses in the accompanying Consolidated Statements of Operations. The impairment loss for the year ended December 31, 2022 includes $40.7 million related to right-of-use assets, and $13.3 million related to other long-lived assets, primarily leasehold improvements. The impairment loss for the fourth quarter of the year ended December 31, 2021 includes $50.9 million related to right-of-use assets, $17.9 million related to other long-lived assets, primarily leasehold improvements and a $19.3 million reduction in lease liabilities.
The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair value include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.
Note 8 — Stockholders’ Equity
Common stock. Holders of Gartner’s common stock, par value $0.0005 per share, are entitled to one vote per share on all matters to be voted by stockholders. The Company does not currently pay cash dividends on its common stock. Also, the 2020 Credit Agreement contains a negative covenant that may limit the Company’s ability to pay dividends. The table below summarizes transactions relating to the Company’s common stock for the three years ended December 31, 2022.
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| Issued Shares | Treasury Stock Shares | ||||||||||
| Balance at December 31, 2019 | 163,602,067 | 74,444,288 | |||||||||
| Issuances under stock plans | — | (820,065) | |||||||||
| Purchases for treasury (1), (2) | — | 1,135,762 | |||||||||
| Balance at December 31, 2020 | 163,602,067 | 74,759,985 | |||||||||
| Issuances under stock plans | — | (807,320) | |||||||||
| Purchases for treasury (1) | — | 7,252,839 | |||||||||
| Balance at December 31, 2021 | 163,602,067 | 81,205,504 | |||||||||
| Issuances under stock plans | — | (599,081) | |||||||||
| Purchases for treasury (1) | — | 3,822,090 | |||||||||
| Balance at December 31, 2022 | 163,602,067 | 84,428,513 | |||||||||
(1)The Company used a total of $1.0 billion, $1.7 billion and $0.2 billion in cash for share repurchases during 2022, 2021 and 2020, respectively.
(2)The number of shares repurchased in 2020 includes shares repurchased in December 2020 that settled in January 2021.
Share repurchase authorization. In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, and $1.0 billion of the Company’s common stock during 2021 and 2022, respectively. $606 million remained available as of December 31, 2022. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. See Note 19 — Subsequent Event for information regarding an increase in the Company’s share repurchase authorization.
Accumulated Other Comprehensive Income (Loss), net (“AOCI/L”)
The tables below provide information about the changes in AOCI/L by component and the related amounts reclassified out of AOCI/L to income during the years indicated (net of tax, in thousands) (1).
Year Ended December 31, 2022
| Interest Rate Swaps | Defined Benefit Pension Plans | Foreign Currency Translation Adjustments | Total | ||||||||||||||||||||
| Balance - December 31, 2021 | $ | (56,323) | $ | (6,672) | $ | (18,436) | $ | (81,431) | |||||||||||||||
| Other comprehensive income (loss) activity during the year: | |||||||||||||||||||||||
| Change in AOCI/L before reclassifications to income | — | 2,244 | (39,679) | (37,435) | |||||||||||||||||||
| Reclassifications from AOCI/L to income (2), (3) | 17,075 | 181 | — | 17,256 | |||||||||||||||||||
| Other comprehensive income (loss), net for the year | 17,075 | 2,425 | (39,679) | (20,179) | |||||||||||||||||||
| Balance - December 31, 2022 | $ | (39,248) | $ | (4,247) | $ | (58,115) | $ | (101,610) | |||||||||||||||
Year Ended December 31, 2021
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| Interest Rate Swaps | Defined Benefit Pension Plans | Foreign Currency Translation Adjustments | Total | ||||||||||||||||||||
| Balance - December 31, 2020 | $ | (78,104) | $ | (9,309) | $ | (11,815) | $ | (99,228) | |||||||||||||||
| Other comprehensive income (loss) activity during the year: | |||||||||||||||||||||||
| Change in AOCI/L before reclassifications to income | — | 2,232 | (6,621) | (4,389) | |||||||||||||||||||
| Reclassifications from AOCI/L to income (2), (3) | 21,781 | 405 | — | 22,186 | |||||||||||||||||||
| Other comprehensive income (loss), net for the year | 21,781 | 2,637 | (6,621) | 17,797 | |||||||||||||||||||
| Balance - December 31, 2021 | $ | (56,323) | $ | (6,672) | $ | (18,436) | $ | (81,431) | |||||||||||||||
(1)Amounts in parentheses represent debits (deferred losses).
(2)$22.6 million and $29.1 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense for the year ended December 31, 2022 and 2021, respectively. See Note 6 — Debt and Note 13 — Derivatives and Hedging for information regarding the cash flow hedges.
(3)The reclassifications related to defined benefit pension plans were primarily recorded in Selling, general and administrative expense, net of tax effect. See Note 15 — Employee Benefits for information regarding the Company’s defined benefit pension plans.
The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at December 31, 2022 that is expected to be reclassified into earnings within the next 12 months is $20.1 million.
Note 9 — Revenue and Related Matters
Our Business and Revenues
Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues from those business segments are discussed below.
Research
Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
Research revenues are mainly derived from subscription contracts for research products, representing approximately 91% of the segment’s revenue. The related revenues are deferred and recognized ratably over the applicable contract term (i.e., as services are provided over the contract period). Fees derived from assisting organizations in selecting the right business software for their needs are recognized at a point in time (i.e., when the lead is provided to the vendor).
The Company enters into subscription contracts for research products that generally are for twelve-month periods or longer. Approximately 80% to 85% of the Company’s annual and multi-year Research subscription contracts provide for billing of the first full service period upon signing. In subsequent years, multi-year subscription contracts are normally billed prior to the contract’s anniversary date. Other Research subscription contracts are usually invoiced in advance, commencing with the contract signing, on (i) a quarterly, monthly or other recurring basis or (ii) in accordance with a customized invoicing schedule. Research contracts are generally non-cancelable and non-refundable, except for government contracts that may have cancellation or fiscal funding clauses, which have not historically resulted in material cancellations. It is the Company’s policy to record the amount of a subscription contract that is billable as a fee receivable at the time the contract is signed with a corresponding amount as deferred revenue because the contract represents a legally enforceable claim.
Conferences
Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
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The Company earns revenues from both the attendees and exhibitors at Gartner conferences and meetings. Attendees are generally invoiced for the full attendance fee upon their completion of an online registration form or their signing of a contract, while exhibitors typically make several individual payments commencing with the signing of a contract. Almost all of the invoiced amounts are collected in advance of the related activity, resulting in the recording of deferred revenue. Both the attendee and exhibitor revenues are recognized as the related performance obligations are satisfied (i.e., when the related activity is held).
The Company defers certain costs directly related to specific conferences and meetings and expenses those costs in the period during which the related activity occurs. The Company’s policy is to defer only those costs that are incremental and directly attributable to a specific activity, primarily prepaid site and production services costs. Other costs of organizing and producing conference activities, primarily Company personnel and non-conference specific expenses, are expensed in the period incurred.
Consulting
Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.
Consulting revenues, primarily derived from custom consulting and measurement services, are principally generated from fixed fee or time and materials engagements. Revenues from fixed fee engagements are recognized as the Company works to satisfy its performance obligations, while revenues from time and materials engagements are recognized as work is delivered and/or services are provided. In both of these circumstances, performance obligations are satisfied and control of the services are passed to customers over time (i.e., during the duration of the contract or consulting engagement). On a contract-by-contract basis, the Company typically uses actual labor hours incurred compared to total expected labor hours to measure the Company’s performance in respect of fixed fee engagements. If labor and other costs on an individual contract are expected to exceed the total contract value or the contract’s funded ceiling amount, the Company reflects an adjustment to the contract’s overall profitability in the period determined. Revenues related to contract optimization engagements are contingent in nature and are only recognized at the point in time when all of the conditions related to their payment have been satisfied.
Consulting customers are invoiced based on the specific terms and conditions in their underlying contracts. They are typically invoiced after the Company has satisfied some or all of the related performance obligations and the related revenue has been recognized. The Company records fees receivable for amounts that are billed or billable. Contract assets are also recorded representing amounts for which the Company has recognized revenue but lacks the unconditional right to payment as of the balance sheet date due to the required continued performance under the relevant contract, progress billing milestones or other billing-related restrictions.
Disaggregated Revenue
Disaggregated revenue by reportable segment is presented in the tables below for the years indicated (in thousands).
By Primary Geographic Market (1)
Year Ended December 31, 2022
| Primary Geographic Market | Research | Conferences | Consulting | Total | ||||||||||
| United States and Canada | $ | 3,056,096 | $ | 263,165 | $ | 300,121 | $ | 3,619,382 | ||||||
| Europe, Middle East and Africa | 1,017,860 | 88,979 | 127,820 | 1,234,659 | ||||||||||
| Other International | 530,835 | 37,129 | 53,841 | 621,805 | ||||||||||
| Total revenues | $ | 4,604,791 | $ | 389,273 | $ | 481,782 | $ | 5,475,846 | ||||||
Year Ended December 31, 2021
| Primary Geographic Market | Research | Conferences | Consulting | Total | ||||||||||
| United States and Canada | $ | 2,655,534 | $ | 146,707 | $ | 246,661 | $ | 3,048,902 | ||||||
| Europe, Middle East and Africa | 958,339 | 47,883 | 124,757 | 1,130,979 | ||||||||||
| Other International | 487,519 | 19,859 | 46,703 | 554,081 | ||||||||||
| Total revenues | $ | 4,101,392 | $ | 214,449 | $ | 418,121 | $ | 4,733,962 | ||||||
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Year Ended December 31, 2020
| Primary Geographic Market | Research | Conferences | Consulting | Total | ||||||||||
| United States and Canada | $ | 2,339,482 | $ | 75,024 | $ | 223,318 | $ | 2,637,824 | ||||||
| Europe, Middle East and Africa | 826,752 | 28,108 | 111,413 | 966,273 | ||||||||||
| Other International | 436,658 | 17,008 | 41,640 | 495,306 | ||||||||||
| Total revenues | $ | 3,602,892 | $ | 120,140 | $ | 376,371 | $ | 4,099,403 | ||||||
(1)Revenue is reported based on where the sale is fulfilled.
The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate Company’s revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments.
By Timing of Revenue Recognition
Year Ended December 31, 2022
| Timing of Revenue Recognition | Research | Conferences | Consulting | Total | ||||||||||
| Transferred over time (1) | $ | 4,182,747 | $ | — | $ | 378,062 | $ | 4,560,809 | ||||||
| Transferred at a point in time (2) | 422,044 | 389,273 | 103,720 | 915,037 | ||||||||||
| Total revenues | $ | 4,604,791 | $ | 389,273 | $ | 481,782 | $ | 5,475,846 | ||||||
Year Ended December 31, 2021
| Timing of Revenue Recognition | Research | Conferences | Consulting | Total | ||||||||||
| Transferred over time (1) | $ | 3,740,694 | $ | — | $ | 334,945 | $ | 4,075,639 | ||||||
| Transferred at a point in time (2) | 360,698 | 214,449 | 83,176 | 658,323 | ||||||||||
| Total revenues | $ | 4,101,392 | $ | 214,449 | $ | 418,121 | $ | 4,733,962 | ||||||
Year Ended December 31, 2020
| Timing of Revenue Recognition | Research | Conferences | Consulting | Total | ||||||||||
| Transferred over time (1) | $ | 3,313,111 | $ | — | $ | 296,546 | $ | 3,609,657 | ||||||
| Transferred at a point in time (2) | 289,781 | 120,140 | 79,825 | 489,746 | ||||||||||
| Total revenues | $ | 3,602,892 | $ | 120,140 | $ | 376,371 | $ | 4,099,403 | ||||||
(1)Research revenues were recognized in connection with performance obligations that were satisfied over time using a time-elapsed output method to measure progress. Consulting revenues were recognized over time using labor hours as an input measurement basis.
(2)The revenues in this category were recognized in connection with performance obligations that were satisfied at the point in time that the contractual deliverables were provided to the customer.
Determining a measure of progress for performance obligations that are satisfied over time and when control transfers for performance obligations that are satisfied at a point in time requires management to make judgments that affect the timing of revenue recognition. A key factor in this determination is when the customer can direct the use of, and can obtain substantially all of the benefits from, the deliverable.
For performance obligations recognized in accordance with a time-elapsed output method, the Company’s efforts are expended consistently throughout the contractual period and the Company transfers control evenly by providing stand-ready services. For performance obligations satisfied under Consulting fixed fee or time and materials engagements, the Company believes that
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labor hours are the best measure of depicting the Company’s progress because labor output corresponds directly to the value of the Company’s performance to date as control is transferred.
For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2022 was approximately $5.2 billion. The Company expects to recognize $3.0 billion, $1.7 billion and $0.5 billion of this revenue (most of which pertains to Research) during the year ending December 31, 2023, the year ending December 31, 2024 and thereafter, respectively. The Company applies a practical expedient allowed in ASC 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee or time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.
Customer Contract Assets and Liabilities
The payment terms and conditions in the Company’s customer contracts vary. In some cases, customers prepay and, in other cases, after the Company conducts a credit evaluation, payment may be due in arrears. Because the timing of the Company’s service delivery typically differs from the timing of customer payments, the Company recognizes either a contract asset (the Company performs either fully or partially under the contract but a contingency remains) or a contract liability (upfront customer payments precede the Company’s performance, resulting in deferred revenue). Amounts recorded as contract assets are reclassified to fees receivable when all of the outstanding conditions have been resolved and the Company’s right to payment becomes unconditional. Contracts with payments due in arrears are also recognized as fees receivable. As contractual performance obligations are satisfied, the Company correspondingly relieves its contract liabilities and records the associated revenue.
The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Assets: | |||||||||||
| Fees receivable, gross (1) | $ | 1,565,786 | $ | 1,371,680 | |||||||
| Contract assets recorded in Prepaid expenses and other current assets (2) | $ | 21,183 | $ | 20,054 | |||||||
| Contract liabilities: | |||||||||||
| Deferred revenues (current liability) (3) | $ | 2,443,762 | $ | 2,238,035 | |||||||
| Non-current deferred revenues recorded in Other liabilities (3) | 39,115 | 48,176 | |||||||||
| Total contract liabilities | $ | 2,482,877 | $ | 2,286,211 | |||||||
(1)Fees receivable represent an unconditional right of payment from the Company’s customers and include both billed and unbilled amounts.
(2)Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restriction.
(3)Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s).
The Company recognized revenue of $1.9 billion, $1.6 billion and $1.5 billion during 2022, 2021 and 2020 respectively, which was attributable to deferred revenues that were recorded at the beginning of each such year. Those amounts primarily consisted of (i) Research revenues and (ii) Conferences revenues pertaining to conferences and meetings that occurred during the reporting periods. During 2022, 2021 and 2020, the Company did not record any material impairments related to its contract assets.
Costs of Obtaining and Fulfilling a Customer Contract
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When the Company concludes that a liability should be recognized for the costs of obtaining a customer contract and determines how such liability should be measured, certain commissions are capitalized as a recoverable direct incremental cost of obtaining the underlying contract. No other amounts are capitalized as a cost of obtaining or fulfilling a customer contract because no expenditures have been identified that meet the requisite capitalization criteria. For Research and Consulting, the Company amortizes deferred commissions on a systematic basis that aligns with the transfer to customers of the services to which the commissions relate. For Conferences, deferred commissions are expensed during the period when the related conference or meeting occurs.
During 2022, 2021 and 2020, deferred commission amortization expense was $562.1 million, $472.5 million and $440.5 million, respectively, and was included in Selling, general and administrative expense in the Consolidated Statements of Operations. The Company classifies Deferred commissions as a current asset on the Consolidated Balance Sheets at both December 31, 2022 and 2021 because those costs were, or will be, amortized over the twelve months following the respective balance sheet dates.
Note 10 — Stock-Based Compensation
The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of December 31, 2022, the Company had 4.0 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its 2014 Long-Term Incentive Plan (the “Plan”). Currently, the Company issues treasury shares upon the exercise, release or settlement of stock-based compensation awards.
Determining the appropriate fair value model and calculating the fair value of stock-based compensation awards requires the use of certain subjective assumptions, including the expected life of a stock-based compensation award and Common Stock price volatility. In addition, determining the appropriate periodic stock-based compensation expense requires management to estimate the likelihood of the achievement of certain performance targets. The assumptions used in calculating the fair values of stock-based compensation awards and the related periodic expense represent management’s best estimates, which involve inherent uncertainties and the application of judgment. As a result, if circumstances change and the Company deems it necessary in the future to modify the assumptions it made or to use different assumptions, or if the quantity and nature of the Company’s stock-based compensation awards changes, then the amount of expense may need to be adjusted and future stock-based compensation expense could be materially different from what has been recorded in the current year.
Stock-Based Compensation Expense
The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the years ended December 31 (in millions).
| Award type | 2022 | 2021 | 2020 | |||||||||||||||||
| Stock appreciation rights | $ | 8.8 | $ | 8.2 | $ | 7.8 | ||||||||||||||
| Restricted stock units (1) | 81.0 | 89.6 | 54.1 | |||||||||||||||||
| Common stock equivalents | 0.8 | 0.8 | 0.7 | |||||||||||||||||
| Total (2) | $ | 90.6 | $ | 98.6 | $ | 62.6 | ||||||||||||||
| Expense category line item | 2022 | 2021 | 2020 | |||||||||||||||||
| Cost of services and product development | $ | 32.7 | $ | 35.0 | $ | 29.7 | ||||||||||||||
| Selling, general and administrative | 57.9 | 63.6 | 32.9 | |||||||||||||||||
| Total (1) (2) | $ | 90.6 | $ | 98.6 | $ | 62.6 | ||||||||||||||
(1)On February 5, 2020, prior to the COVID-19 related shutdown in the U.S., the Compensation Committee (“Committee”) of the Board of Directors of the Company established performance measures for the performance-based restricted stock units (the “PSUs”) awarded to the Company’s executive officers in 2020 under the Plan. Based on preliminary corporate performance results for the 2020 performance measures, the 2020 PSUs would have been earned at 50% of target. However, on February 3, 2021, the Committee determined to use its discretion under the Plan to approve a payout at 95% of target. In deciding to exercise this discretion to adjust the performance-based RSU payout, the Committee considered the Company’s strong overall performance in 2020 despite the significant negative impact of the COVID-19 pandemic. As a
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result of the modification, the Company recognized $6.5 million of incremental compensation cost during the year ended December 31, 2021.
(2)Includes charges of $32.2 million, $41.2 million and $17.9 million during 2022, 2021 and 2020, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.
As of December 31, 2022, the Company had $118.4 million of total unrecognized stock-based compensation cost, which is expected to be expensed over the remaining weighted average service period of approximately 2.4 years.
Stock-Based Compensation Awards
The disclosures presented below provide information regarding the Company’s stock-based compensation awards, all of which have been classified as equity awards in accordance with FASB ASC Topic 505.
Stock Appreciation Rights
Stock-settled stock appreciation rights (“SARs”) permit the holder to participate in the appreciation of the value of the Common Stock. After the applicable vesting criteria have been satisfied, SARs are settled in shares of Common Stock upon exercise by the employee. SARs vest ratably over a four-year service period and expire seven years from the date of grant. The fair value of a SARs award is recognized as compensation expense on a straight-line basis over four years. SARs have only been awarded to the Company’s executive officers.
When SARs are exercised, the number of shares of Common Stock issued is calculated as follows: (1) the total proceeds from the exercise of the SARs award (calculated as the closing price of the Common Stock as reported on the New York Stock Exchange on the date of exercise less the exercise price of the SARs award, multiplied by the number of SARs exercised) is divided by (2) the closing price of the Common Stock on the date of exercise. Upon exercise, the Company withholds a portion of the shares of the Common Stock to satisfy statutory tax withholding requirements. SARs recipients do not have any stockholder rights until the shares of Common Stock are issued in respect of the award, which is subject to the prior satisfaction of the vesting and other criteria relating to such grants.
The table below summarizes changes in SARs outstanding during the year ended December 31, 2022.
| Units of SARs (in millions) | Per Share Weighted Average Exercise Price | Per Share Weighted Average Grant Date Fair Value | Weighted Average Remaining Contractual Term (Years) | ||||||||||||||||||||
| Outstanding at December 31, 2021 | 0.8 | $ | 145.36 | $ | 34.72 | 4.45 | |||||||||||||||||
| Granted | 0.1 | 302.90 | 92.56 | 6.11 | |||||||||||||||||||
| Exercised | (0.1) | 124.20 | 28.26 | n/a | |||||||||||||||||||
| Outstanding at December 31, 2022 (1) (2) | 0.8 | $ | 168.16 | $ | 42.99 | 3.89 | |||||||||||||||||
| Vested and exercisable at December 31, 2022 (2) | 0.4 | $ | 135.43 | $ | 31.36 | 2.97 | |||||||||||||||||
n/a = not applicable
(1)As of December 31, 2022, 0.4 million of the total SARs outstanding were unvested. The Company expects that substantially all of those unvested awards will vest in future periods.
(2)As of December 31, 2022, the total SARs outstanding had an intrinsic value of $140.5 million. On such date, SARs vested and exercisable had an intrinsic value of $86.4 million.
The fair value of a SARs award is determined on the date of grant using the Black-Scholes-Merton valuation model with the following weighted average assumptions for the years ended December 31:
| 2022 | 2021 | 2020 | |||||||||||||||
| Expected dividend yield (1) | — | % | — | % | — | % | |||||||||||
| Expected stock price volatility (2) | 33 | % | 31 | % | 23 | % | |||||||||||
| Risk-free interest rate (3) | 1.8 | % | 0.4 | % | 1.5 | % | |||||||||||
| Expected life in years (4) | 4.59 | 4.74 | 4.68 | ||||||||||||||
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(1)The expected dividend yield assumption was based on both the Company’s historical and anticipated dividend payouts. Historically, the Company has not paid cash dividends on its Common Stock.
(2)The determination of expected stock price volatility was based on both historical Common Stock prices and implied volatility from publicly traded options in the Common Stock.
(3)The risk-free interest rate was based on the yield of a U.S. Treasury security with a maturity similar to the expected life of the award.
(4)The expected life represents the Company’s estimate of the weighted average period of time the SARs are expected to be outstanding (that is, the period between the service inception date and the expected exercise date).
Restricted Stock Units
Restricted stock units (“RSUs”) give the awardee the right to receive shares of Common Stock when the vesting conditions are met and certain restrictions lapse. Each RSU that vests entitles the awardee to one share of Common Stock. RSU awardees do not have any of the rights of a Gartner stockholder, including voting rights and the right to receive dividends and distributions, until the shares are released. The fair value of an RSU award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date. Service-based RSUs vest ratably over four years and are expensed on a straight-line basis over the vesting period. Performance-based RSUs are subject to the satisfaction of both performance and service conditions, vest ratably over four years and are expensed on an accelerated basis over the vesting period.
The table below summarizes the changes in RSUs outstanding during the year ended December 31, 2022.
| Units of RSUs (in millions) | Per Share Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2021 | 1.1 | $ | 160.04 | ||||||||
| Granted (1) | 0.5 | 301.38 | |||||||||
| Vested and released | (0.5) | 152.13 | |||||||||
| Forfeited | (0.1) | 195.86 | |||||||||
| Outstanding at December 31, 2022 (2) (3) | 1.0 | $ | 211.25 | ||||||||
(1)The 0.5 million of RSUs granted during 2022 consisted of 0.2 million of performance-based RSUs awarded to executives and 0.3 million of service-based RSUs awarded to non-executive employees and non-management board members. The performance-based awards include RSUs in final adjustments of 2021 grants and approximately 0.1 million of RSUs representing the target amount of the grant for 2022 that is tied to an increase in Gartner’s contract value for such year. The number of performance-based RSUs for 2022 that holders could receive ranges from 0% to 200% of the target amount based on the extent to which the corresponding performance goals have been achieved and subject to certain other conditions. Any adjustments in the number of performance-based RSUs under the 2022 grant will be made in 2023.
(2)The Company expects that substantially all of the RSUs outstanding will vest in future periods.
(3)As of December 31, 2022, the weighted average remaining contractual term of the RSUs outstanding was approximately 1.1 years.
Common Stock Equivalents
Common stock equivalents (“CSEs”) are convertible into Common Stock. Each CSE entitles the holder to one share of Common Stock. Members of the Company’s Board of Directors receive their directors’ fees in CSEs unless they opt to receive up to 50% of those fees in cash. Generally, CSEs have no defined term and are converted into shares of Common Stock when service as a director terminates unless the director has elected an accelerated release. The fair value of a CSE award is determined on the date of grant based on the closing price of the Common Stock as reported on the New York Stock Exchange on that date. CSEs vest immediately and, as a result, they are recorded as expense on the date of grant.
The table below summarizes the changes in CSEs outstanding during the year ended December 31, 2022.
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| Units of CSEs | Per Share Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2021 | 114,318 | $ | 31.15 | ||||||||
| Granted | 2,641 | 287.83 | |||||||||
| Converted to shares of Common Stock upon grant | (1,680) | 283.58 | |||||||||
| Outstanding at December 31, 2022 | 115,279 | $ | 33.35 | ||||||||
Employee Stock Purchase Plan
The Company has an employee stock purchase plan (the “ESP Plan”) wherein eligible employees are permitted to purchase shares of Common Stock through payroll deductions, which may not exceed 10% of an employee’s compensation, or $23,750 in any calendar year, at a price equal to 95% of the closing price of the Common Stock as reported on the New York Stock Exchange at the end of each offering period. As of December 31, 2022, the Company had 3.3 million shares available for purchase under the ESP Plan. The ESP Plan is considered non-compensatory under FASB ASC Topic 718 and, as a result, the Company does not record stock-based compensation expense for employee share purchases. The Company received $22.2 million, $18.2 million and $18.1 million in cash from employee share purchases under the ESP Plan during 2022, 2021 and 2020, respectively.
Note 11 — Computation of Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.
The table below sets forth the calculation of basic and diluted income per share for the years ended December 31 (in thousands, except per share data).
| 2022 | 2021 | 2020 | |||||||||||||||
| Numerator: | |||||||||||||||||
| Net income used for calculating basic and diluted income per share | $ | 807,799 | $ | 793,560 | $ | 266,745 | |||||||||||
| Denominator: | |||||||||||||||||
| Weighted average common shares used in the calculation of basic income per share | 80,178 | 85,026 | 89,315 | ||||||||||||||
| Dilutive effect of outstanding awards associated with stock-based compensation plans | 889 | 1,151 | 702 | ||||||||||||||
| Shares used in the calculation of diluted income per share | 81,067 | 86,177 | 90,017 | ||||||||||||||
Income per share (1): | |||||||||||||||||
| Basic | $ | 10.08 | $ | 9.33 | $ | 2.99 | |||||||||||
| Diluted | $ | 9.96 | $ | 9.21 | $ | 2.96 | |||||||||||
(1)Both basic and diluted income per share for 2021 and 2020 included a tax benefit of approximately $0.63 and $0.31 per share, respectively, related to intercompany sales of certain intellectual property (see Note 12 — Income Taxes).
The table below presents the number of outstanding awards associated with stock-based compensation plans that were not included in the computations of diluted income per share in the above table because the effect would have been anti-dilutive. During years with net income, the outstanding awards were anti-dilutive because their exercise prices were greater than the average market price per share of Common Stock during such year.
| Year Ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Anti-dilutive outstanding awards associated with stock-based compensation plans (in millions) (1) | 0.1 | — | 0.5 | ||||||||||||||
| Average market price per share of Common Stock during the year | $ | 289.73 | $ | 252.07 | $ | 130.95 | |||||||||||
(1)The number of anti-dilutive common stock equivalents for 2021 was de minimis.
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Note 12 — Income Taxes
Below is a summary of the components of the Company’s income before income taxes for the years ended December 31 (in thousands).
| 2022 | 2021 | 2020 | |||||||||||||||
| U.S. | $ | 560,193 | $ | 485,472 | $ | 111,880 | |||||||||||
| Non-U.S. | 467,002 | 484,398 | 214,253 | ||||||||||||||
| Income before income taxes | $ | 1,027,195 | $ | 969,870 | $ | 326,133 | |||||||||||
The components of the expense (benefit) for income taxes on the above income are summarized in the table below (in thousands).
| 2022 | 2021 | 2020 | |||||||||||||||
| Current tax expense: | |||||||||||||||||
| U.S. federal | $ | 122,191 | $ | 117,024 | $ | 14,480 | |||||||||||
| State and local | 48,482 | 36,266 | 16,360 | ||||||||||||||
| Foreign | 91,596 | 64,835 | 62,993 | ||||||||||||||
| Total current | 262,269 | 218,125 | 93,833 | ||||||||||||||
| Deferred tax (benefit) expense: | |||||||||||||||||
| U.S. federal | (21,337) | (4,640) | (7,206) | ||||||||||||||
| State and local | (10,108) | 3,156 | (13,121) | ||||||||||||||
| Foreign | (4,232) | (33,389) | (22,673) | ||||||||||||||
| Total deferred | (35,677) | (34,873) | (43,000) | ||||||||||||||
| Total current and deferred | 226,592 | 183,252 | 50,833 | ||||||||||||||
| (Expense) benefit relating to interest rate swaps used to increase equity | (5,569) | (7,281) | 8,257 | ||||||||||||||
| Benefit from stock transactions with employees used to increase equity | 66 | 78 | 56 | ||||||||||||||
| Benefit relating to defined-benefit pension adjustments used to increase equity | (1,693) | 261 | 242 | ||||||||||||||
| Total tax expense | $ | 219,396 | $ | 176,310 | $ | 59,388 | |||||||||||
The components of long-term deferred tax assets (liabilities) are summarized in the table below (in thousands).
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Accrued liabilities | $ | 72,610 | $ | 90,384 | |||||||
| Operating leases | 63,289 | 60,226 | |||||||||
| Intangible assets | 35,803 | — | |||||||||
| Loss and credit carryforwards | 37,978 | 31,662 | |||||||||
| Assets relating to equity compensation | 19,299 | 15,863 | |||||||||
| Other assets | 16,638 | 12,195 | |||||||||
| Gross deferred tax assets | 245,617 | 210,330 | |||||||||
| Valuation allowance | (152,808) | (23,331) | |||||||||
| Net deferred tax assets | 92,809 | 186,999 | |||||||||
| Property, equipment and leasehold improvements | (1,856) | (14,576) | |||||||||
| Intangible assets | — | (123,523) | |||||||||
| Prepaid expenses | (69,230) | (70,149) | |||||||||
| Other liabilities | (22,936) | (20,536) | |||||||||
| Gross deferred tax liabilities | (94,022) | (228,784) | |||||||||
| Net deferred tax liabilities | $ | (1,213) | $ | (41,785) | |||||||
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Net deferred tax assets and net deferred tax liabilities were $138.3 million and $139.5 million as of December 31, 2022, respectively, and $140.0 million and $181.8 million as of December 31, 2021, respectively. These amounts are reported in Other assets and Other liabilities in the Consolidated Balance Sheets. Management has concluded it is more likely than not that the reversal of deferred tax liabilities and results of future operations will generate sufficient taxable income to realize the deferred tax assets, net of the valuation allowance at December 31, 2022.
In 2022, the Company recorded a deferred tax asset of approximately $122.9 million for tax basis in intangible assets along with an offsetting valuation allowance of the same amount consistent with changes in the Company’s expectations for recovering amortizable tax basis in certain intellectual property during the period.
The valuation allowances of $152.8 million and $23.3 million as of December 31, 2022 and 2021, respectively, primarily related to tax basis in certain intangible assets and loss and credit carryovers that are not likely to be realized.
As of December 31, 2022, the Company had state and local tax net operating loss carryforwards of $17.6 million, of which $7.4 million expires within to fifteen years and $10.2 million expires within to twenty years. The Company also had state tax credits of $8.0 million, a majority of which will expire in to six years. As of December 31, 2022, the Company had non-U.S. net operating loss carryforwards of $2.1 million, of which $0.1 million expires over the next 20 years and $2.0 million can be carried forward indefinitely. In addition, the Company also had foreign tax credit carryforwards of $19.7 million, all of which will expire between 2028 and 2032. These amounts have been reduced for associated unrecognized tax benefits, consistent with ASU No. 2013-11, “Income Taxes—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.”
The items comprising the differences between the U.S. federal statutory income tax rate and the Company’s effective tax rate on income before income taxes for the years ended December 31 are summarized in the table below.
| 2022 | 2021 | 2020 | |||||||||||||||
| Statutory tax rate | 21.0 | % | 21.0 | % | 21.0 | % | |||||||||||
| State income taxes, net of federal benefit | 2.4 | 2.8 | 1.7 | ||||||||||||||
| Effect of non-U.S. operations | (2.0) | (3.4) | (1.8) | ||||||||||||||
| Intercompany sale of intellectual property | — | (5.6) | (8.7) | ||||||||||||||
| Net activity in recognized tax benefits | (1.1) | 1.3 | 6.4 | ||||||||||||||
| Law changes | — | 1.3 | 1.8 | ||||||||||||||
| Stock-based compensation expense | (2.0) | (2.0) | (2.8) | ||||||||||||||
| Limitation on executive compensation | 1.4 | 1.7 | 1.3 | ||||||||||||||
| Global intangible low-taxed income, net of foreign tax credits | 1.9 | 1.7 | 1.4 | ||||||||||||||
| Foreign-derived intangible income | (0.4) | (0.3) | (0.8) | ||||||||||||||
| Other items, net | 0.2 | (0.3) | (1.3) | ||||||||||||||
| Effective tax rate | 21.4 | % | 18.2 | % | 18.2 | % | |||||||||||
The Company completed intercompany sales of certain intellectual property in 2021 and 2020. As a result, the Company recorded net tax benefits of approximately $54.1 million and $28.3 million during 2021 and 2020, respectively. These benefits represent the value of future tax deductions for amortization of the assets in the acquiring jurisdiction, net of any tax recognized in the selling jurisdiction. The Company’s intellectual property footprint continues to evolve and may result in tax rate volatility in the future.
As of December 31, 2022 and 2021, the Company had gross unrecognized tax benefits of $137.2 million and $150.0 million, respectively. The decrease is primarily due to releases for expiration of statutes. The gross unrecognized tax benefits at December 31, 2022 related primarily to transfer pricing on intercompany transactions, the exclusion of stock-based compensation expense from the Company’s cost sharing agreement, and the ability to realize certain refund claims. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $11.7 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.
Included in the balance of gross unrecognized tax benefits at December 31, 2022 are potential benefits of $125.8 million that, if recognized, would reduce our effective tax rate on income from continuing operations. Also included in the balance of gross
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unrecognized tax benefits at December 31, 2022 are potential benefits of $11.4 million that, if recognized, would result in adjustments to other tax accounts, primarily deferred taxes.
The table below is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits, excluding interest and penalties, for the years ended December 31 (in thousands).
| 2022 | 2021 | ||||||||||
| Beginning balance | $ | 150,024 | $ | 127,080 | |||||||
| Additions based on tax positions related to the current year | 10,989 | 29,636 | |||||||||
| Additions for tax positions of prior years | 12,153 | 2,756 | |||||||||
| Reductions for tax positions of prior years | (485) | (4,592) | |||||||||
| Reductions for expiration of statutes | (30,817) | (3,240) | |||||||||
| Settlements | (2,177) | (147) | |||||||||
| Change in foreign currency exchange rates | (2,460) | (1,469) | |||||||||
| Ending balance | $ | 137,227 | $ | 150,024 | |||||||
The Company accrues interest and penalties related to gross unrecognized tax benefits in its income tax provision. As of December 31, 2022 and 2021, the Company had $16.3 million and $14.3 million, respectively, of accrued interest and penalties related to gross unrecognized tax benefits. These amounts are in addition to the gross unrecognized tax benefits disclosed above. The total amount of interest and penalties recognized in the income tax provision during 2022 and 2021 was $2.4 million and $4.2 million, respectively.
The number of years with open statutes of limitation varies depending on the tax jurisdiction. The Company’s statutes are open with respect to the U.S. federal jurisdiction for 2019 and forward, India for 2005 and forward, and Ireland for 2018 and forward. For other major taxing jurisdictions, including U.S. states, the United Kingdom, Canada, Japan, Cyprus, and France, the Company’s statutes vary and are open as far back as 2012.
The Organization for Economic Co-operation and Development (the “OECD”) has issued various proposals that would change long-standing global tax principles. These proposals include a two-pillar approach to global taxation (BEPS 2.0/ Pillar Two), focusing on global profit allocation and a global minimum tax rate. On December 12, 2022, the European Union member states agreed to implement the OECD’s global corporate minimum tax rate of 15%, to be effective as of January 2024. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s proposals. In December 2022, South Korea enacted new global minimum tax rules to align with Pillar Two. The enactment of Pillar Two legislation could have a material adverse effect on the Company's effective tax rate, financial position, results of operations, and cash flows. The Company will continue to monitor and reflect the impact of such legislative changes in future financial statements as appropriate.
Under U.S. GAAP, no provision for income taxes that may result from the remittance of earnings held overseas is required if the Company has the ability and intent to indefinitely reinvest such funds overseas. The Company continues to assert its intention to reinvest all accumulated undistributed foreign earnings in its non-U.S. operations, except in instances where the repatriation of those earnings would result in minimal additional tax. Consequently, the Company has not recognized income tax expense that would result from the remittance of those earnings. The accumulated undistributed earnings of non-U.S. subsidiaries were approximately $120.3 million as of December 31, 2022.
Note 13 — Derivatives and Hedging
The Company enters into a limited number of derivative contracts to mitigate the cash flow risk associated with changes in interest rates on variable-rate debt and changes in foreign exchange rates on forecasted foreign currency transactions. The Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value. The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).
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December 31, 2022
| Derivative Contract Type | Number of Contracts | Notional Amounts | Fair Value Asset (Liability), Net (3) | Balance Sheet Line Item | Unrealized Loss Recorded in AOCI/L | |||||||||||||||||||||||||||
| Interest rate swap (1) | 1 | $ | 350,000 | $ | 3,952 | Other assets | $ | (39,248) | ||||||||||||||||||||||||
| 6,346 | Other current assets | |||||||||||||||||||||||||||||||
| Foreign currency forwards (2) | 138 | 687,763 | 625 | Other current assets | — | |||||||||||||||||||||||||||
| Total | 139 | $ | 1,037,763 | $ | 10,923 | $ | (39,248) | |||||||||||||||||||||||||
December 31, 2021
| Derivative Contract Type | Number of Contracts | Notional Amounts | Fair Value Asset (Liability), Net (3) | Balance Sheet Line Item | Unrealized Loss Recorded in AOCI/L | |||||||||||||||||||||||||||
| Interest rate swaps (1) | 4 | $ | 1,400,000 | $ | (31,942) | Other liabilities | $ | (56,323) | ||||||||||||||||||||||||
| (21,795) | Accrued liabilities | |||||||||||||||||||||||||||||||
| Foreign currency forwards (2) | 138 | 533,506 | (91) | Accrued liabilities | — | |||||||||||||||||||||||||||
| Total | 142 | $ | 1,933,506 | $ | (53,828) | $ | (56,323) | |||||||||||||||||||||||||
(1)As a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility, the Company de-designated all of its interest rate swaps effective June 30, 2020. Accordingly, hedge accounting is not applicable, and subsequent changes to fair value of the interest rate swaps are recorded in Other income (expense), net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense over the terms of the hedged forecasted interest payments. Note 6 — Debt provides additional information regarding the Company’s interest rate swap contracts.
(2)The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income (expense), net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at December 31, 2022 matured before January 31, 2023.
(3)See Note 14 — Fair Value Disclosures for the determination of the fair values of these instruments.
At December 31, 2022, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features. The table below provides information regarding amounts recognized in the Consolidated Statements of Operations for derivative contracts for the years ended December 31 (in thousands).
| Amount Recorded In | 2022 | 2021 | 2020 | |||||||||||||||||
| $ | 22,643 | $ | 29,061 | $ | 24,880 | |||||||||||||||
| (20,397) | (18,844) | 22,300 | ||||||||||||||||||
| Total expense, net | $ | 2,246 | $ | 10,217 | $ | 47,180 | ||||||||||||||
(1)Consists of interest expense from interest rate swap contracts.
(2)Consists of net realized and unrealized gains and losses on foreign currency forward contracts, gains and losses on de-designated interest rate swaps. For the year ended December 31, 2020, Other (income) expense, net included $10.3 million expense on interest rate swap contracts due to forecasted interest payments no longer being probable as a result of the payment under the then outstanding 2016 Credit Agreement term loan and revolving credit facility on June 30, 2020.
.
Note 14 — Fair Value Disclosures
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The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities.
The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are recorded gross in the Consolidated Balance Sheets.
FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. Generally, the Company does not utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company when certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. Additionally, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 1 — Business and Significant Accounting Policies. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.
The table below presents the fair value of certain financial assets and liabilities that are recorded at fair value and measured on a recurring basis in the Company’s Consolidated Balance Sheets (in thousands).
| December 31, | ||||||||||||||
| Description | 2022 | 2021 | ||||||||||||
| Assets: | ||||||||||||||
| Values based on Level 1 inputs: | ||||||||||||||
| Deferred compensation plan assets (1) | $ | 6,065 | $ | 7,428 | ||||||||||
| Total Level 1 inputs | 6,065 | 7,428 | ||||||||||||
| Values based on Level 2 inputs: | ||||||||||||||
| Deferred compensation plan assets (1) | 84,318 | 96,627 | ||||||||||||
| Foreign currency forward contracts (2) | 3,236 | 1,122 | ||||||||||||
| Interest rate swap contract (3) | 10,298 | — | ||||||||||||
| Total Level 2 inputs | 97,852 | 97,749 | ||||||||||||
| Total Assets | $ | 103,917 | $ | 105,177 | ||||||||||
| Liabilities: | ||||||||||||||
| Values based on Level 2 inputs: | ||||||||||||||
| Deferred compensation plan liabilities (1) | $ | 96,641 | $ | 110,861 | ||||||||||
| Foreign currency forward contracts (2) | 2,611 | 1,213 | ||||||||||||
| Interest rate swap contracts (3) | — | 53,737 | ||||||||||||
| Total Level 2 inputs | 99,252 | 165,811 | ||||||||||||
| Total Liabilities | $ | 99,252 | $ | 165,811 | ||||||||||
(1)The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees (see Note 15 — Employee Benefits). The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts. The money market funds consist of cash equivalents while the mutual fund investments consist of publicly-traded and quoted equity shares. The Company considers the fair values of these assets to be based on Level 1 inputs, and such assets had fair values of $6.1 million and $7.4 million as of December 31, 2022 and 2021, respectively. The carrying amounts of the life insurance contracts equal their cash surrender values. Cash
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surrender value represents the estimated amount that the Company would receive upon termination of a contract, which approximates fair value. The Company considers life insurance contracts to be valued based on Level 2 inputs, and such assets had fair values of $84.3 million and $96.6 million at December 31, 2022 and 2021, respectively. The related deferred compensation plan liabilities are recorded at fair value, or the estimated amount needed to settle the liability, which the Company considers to be a Level 2 input.
(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 13 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.
(3)The Company has interest rate swap contracts that hedge the risk of variability from interest payments on its borrowings (see Note 6 — Debt). The fair values of interest rate swaps are based on mark-to-market valuations prepared by a third-party broker. Those valuations are based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.
The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in the Company’s Consolidated Balance Sheets (in thousands). The estimated fair value of the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.
| Carrying Amount | Fair Value | |||||||||||||||||||||||||
| December 31, | December 31, | |||||||||||||||||||||||||
| Description | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
| 2028 Notes | $ | 792,934 | $ | 791,833 | $ | 740,864 | $ | 836,632 | ||||||||||||||||||
| 2029 Notes | 593,951 | 593,139 | 523,842 | 608,346 | ||||||||||||||||||||||
| 2030 Notes | 792,324 | 791,491 | 688,856 | 816,208 | ||||||||||||||||||||||
| Total | $ | 2,179,209 | $ | 2,176,463 | $ | 1,953,562 | $ | 2,261,186 | ||||||||||||||||||
Assets Measured at Fair Value on a Nonrecurring Basis
The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. During the years ended December 31, 2022 and December 31, 2021, the Company recorded impairment charges of $54.0 million and $49.5 million, respectively, on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used, net of a reduction in the related lease liabilities. The impairment was derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs. See Note 7 — Leases for additional discussion related to these impairment charges. There were no impairment charges recognized during the year ended December 31, 2020.
Additionally, see Note 2 — Acquisitions and Divestiture for fair value measurements of certain assets and liabilities acquired in business combinations that are recorded at fair value on a nonrecurring basis.
Note 15 — Employee Benefits
Defined contribution plans. The Company has savings and investment plans (the “401(k) Plans”) covering substantially all U.S. employees. Company contributions are based on the level of employee contributions, up to a maximum of 4% of an employee’s eligible salary, subject to an annual maximum. For 2022, the maximum Company match was $7,200. Amounts expensed in connection with the 401(k) Plans totaled $50.4 million, $44.1 million and $43.9 million in 2022, 2021 and 2020, respectively.
Deferred compensation plans. The Company has supplemental deferred compensation plans for the benefit of certain highly compensated officers, managers and other key employees. The plans’ investment assets are recorded at fair value in Other assets on the Consolidated Balance Sheets. The value of those assets was $90.4 million and $104.1 million at December 31, 2022 and 2021, respectively (see Note 14 — Fair Value Disclosures for fair value information). The related deferred compensation plan liabilities, which were $96.6 million and $110.9 million at December 31, 2022 and 2021, respectively, are carried at fair value and are adjusted with a corresponding charge or credit to compensation expense to reflect the fair value of the amount owed to the employees. Deferred compensation plan liabilities are recorded in Other liabilities on the Consolidated
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Balance Sheets. Compensation expense recognized for all of the Company’s deferred compensation plans was $0.4 million, $1.3 million and $1.9 million in 2022, 2021 and 2020, respectively.
Defined benefit pension plans. The Company has defined benefit pension plans at several of its international locations. Benefits earned and paid under those plans are generally based on years of service and level of employee compensation. The Company’s vested benefit obligation is the actuarial present value of the vested benefits to which an employee is entitled based on the employee’s expected date of separation or retirement. The Company’s defined benefit pension plans are accounted for in accordance with FASB ASC Topics 715 and 960. The table below presents the components of the Company’s defined benefit pension plan expense for the years ended December 31 (in thousands). The components of pension expense, other than service cost, are recorded in Other income (expense), net in the Consolidated Statements of Operations.
| 2022 | 2021 | 2020 | |||||||||||||||
| Service cost | $ | 4,173 | $ | 4,511 | $ | 4,421 | |||||||||||
| Interest cost | |||||||||||||||||
| Expected return on plan assets | |||||||||||||||||
| Recognition of actuarial loss | |||||||||||||||||
| Recognition of loss due to settlements | |||||||||||||||||
| Other | |||||||||||||||||
| Total defined benefit pension plan expense | $ | 5,188 | $ | 5,628 | $ | 5,120 | |||||||||||
The table below presents the key assumptions used in the computation of pension expense for the years ended December 31.
| 2022 | 2021 | 2020 | |||||||||||||||
| Weighted average discount rate (1) | 1.24 | % | 0.94 | % | 1.28 | % | |||||||||||
| Expected return on plan assets | 1.58 | % | 1.19 | % | 2.04 | % | |||||||||||
| Average compensation increase | 2.57 | % | 2.58 | % | 2.58 | % | |||||||||||
| Cash balance interest credit rate | 1.20 | % | 0.80 | % | 1.20 | % | |||||||||||
(1)Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant country with a duration consistent with the expected term of the underlying pension obligations.
The table below provides information regarding changes in the projected benefit obligation of the Company’s defined benefit pension plans for the years ended December 31 (in thousands).
| 2022 | 2021 | 2020 | |||||||||||||||
| Projected benefit obligation at beginning of year | $ | 57,973 | $ | 62,297 | $ | 52,503 | |||||||||||
| Service cost | 4,173 | 4,511 | 4,421 | ||||||||||||||
| Interest cost | 709 | 605 | 718 | ||||||||||||||
| Actuarial (gain) loss due to assumption changes and plan experience (1) | (7,318) | (2,230) | 1,516 | ||||||||||||||
| Benefits payments (2) | (1,225) | (1,198) | (1,438) | ||||||||||||||
| Plan amendments | — | 269 | — | ||||||||||||||
| Settlements | — | (1,606) | — | ||||||||||||||
| Other | 5,685 | — | — | ||||||||||||||
| Foreign currency impact | (4,686) | (4,675) | 4,577 | ||||||||||||||
| Projected benefit obligation at end of year (3) | $ | 55,311 | $ | 57,973 | $ | 62,297 | |||||||||||
The table below presents the key assumptions used in determining the projected benefit obligations at December 31.
| 2022 | 2021 | 2020 | |||||||||||||||
| Weighted average discount rate (4) | 3.67 | % | 1.24 | % | 0.94 | % | |||||||||||
| Average compensation increase | 3.37 | % | 2.57 | % | 2.58 | % | |||||||||||
| Cash balance interest credit rate | 3.60 | % | 1.20 | % | 0.80 | % | |||||||||||
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(1)The actuarial (gain) losses were primarily due to changes in the weighted average discount rate assumption.
(2)The Company projects benefit payments will be made in future years directly to plan participants as follows: $2.4 million in 2023; $2.6 million in 2024; $3.0 million in 2025; $3.3 million in 2026; $3.9 million in 2027; and $25.5 million in total in the five years thereafter.
(3)Measured as of December 31.
(4)Discount rates are typically determined by using the yields on long-term corporate or government bonds in the relevant country with a duration consistent with the expected term of the underlying pension obligations.
The tables below provide information regarding the funded status of the Company’s defined benefit pension plans and the related amounts recorded in the Consolidated Balance Sheets as of December 31 (in thousands).
| Funded status of the plans | 2022 | 2021 | 2020 | ||||||||||||||
| Projected benefit obligation | $ | 55,311 | $ | 57,973 | $ | 62,297 | |||||||||||
| Pension plan assets at fair value (1) | (27,798) | (29,737) | (28,636) | ||||||||||||||
| Funded status – shortfall (2) | $ | 27,513 | $ | 28,236 | $ | 33,661 | |||||||||||
| Accumulated benefit obligation | $ | 50,335 | $ | 54,701 | $ | 58,963 | |||||||||||
| Amounts recorded in the Consolidated Balance Sheets for the plans | |||||||||||||||||
| Other liabilities – accrued pension obligation (2) | $ | 27,513 | $ | 28,236 | $ | 33,661 | |||||||||||
| Stockholders’ equity – deferred actuarial loss (3) | $ | (4,247) | $ | (6,672) | $ | (9,309) | |||||||||||
(1)The pension plan assets are held by third-party trustees and are invested in a diversified portfolio of equities, high-quality government and corporate bonds, and other investments. The assets are primarily valued based on Level 1 and Level 2 inputs under the fair value hierarchy in FASB ASC Topic 820, with the majority of the invested assets considered to be of low-to-medium investment risk. The Company projects a future long-term rate of return on these plan assets of 3.90%, which it believes is reasonable based on the composition of the assets and both current and projected market conditions. Additional information regarding pension plan asset activity is provided below.
(2)Funded status – shortfall represents the amount of the projected benefit obligation that the Company has not funded with a third-party trustee. These liabilities of the Company are recorded in Other liabilities on the Consolidated Balance Sheets. The level of future contributions by the Company will vary and is dependent on a number of factors including investment returns, interest rate fluctuations, plan demographics, funding regulations and the results of the final actuarial valuation.
(3)The deferred actuarial loss as of December 31, 2022 is recorded in AOCI/L and will be reclassified out of AOCI/L and recognized as pension expense over approximately 12 years, subject to certain limitations set forth in FASB ASC Topic 715.
The table below provides a rollforward of the Company’s defined benefit pension plans assets for the years ended December 31 (in thousands).
| 2022 | 2021 | 2020 | |||||||||||||||
| Pension plan assets at the beginning of the year | $ | 29,737 | $ | 28,636 | $ | 23,444 | |||||||||||
| Company contributions | 4,450 | 4,865 | 3,924 | ||||||||||||||
| Benefit payments | (1,225) | (1,198) | (1,438) | ||||||||||||||
| Actual return on plan assets | (3,072) | 1,066 | 684 | ||||||||||||||
| Settlements | — | (1,606) | — | ||||||||||||||
| Foreign currency impact | (2,092) | (2,026) | 2,022 | ||||||||||||||
| Pension plan assets at the end of the year | $ | 27,798 | $ | 29,737 | $ | 28,636 | |||||||||||
The Company also has a reinsurance asset arrangement with a large international insurance company that is intended to fund benefit payments for one of its plans. The reinsurance asset is not a pension plan asset but is an asset of the Company. At December 31, 2022 and 2021, the reinsurance asset was recorded at its cash surrender value of $9.1 million and $9.5 million, respectively, and recorded in Other assets on the Consolidated Balance Sheets. The Company believes that cash surrender value approximates fair value and is equivalent to a Level 2 input under the FASB’s fair value hierarchy in FASB ASC Topic 820.
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Note 16 — Segment Information
The Company’s products and services are delivered through three segments – Research, Conferences and Consulting, as described below.
•Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by a combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.
•Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.
•Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.
The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the table below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, and Acquisition and integration charges. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate tangible assets, including capital expenditures, by reportable segment. Accordingly, tangible assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.
The Company earns revenue from clients in many countries. Other than the United States, there is no individual country where revenues from external clients represent 10% or more of the Company’s consolidated revenues. Additionally, no single client accounted for 10% or more of the Company’s consolidated revenues and the loss of a single client, in management’s opinion, would not have a material adverse effect on revenues.
The tables below present information about the Company’s reportable segments for the years ended December 31 (in thousands).
| Research | Conferences | Consulting | Consolidated | ||||||||||||||||||||
| 2022 | |||||||||||||||||||||||
| Revenues | $ | 4,604,791 | $ | 389,273 | $ | 481,782 | $ | 5,475,846 | |||||||||||||||
| Gross contribution | 3,414,574 | 210,726 | 189,834 | 3,815,134 | |||||||||||||||||||
| Corporate and other expenses | (2,715,028) | ||||||||||||||||||||||
| Operating income | $ | 1,100,106 | |||||||||||||||||||||
2021 | |||||||||||||||||||||||
| Revenues | $ | 4,101,392 | $ | 214,449 | $ | 418,121 | $ | 4,733,962 | |||||||||||||||
| Gross contribution | 3,036,925 | 133,748 | 158,843 | 3,329,516 | |||||||||||||||||||
| Corporate and other expenses | (2,413,765) | ||||||||||||||||||||||
| Operating income | $ | 915,751 | |||||||||||||||||||||
| 2020 | |||||||||||||||||||||||
| Revenues | $ | 3,602,892 | $ | 120,140 | $ | 376,371 | $ | 4,099,403 | |||||||||||||||
| Gross contribution | 2,597,852 | 57,302 | 115,744 | 2,770,898 | |||||||||||||||||||
| Corporate and other expenses | (2,280,748) | ||||||||||||||||||||||
| Operating income | $ | 490,150 | |||||||||||||||||||||
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The table below provides a reconciliation of total segment gross contribution to net income for the years ended December 31 (in thousands).
| 2022 | 2021 | 2020 | ||||||||||||||||||
| Total segment gross contribution | $ | 3,815,134 | $ | 3,329,516 | $ | 2,770,898 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Cost of services and product development - unallocated (1) | 33,059 | 39,647 | 16,519 | |||||||||||||||||
| Selling, general and administrative | 2,480,944 | 2,155,658 | 2,038,963 | |||||||||||||||||
| Depreciation and amortization | 191,946 | 212,405 | 218,984 | |||||||||||||||||
| Acquisition and integration charges | 9,079 | 6,055 | 6,282 | |||||||||||||||||
| Operating income | 1,100,106 | 915,751 | 490,150 | |||||||||||||||||
| Interest expense and other, net | (72,911) | (98,191) | (119,203) | |||||||||||||||||
| Gain on event cancellation insurance claims | — | 152,310 | — | |||||||||||||||||
| Loss on extinguishment of debt | — | — | (44,814) | |||||||||||||||||
| Less: Provision for income taxes | 219,396 | 176,310 | 59,388 | |||||||||||||||||
| Net income | $ | 807,799 | $ | 793,560 | $ | 266,745 | ||||||||||||||
(1)The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100% of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate.
Disaggregated revenue information by reportable segment for the three years ended December 31, 2022 is presented in Note 9 — Revenue and Related Matters. Long-lived asset information by geographic location as of December 31 is summarized in the table below (in thousands).
| 2022 | 2021 | ||||||||||
| Long-lived assets (1): | |||||||||||
| United States and Canada | $ | 622,993 | $ | 706,854 | |||||||
| Europe, Middle East and Africa | 252,573 | 298,083 | |||||||||
| Other International | 123,138 | 125,572 | |||||||||
| Total long-lived assets | $ | 998,704 | $ | 1,130,509 | |||||||
(1)Excludes goodwill and intangible assets for all dates.
Note 17 — Contingencies
Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. The Company records a provision for pending litigation in its consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.
Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of December 31, 2022, the Company did not have any material payment obligations under any such indemnification agreements.
Note 18 — Valuation and Qualifying Accounts
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The Company maintains an allowance for bad debt. The table below summarizes the activity in the Company’s allowance for losses for the years ended December 31 (in thousands).
| Balance at Beginning of Year | Additions Charged to Expense | Deductions from the Reserve | Balance at End of Year | ||||||||||||||||||||
| 2022 | $ | 6,500 | $ | 7,800 | $ | (5,300) | $ | 9,000 | |||||||||||||||
| 2021 | $ | 10,000 | $ | 2,800 | $ | (6,300) | $ | 6,500 | |||||||||||||||
| 2020 | $ | 8,000 | $ | 16,000 | $ | (14,000) | $ | 10,000 | |||||||||||||||
Note 19 — Subsequent Event
On February 2, 2023, the Company's Board of Directors authorized incremental share repurchases of up to an additional $400.0 million of Gartner's common stock. This authorization is in addition to the previously authorized repurchases of up to $3.8 billion, which as of the end of January 2023 had approximately $606.0 million remaining.
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gartner, Inc. | |||||||||||
| Date: | February 16, 2023 | By: | /s/ Eugene A. Hall | ||||||||
| Eugene A. Hall | |||||||||||
| Chief Executive Officer | |||||||||||
POWER OF ATTORNEY
Each person whose signature appears below appoints Eugene A. Hall and Craig W. Safian and each of them, acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in all capacities, to sign all amendments to this Report on Form 10-K, and to file the same, with appropriate exhibits and other related documents, with the Securities and Exchange Commission. Each of the undersigned ratifies and confirms his or her signatures as they may be signed by his or her attorney-in-fact to any amendments to this report. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Name | Title | Date | ||||||||||||
| /s/ Eugene A. Hall | Director and Chief Executive Officer | February 16, 2023 | ||||||||||||
| Eugene A. Hall | (Principal Executive Officer) | |||||||||||||
| /s/ Craig W. Safian | Executive Vice President and Chief Financial Officer | February 16, 2023 | ||||||||||||
| Craig W. Safian | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Peter E. Bisson | Director | February 16, 2023 | ||||||||||||
| Peter E. Bisson | ||||||||||||||
| /s/ Richard J. Bressler | Director | February 16, 2023 | ||||||||||||
| Richard J. Bressler | ||||||||||||||
| /s/ Raul E. Cesan | Director | February 16, 2023 | ||||||||||||
| Raul E. Cesan | ||||||||||||||
| /s/ Karen E. Dykstra | Director | February 16, 2023 | ||||||||||||
| Karen E. Dykstra | ||||||||||||||
| /s/ Diana S. Ferguson | Director | February 16, 2023 | ||||||||||||
| Diana S. Ferguson | ||||||||||||||
| /s/ Anne Sutherland Fuchs | Director | February 16, 2023 | ||||||||||||
| Anne Sutherland Fuchs | ||||||||||||||
| /s/ William O. Grabe | Director | February 16, 2023 | ||||||||||||
| William O. Grabe | ||||||||||||||
| /s/ Stephen G. Pagliuca | Director | February 16, 2023 | ||||||||||||
| Stephen G. Pagliuca | ||||||||||||||
| /s/ Eileen M. Serra | Director | February 16, 2023 | ||||||||||||
| Eileen M. Serra | ||||||||||||||
| /s/ James C. Smith | Director | February 16, 2023 | ||||||||||||
| James C. Smith | ||||||||||||||
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