Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-14443 | |
Entity Registrant Name | Gartner, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3099750 | |
Entity Address, Address Line One | P.O. Box 10212 | |
Entity Address, Address Line Two | 56 Top Gallant Road | |
Entity Address, City or Town | Stamford, | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902-7700 | |
City Area Code | 203 | |
Local Phone Number | 964-0096 | |
Title of 12(b) Security | Common Stock, $.0005 par value per share | |
Trading Symbol | IT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 79,042,049 | |
Entity Central Index Key | 0000749251 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 893,512 | $ 697,999 |
Fees receivable, net of allowances of $8,000 and $9,000, respectively | 1,523,441 | 1,556,786 |
Deferred commissions | 343,716 | 363,079 |
Prepaid expenses and other current assets | 142,650 | 119,207 |
Assets held-for-sale | 0 | 49,036 |
Total current assets | 2,903,319 | 2,786,107 |
Property, equipment and leasehold improvements, net | 256,863 | 264,581 |
Operating lease right-of-use assets | 415,074 | 436,592 |
Goodwill | 2,929,941 | 2,930,211 |
Intangible assets, net | 564,138 | 584,714 |
Other assets | 309,597 | 297,531 |
Total Assets | 7,378,932 | 7,299,736 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 838,784 | 1,115,198 |
Deferred revenues | 2,607,072 | 2,443,762 |
Current portion of long-term debt | 8,400 | 7,800 |
Liabilities held-for-sale | 0 | 30,840 |
Total current liabilities | 3,454,256 | 3,597,600 |
Long-term debt, net of deferred financing fees | 2,452,369 | 2,453,607 |
Operating lease liabilities | 575,963 | 597,267 |
Other liabilities | 423,486 | 423,464 |
Total Liabilities | 6,906,074 | 7,071,938 |
Stockholders’ Equity | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.0005 par value, 250,000,000 shares authorized; 163,602,067 shares issued for both periods | 82 | 82 |
Additional paid-in capital | 2,222,511 | 2,179,604 |
Accumulated other comprehensive loss, net | (95,910) | (101,610) |
Accumulated earnings | 4,152,609 | 3,856,826 |
Treasury stock, at cost, 84,109,645 and 84,428,513 common shares, respectively | (5,806,434) | (5,707,104) |
Total Stockholders’ Equity | 472,858 | 227,798 |
Total Liabilities and Stockholders’ Equity | $ 7,378,932 | $ 7,299,736 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Fees receivable, allowance | $ 8,000 | $ 9,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 163,602,067 | 163,602,067 |
Treasury stock, common shares (in shares) | 84,109,645 | 84,428,513 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 1,408,869 | $ 1,262,740 |
Costs and expenses: | ||
Cost of services and product development | 435,139 | 377,033 |
Selling, general and administrative | 657,090 | 617,904 |
Depreciation | 23,896 | 23,201 |
Amortization of intangibles | 22,735 | 25,148 |
Acquisition and integration charges | 1,368 | 2,207 |
Gain from sale of divested operation | (139,316) | 0 |
Total costs and expenses | 1,000,912 | 1,045,493 |
Operating income | 407,957 | 217,247 |
Interest expense, net | (27,391) | (31,394) |
Gain on event cancellation insurance claims | 3,077 | 0 |
Other (expense) income, net | (2,366) | 29,206 |
Income before income taxes | 381,277 | 215,059 |
Provision for income taxes | 85,494 | 42,544 |
Net income | $ 295,783 | $ 172,515 |
Net income per share: | ||
Basic (in dollars per share) | $ 3.72 | $ 2.10 |
Diluted (in dollars per share) | $ 3.68 | $ 2.08 |
Weighted average shares outstanding: | ||
Basic (in shares) | 79,452 | 82,020 |
Diluted (in shares) | 80,282 | 82,973 |
Research | ||
Revenues: | ||
Total revenues | $ 1,217,191 | $ 1,136,380 |
Conferences | ||
Revenues: | ||
Total revenues | 64,642 | 10,354 |
Consulting | ||
Revenues: | ||
Total revenues | $ 127,036 | $ 116,006 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 295,783 | $ 172,515 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | 1,832 | (6,798) |
Interest rate swaps – net change in deferred gain or loss | 3,834 | 5,370 |
Pension plans – net change in deferred actuarial loss | 34 | 48 |
Other comprehensive income (loss), net of tax | 5,700 | (1,380) |
Comprehensive income | $ 301,483 | $ 171,135 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss, Net | Accumulated Earnings | Treasury Stock |
Beginning balance at Dec. 31, 2021 | $ 371,058 | $ 82 | $ 2,074,896 | $ (81,431) | $ 3,049,027 | $ (4,671,516) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 172,515 | 172,515 | ||||
Other comprehensive income (loss), net | (1,380) | (1,380) | ||||
Issuances under stock plans | 6,964 | 579 | 6,385 | |||
Common share repurchases | (463,125) | (463,125) | ||||
Stock-based compensation expense | 32,121 | 32,121 | ||||
Ending balance at Mar. 31, 2022 | 118,153 | 82 | 2,107,596 | (82,811) | 3,221,542 | (5,128,256) |
Beginning balance at Dec. 31, 2022 | 227,798 | 82 | 2,179,604 | (101,610) | 3,856,826 | (5,707,104) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 295,783 | 295,783 | ||||
Other comprehensive income (loss), net | 5,700 | 5,700 | ||||
Issuances under stock plans | 7,379 | (2,141) | 9,520 | |||
Common share repurchases | (108,850) | (108,850) | ||||
Stock-based compensation expense | 45,048 | 45,048 | ||||
Ending balance at Mar. 31, 2023 | $ 472,858 | $ 82 | $ 2,222,511 | $ (95,910) | $ 4,152,609 | $ (5,806,434) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net income | $ 295,783 | $ 172,515 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 46,631 | 48,349 |
Stock-based compensation expense | 45,048 | 32,121 |
Deferred taxes | (7,866) | (7,502) |
Gain from sale of divested operation | (139,316) | 0 |
Loss on impairment of lease related assets | 8,720 | 23,878 |
Reduction in the carrying amount of operating lease right-of-use assets | 17,644 | 17,951 |
Amortization and write-off of deferred financing fees | 1,161 | 1,133 |
Loss (gain) on de-designated swaps | 1,393 | (29,896) |
Changes in assets and liabilities, net of acquisitions and divestitures: | ||
Fees receivable, net | 36,177 | 30,700 |
Deferred commissions | 19,635 | 18,909 |
Prepaid expenses and other current assets | (18,370) | (13,596) |
Other assets | (14,799) | (1,082) |
Deferred revenues | 155,153 | 195,306 |
Accounts payable and accrued and other liabilities | (282,315) | (321,001) |
Cash provided by operating activities | 164,679 | 167,785 |
Investing activities: | ||
Additions to property, equipment and leasehold improvements | (21,122) | (17,293) |
Proceeds from sale of divested operation | 158,733 | 0 |
Cash provided by (used in) investing activities | 137,611 | (17,293) |
Financing activities: | ||
Proceeds from employee stock purchase plan | 7,358 | 6,949 |
Payments on borrowings | (1,800) | (1,331) |
Purchases of treasury stock | (106,850) | (451,070) |
Cash used in financing activities | (101,292) | (445,452) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 200,998 | (294,960) |
Effects of exchange rates on cash and cash equivalents | (5,485) | (5,358) |
Cash and cash equivalents and restricted cash, beginning of period | 698,599 | 760,602 |
Cash and cash equivalents and restricted cash, end of period | $ 894,112 | $ 460,284 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight to executives and their teams. Our expert guidance and tools enable faster, smarter decisions and stronger performance on an organization’s mission-critical priorities. Segments . Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues and other financial information for the Company’s segments are discussed in Note 7 — Segment Information. Basis of presentation . The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2022. The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three months ended March 31, 2023 may not be indicative of the results of operations for the remainder of 2023 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries. Principles of consolidation . The accompanying interim Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Use of estimates . The preparation of the accompanying interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in these interim Condensed Consolidated Financial Statements to be reasonable. Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between estimates and actual results could be material and would be reflected in the Company’s consolidated financial statements in future periods. Cash and cash equivalents and restricted cash. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands). March 31, December 31, 2023 2022 Cash and cash equivalents $ 893,512 $ 697,999 Restricted cash classified in (1): Other assets 600 600 Cash and cash equivalents and restricted cash $ 894,112 $ 698,599 (1) Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. The Company will disburse the restricted cash to the sellers of the business upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.). Revenue recognition. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Revenue is only recognized when all of the required criteria for revenue recognition have been met. The accompanying Condensed Consolidated Statements of Operations present revenue net of any sales or value-added taxes that we collect from customers and remit to government authorities. ASC Topic 270 requires certain disclosures in interim financial statements around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Note 4 — Revenue and Related Matters provides additional information regarding the Company’s revenues. Gain on event cancellation insurance claims. In February 2023, the Company received $3.1 million of proceeds related to 2020 event cancellation insurance claims. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable. Adoption of new accounting standard. The Company adopted the accounting standard described below during the three months ended March 31, 2023. Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024. During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, any amendments are treated as a continuation of the existing agreements and no gain or loss on the modification is recorded. |
Acquisition and Divestiture
Acquisition and Divestiture | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestiture | Acquisition and Divestiture Acquisition In October 2022, the Company acquired 100% of the outstanding capital stock of UpCity, Inc. (“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $6.4 million. UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers. Divestiture |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then a quantitative impairment test is performed. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the estimates are subject to uncertainty. The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2022 that indicated no impairment. Subsequent to completing the 2022 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test. The table below presents changes to the carrying amount of goodwill by segment during the three months ended March 31, 2023 (in thousands). Research Conferences Consulting Total Balance at December 31, 2022 (1) $ 2,651,193 $ 183,951 $ 95,067 $ 2,930,211 Foreign currency translation impact (390) 1 119 (270) Balance at March 31, 2023 (1) $ 2,650,803 $ 183,952 $ 95,186 $ 2,929,941 (1) The Company does not have any accumulated goodwill impairment losses. Finite-Lived Intangible Assets The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands). March 31, 2023 Customer Technology-related Other Total Gross cost at December 31, 2022 $ 1,060,541 $ 11,200 $ 10,436 $ 1,082,177 Foreign currency translation impact 3,931 — — 3,931 Gross cost 1,064,472 11,200 10,436 1,086,108 Accumulated amortization (1) (509,583) (6,533) (5,854) (521,970) Balance at March 31, 2023 $ 554,889 $ 4,667 $ 4,582 $ 564,138 December 31, 2022 Customer Technology-related Other Total Gross cost $ 1,060,541 11,200 $ 10,436 $ 1,082,177 Accumulated amortization (1) (486,260) (5,600) (5,603) (497,463) Balance at December 31, 2022 $ 574,281 $ 5,600 $ 4,833 $ 584,714 (1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 years; and Other—4 to 11 years. Amortization expense related to finite-lived intangible assets was $22.7 million and $25.1 million during the three months ended March 31, 2023 and 2022, respectively. The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands). 2023 (remaining nine months) $ 68,301 2024 89,160 2025 80,493 2026 77,818 2027 77,210 Thereafter 171,156 $ 564,138 |
Revenue and Related Matters
Revenue and Related Matters | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Related Matters | Revenue and Related Matters Disaggregated Revenue — The Company’s disaggregated revenue by reportable segment is presented in the tables below for the periods indicated (in thousands). By Primary Geographic Market (1) Three Months Ended March 31, 2023 Primary Geographic Market Research Conferences Consulting Total United States and Canada $ 809,399 $ 48,775 $ 76,975 $ 935,149 Europe, Middle East and Africa 268,657 9,207 32,938 310,802 Other International 139,135 6,660 17,123 162,918 Total revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Three Months Ended March 31, 2022 Primary Geographic Market Research Conferences Consulting Total United States and Canada $ 740,529 $ 7,652 $ 68,789 $ 816,970 Europe, Middle East and Africa 263,129 1,238 32,444 296,811 Other International 132,722 1,464 14,773 148,959 Total revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 (1) Revenue is reported based on where the sale is fulfilled. The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate the Company’s revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments. By Timing of Revenue Recognition Three Months Ended March 31, 2023 Timing of Revenue Recognition Research Conferences Consulting Total Transferred over time (1) $ 1,109,796 $ — $ 97,006 $ 1,206,802 Transferred at a point in time (2) 107,395 64,642 30,030 202,067 Total revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Three Months Ended March 31, 2022 Timing of Revenue Recognition Research Conferences Consulting Total Transferred over time (1) $ 1,025,810 $ — $ 96,436 $ 1,122,246 Transferred at a point in time (2) 110,570 10,354 19,570 140,494 Total revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 (1) Research revenues are recognized in connection with performance obligations that are satisfied over time using a time-elapsed output method to measure progress. Consulting revenues are recognized over time using labor hours as an input measurement basis. (2) The revenues in this category are recognized in connection with performance obligations that are satisfied at the point in time that the contractual deliverables are provided to the customer. Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of March 31, 2023 was approximately $5.3 billion. The Company expects to recognize $2.4 billion, $2.1 billion and $0.8 billion of this revenue (most of which pertains to Research) during the remainder of 2023, the year ending December 31, 2024 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts. Customer Contract Assets and Liabilities — The timing of the recognition of revenue and the amount and timing of the Company’s billings and cash collections, including upfront customer payments, result in the recognition of both assets and liabilities on the Company’s Condensed Consolidated Balance Sheets. The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands). March 31, December 31, 2023 2022 Assets: Fees receivable, gross (1) $ 1,531,441 $ 1,565,786 Contract assets recorded in Prepaid expenses and other current assets (2) $ 24,350 $ 21,183 Contract liabilities: Deferred revenues (current liability) (3) $ 2,607,072 $ 2,443,762 Non-current deferred revenues recorded in Other liabilities (3) 32,272 39,115 Total contract liabilities $ 2,639,344 $ 2,482,877 (1) Fees receivable represent an unconditional right to payment from the Company’s customers and include both billed and unbilled amounts. (2) Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restrictions. (3) Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s). |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | Computation of Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive. The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data). Three Months Ended March 31, 2023 2022 Numerator: Net income used for calculating basic and diluted income per share $ 295,783 $ 172,515 Denominator: Weighted average common shares used in the calculation of basic income per share 79,452 82,020 Dilutive effect of outstanding awards associated with stock-based compensation plans (1) 830 953 Shares used in the calculation of diluted income per share 80,282 82,973 Basic income per share $ 3.72 $ 2.10 Diluted income per share $ 3.68 $ 2.08 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of March 31, 2023, the Company had 1.9 million shares of its common stock, par value $0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under its current Long-Term Incentive Plan as amended and restated in January 2019 (the “Plan”). The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions). Three Months Ended March 31, Award type 2023 2022 Stock appreciation rights $ 2.5 $ 1.9 Restricted stock units 42.2 30.0 Common stock equivalents 0.3 0.2 Total (1) $ 45.0 $ 32.1 Three Months Ended March 31, Expense category line item 2023 2022 Cost of services and product development $ 18.3 $ 11.5 Selling, general and administrative 26.7 20.6 Total (1) $ 45.0 $ 32.1 (1) Includes costs of $26.8 million and $19.2 million during the three months ended March 31, 2023 and 2022, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 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 an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities. • Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance. • Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities. The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by the reportable segments are the same as those used by the Company. There are no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources. The tables below present information about the Company’s reportable segments for the periods indicated (in thousands). Three Months Ended March 31, 2023 Research Conferences Consulting Consolidated Revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Gross contribution 899,514 26,788 50,808 977,110 Corporate and other expenses (569,153) Operating income $ 407,957 Three Months Ended March 31, 2022 Research Conferences Consulting Consolidated Revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 Gross contribution 849,379 (2,876) 51,012 897,515 Corporate and other expenses (680,268) Operating income $ 217,247 The table below provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands). Three Months Ended March 31, 2023 2022 Total segment gross contribution $ 977,110 $ 897,515 Costs and expenses: Cost of services and product development - unallocated (1) 3,380 11,808 Selling, general and administrative 657,090 617,904 Depreciation and amortization 46,631 48,349 Acquisition and integration charges 1,368 2,207 Gain from sale of divested operation (139,316) — Operating income 407,957 217,247 Interest expense and other, net (29,757) (2,188) Gain on event cancellation insurance claims 3,077 — Less: Provision for income taxes 85,494 42,544 Net income $ 295,783 $ 172,515 (1) The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100% of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s total outstanding borrowings are summarized in the table below (in thousands). March 31, December 31, Description 2023 2022 2020 Credit Agreement - Term loan facility (1) $ 280,400 $ 282,200 2020 Credit Agreement - Revolving credit facility (1), (2) — — Senior Notes due 2028 (“2028 Notes”) (3) 800,000 800,000 Senior Notes due 2029 (“2029 Notes”) (4) 600,000 600,000 Senior Notes due 2030 (“2030 Notes”) (5) 800,000 800,000 Other (6) 5,000 5,000 Principal amount outstanding (7) 2,485,400 2,487,200 Less: deferred financing fees (8) (24,631) (25,793) Net balance sheet carrying amount $ 2,460,769 $ 2,461,407 (1) The contractual annualized interest rate as of March 31, 2023 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 6.13%, which consisted of a floating Eurodollar base rate of 4.875% plus a margin of 1.250%. However, the Company has an interest rate swap contract that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate. (2) The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of March 31, 2023. (3) Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of 4.50% and mature on July 1, 2028. (4) Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of 3.625% and mature on June 15, 2029. (5) Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of 3.75% and mature on October 1, 2030. (6) Consists of a State of Connecticut economic development loan originated in 2019 with a 10-year maturity and bears interest at a fixed rate of 1.75%. This loan may be repaid at any time by the Company without penalty. (7) The weighted average annual effective rate on the Company’s outstanding debt for the three months ended March 31, 2023, including the effects of its interest rate swaps discussed below, was 5.03%. (8) Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation. 2029 Notes On June 18, 2021, the Company issued $600.0 million aggregate principal amount of 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2029 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029. The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the 2029 Notes in connection with certain equity offerings, or some or all of the 2029 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2029 Note Indenture. 2030 Notes On September 28, 2020, the Company issued $800.0 million aggregate principal amount of 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2030 Notes were issued at an issue price of 100.0% and bear interest at a rate of 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030. The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture. 2028 Notes On June 22, 2020, the Company issued $800.0 million aggregate principal amount of 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture”), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee. The 2028 Notes were issued at an issue price of 100.0% and bear interest at a rate of 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1, 2028. The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture. 2020 Credit Agreement The Company has a credit facility that currently provides for a $400.0 million Term loan facility and a $1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of March 31, 2023. The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid. Interest Rate Swaps As of March 31, 2023, the Company had one fixed-for-floating interest rate swap contract with a notional value of $350.0 million that matures in 2025. The Company pays a base fixed rate of 3.04% and in return receives a floating Eurodollar base rate on 30-day notional borrowings. Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of March 31, 2023, $47.2 million is remaining in Accumulated other comprehensive loss, net. See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of tax effect, at March 31, 2023 and December 31, 2022. See Note 12 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity Share Repurchase Authorization In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, $1.0 billion and $0.4 billion of the Company’s common stock during 2021, 2022, and February 2023, respectively. As of March 31, 2023, $954.5 million remained available under the share repurchase program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The Company’s share repurchase activity is presented in the table below for the periods indicated. Three Months Ended March 31, 2023 2022 Number of shares repurchased (1) 327,680 1,627,709 Cash paid for repurchased shares (in thousands) (2) $ 106,850 $ 451,070 (1) The average purchase price for repurchased shares was $332.18 and $284.53 for the three months ended March 31, 2023 and 2022, respectively. The repurchased shares during the three months ended March 31, 2023 and 2022 included purchases for both open market purchases and stock-based compensation award settlements. (2) The cash paid for repurchased shares during the three months ended March 31, 2023 excluded $2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023. The cash paid for repurchased shares during the three months ended March 31, 2022 excluded $12.1 million of open market purchases with trade dates in March 2022 that settled in April 2022. Accumulated Other Comprehensive Loss, net (“AOCL”) The tables below provide information about the changes in AOCL by component and the related amounts reclassified out of AOCL to income during the periods indicated (net of tax, in thousands) (1). Three Months Ended March 31, 2023 Interest Rate Defined Foreign Total Balance - Balance at December 31, 2022 $ (39,248) $ (4,247) $ (58,115) $ (101,610) Other comprehensive income (loss) activity during the period: Change in AOCL before reclassifications to income — — 1,832 1,832 Reclassifications from AOCL to income (2), (3) 3,834 34 — 3,868 Other comprehensive income (loss), net 3,834 34 1,832 5,700 Balance – March 31, 2023 $ (35,414) $ (4,213) $ (56,283) $ (95,910) Three Months Ended March 31, 2022 Interest Rate Defined Foreign Total Balance – December 31, 2021 $ (56,323) $ (6,672) $ (18,436) $ (81,431) Other comprehensive income (loss) activity during the period: Change in AOCL before reclassifications to income — — (6,798) (6,798) Reclassifications from AOCL to income (2), (3) 5,370 48 — 5,418 Other comprehensive income (loss), net 5,370 48 (6,798) (1,380) Balance – March 31, 2022 $ (50,953) $ (6,624) $ (25,234) $ (82,811) (1) Amounts in parentheses represent debits (deferred losses). (2) $5.1 million and $7.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended March 31, 2023 and 2022, respectively. See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges. (3) The reclassifications related to defined benefit pension plans were recorded in Other (expense) income, net. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes was $85.5 million and $42.5 million for the three months ended March 31, 2023 and 2022, respectively. The effective income tax rate was 22.4% and 19.8% for the three months ended March 31, 2023 and 2022, respectively. The year-over-year increase in the effective income tax rate was primarily due to the sale of the TalentNeuron business. The Company had gross unrecognized tax benefits of $141.0 million on March 31, 2023 and $137.2 million on December 31, 2022. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $12.3 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation. |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and HedgingThe 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). March 31, 2023 Derivative Contract Type Number of Notional Fair Value Balance Unrealized Interest rate swaps (1) 1 $ 350,000 $ 1,681 Other assets $ (35,414) 5,909 Other current assets Foreign currency forwards (2) 38 232,475 (483) Accrued liabilities — Total 39 $ 582,475 $ 7,107 $ (35,414) December 31, 2022 Derivative Contract Type Number of Contracts Notional Fair Value Balance Unrealized Interest rate swaps (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) (1) Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to fair value of the interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 8 — Debt for 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 (expense) income, net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at March 31, 2023 matured before April 30, 2023. (3) See Note 12 — Fair Value Disclosures for the determination of the fair values of these instruments. At March 31, 2023, 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 accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands). Three Months Ended March 31, Amount recorded in: 2023 2022 Interest expense, net (1) $ 5,117 $ 7,166 Other expense (income), net 1,904 (26,900) Total expense (income), net $ 7,021 $ (19,734) (1) Consists of interest expense from interest rate swap contracts. |
Fair Value Disclosures
Fair Value Disclosures | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities. The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are recorded gross in the Company’s Condensed 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 3 — Goodwill and Intangible Assets. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy. The table below presents the fair values of certain financial assets and liabilities that are measured at fair value on a recurring basis in the Company's financial statements (in thousands). Description March 31, December 31, Assets: Values based on Level 1 inputs: Deferred compensation plan assets (1) $ 13,208 $ 6,065 Total Level 1 inputs 13,208 6,065 Values based on Level 2 inputs: Deferred compensation plan assets (1) 89,517 84,318 Foreign currency forward contracts (2) 42 3,236 Interest rate swap contract (3) 7,590 10,298 Total Level 2 inputs 97,149 97,852 Total Assets $ 110,357 $ 103,917 Liabilities: Values based on Level 2 inputs: Deferred compensation plan liabilities (1) $ 108,171 $ 96,641 Foreign currency forward contracts (2) 525 2,611 Total Level 2 inputs 108,696 99,252 Total Liabilities $ 108,696 $ 99,252 (1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees. The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts, which are valued based on Level 1 or Level 2 inputs. 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 11 — 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 an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 8 — Debt). The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker. This valuation 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 Condensed 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 March 31, December 31, March 31, December 31, Description 2023 2022 2023 2022 2028 Notes $ 793,218 $ 792,934 $ 762,480 $ 740,864 2029 Notes 594,158 593,951 539,976 523,842 2030 Notes 792,537 792,324 720,104 688,856 Total $ 2,179,913 $ 2,179,209 $ 2,022,560 $ 1,953,562 Assets and liabilities measured at fair value on a non-recurring basis The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, right-of-use assets and other long-lived assets, are measured at fair value on a nonrecurring basis when there are indicators of impairment. During the three months ended March 31, 2023 and 2022, the Company recorded impairment charges of $8.7 million and $23.9 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. The impairments were 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 14 — Leases for additional discussion related to these impairment charges. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. A provision is recorded for pending litigation in the Company’s 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 March 31, 2023, the Company did not have any material payment obligations under any such indemnification agreements. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2023 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these 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. All of the Company’s leasing and subleasing activity is recognized in Selling, general and administrative expense in the accompanying Condensed 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 periods indicated (dollars in thousands). Three Months Ended March 31, Description: 2023 2022 Operating lease cost (1) $ 28,799 $ 30,364 Lease cost (2) 4,720 4,268 Sublease income (12,641) (10,925) Total lease cost, net (3) (4) $ 20,878 $ 23,707 Cash paid for amounts included in the measurement of operating lease liabilities $ 34,948 $ 34,817 Cash receipts from sublease arrangements $ 12,439 $ 11,164 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,647 $ 6,930 (1) Included in operating lease cost was $10.6 million and $10.5 million for the three months ended March 31, 2023 and 2022, respectively, for costs related to subleasing activities. (2) These amounts are primarily variable lease and nonlease costs that are 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 operating lease costs during any of the periods presented. (4) Amount excludes impairment charges on lease related assets totaling $8.7 million and $23.9 million, for the three months ended March 31, 2023 and 2022, respectively, as discussed below. The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands). March 31, December 31, Description: 2023 2022 Accounts payable and accrued liabilities $ 99,674 $ 99,717 Operating lease liabilities 575,963 597,267 Total operating lease liabilities included in the Condensed Consolidated Balance Sheets $ 675,637 $ 696,984 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 work environment, the Company has been evaluating its existing real estate lease portfolio. 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 impairment losses during the three months ended March 31, 2023 and 2022 of $8.7 million and $23.9 million, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The impairment losses recorded include $6.3 million and $17.7 million related to right-of-use assets and $2.4 million and $6.2 million related to other long-lived assets, primarily leasehold improvements, for the three months ended March 31, 2023 and 2022, respectively. 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 values 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. |
Leases | LeasesThe Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2023 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these 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. All of the Company’s leasing and subleasing activity is recognized in Selling, general and administrative expense in the accompanying Condensed 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 periods indicated (dollars in thousands). Three Months Ended March 31, Description: 2023 2022 Operating lease cost (1) $ 28,799 $ 30,364 Lease cost (2) 4,720 4,268 Sublease income (12,641) (10,925) Total lease cost, net (3) (4) $ 20,878 $ 23,707 Cash paid for amounts included in the measurement of operating lease liabilities $ 34,948 $ 34,817 Cash receipts from sublease arrangements $ 12,439 $ 11,164 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,647 $ 6,930 (1) Included in operating lease cost was $10.6 million and $10.5 million for the three months ended March 31, 2023 and 2022, respectively, for costs related to subleasing activities. (2) These amounts are primarily variable lease and nonlease costs that are 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 operating lease costs during any of the periods presented. (4) Amount excludes impairment charges on lease related assets totaling $8.7 million and $23.9 million, for the three months ended March 31, 2023 and 2022, respectively, as discussed below. The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands). March 31, December 31, Description: 2023 2022 Accounts payable and accrued liabilities $ 99,674 $ 99,717 Operating lease liabilities 575,963 597,267 Total operating lease liabilities included in the Condensed Consolidated Balance Sheets $ 675,637 $ 696,984 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 work environment, the Company has been evaluating its existing real estate lease portfolio. 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 impairment losses during the three months ended March 31, 2023 and 2022 of $8.7 million and $23.9 million, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The impairment losses recorded include $6.3 million and $17.7 million related to right-of-use assets and $2.4 million and $6.2 million related to other long-lived assets, primarily leasehold improvements, for the three months ended March 31, 2023 and 2022, respectively. 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 values 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. |
Business and Basis of Present_2
Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Segments | Segments . Gartner delivers its products and services globally through three business segments: Research, Conferences and Consulting. Revenues and other financial information for the Company’s segments are discussed in Note 7 — Segment Information. |
Basis of presentation | Basis of presentation . The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2022. |
Principles of consolidation | Principles of consolidation . The accompanying interim Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. |
Use of estimates | Use of estimates . The preparation of the accompanying interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in these interim Condensed Consolidated Financial Statements to be reasonable. Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between estimates and actual results could be material and would be reflected in the Company’s consolidated financial statements in future periods. |
Cash and cash equivalents and restricted cash | Cash and cash equivalents and restricted cash. Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands). March 31, December 31, 2023 2022 Cash and cash equivalents $ 893,512 $ 697,999 Restricted cash classified in (1): Other assets 600 600 Cash and cash equivalents and restricted cash $ 894,112 $ 698,599 (1) Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. |
Revenue recognition | Revenue recognition. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers |
Adoption of new accounting standards | Adoption of new accounting standard. The Company adopted the accounting standard described below during the three months ended March 31, 2023. Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and will generally no longer be available to apply after December 31, 2022. ASU No. 2022-06, which was issued in December 2022, extended the deadline to December 31, 2024. During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, any amendments are treated as a continuation of the existing agreements and no gain or loss on the modification is recorded. |
Business and Basis of Present_3
Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands). March 31, December 31, 2023 2022 Cash and cash equivalents $ 893,512 $ 697,999 Restricted cash classified in (1): Other assets 600 600 Cash and cash equivalents and restricted cash $ 894,112 $ 698,599 (1) Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. |
Restrictions on Cash and Cash Equivalents | Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands). March 31, December 31, 2023 2022 Cash and cash equivalents $ 893,512 $ 697,999 Restricted cash classified in (1): Other assets 600 600 Cash and cash equivalents and restricted cash $ 894,112 $ 698,599 (1) Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes to the carrying amount of goodwill by reporting unit | The table below presents changes to the carrying amount of goodwill by segment during the three months ended March 31, 2023 (in thousands). Research Conferences Consulting Total Balance at December 31, 2022 (1) $ 2,651,193 $ 183,951 $ 95,067 $ 2,930,211 Foreign currency translation impact (390) 1 119 (270) Balance at March 31, 2023 (1) $ 2,650,803 $ 183,952 $ 95,186 $ 2,929,941 (1) The Company does not have any accumulated goodwill impairment losses. |
Schedule of amortizable intangible assets | The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands). March 31, 2023 Customer Technology-related Other Total Gross cost at December 31, 2022 $ 1,060,541 $ 11,200 $ 10,436 $ 1,082,177 Foreign currency translation impact 3,931 — — 3,931 Gross cost 1,064,472 11,200 10,436 1,086,108 Accumulated amortization (1) (509,583) (6,533) (5,854) (521,970) Balance at March 31, 2023 $ 554,889 $ 4,667 $ 4,582 $ 564,138 December 31, 2022 Customer Technology-related Other Total Gross cost $ 1,060,541 11,200 $ 10,436 $ 1,082,177 Accumulated amortization (1) (486,260) (5,600) (5,603) (497,463) Balance at December 31, 2022 $ 574,281 $ 5,600 $ 4,833 $ 584,714 (1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships—6 to 13 years; Technology-related—3 years; and Other—4 to 11 years. |
Schedule of estimated future amortization expense by year | The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands). 2023 (remaining nine months) $ 68,301 2024 89,160 2025 80,493 2026 77,818 2027 77,210 Thereafter 171,156 $ 564,138 |
Revenue and Related Matters (Ta
Revenue and Related Matters (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Reportable Segment | Disaggregated Revenue — The Company’s disaggregated revenue by reportable segment is presented in the tables below for the periods indicated (in thousands). By Primary Geographic Market (1) Three Months Ended March 31, 2023 Primary Geographic Market Research Conferences Consulting Total United States and Canada $ 809,399 $ 48,775 $ 76,975 $ 935,149 Europe, Middle East and Africa 268,657 9,207 32,938 310,802 Other International 139,135 6,660 17,123 162,918 Total revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Three Months Ended March 31, 2022 Primary Geographic Market Research Conferences Consulting Total United States and Canada $ 740,529 $ 7,652 $ 68,789 $ 816,970 Europe, Middle East and Africa 263,129 1,238 32,444 296,811 Other International 132,722 1,464 14,773 148,959 Total revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 (1) Revenue is reported based on where the sale is fulfilled. |
Schedule of Disaggregation of Revenue | By Timing of Revenue Recognition Three Months Ended March 31, 2023 Timing of Revenue Recognition Research Conferences Consulting Total Transferred over time (1) $ 1,109,796 $ — $ 97,006 $ 1,206,802 Transferred at a point in time (2) 107,395 64,642 30,030 202,067 Total revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Three Months Ended March 31, 2022 Timing of Revenue Recognition Research Conferences Consulting Total Transferred over time (1) $ 1,025,810 $ — $ 96,436 $ 1,122,246 Transferred at a point in time (2) 110,570 10,354 19,570 140,494 Total revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 (1) Research revenues are recognized in connection with performance obligations that are satisfied over time using a time-elapsed output method to measure progress. Consulting revenues are recognized over time using labor hours as an input measurement basis. (2) The revenues in this category are recognized in connection with performance obligations that are satisfied at the point in time that the contractual deliverables are provided to the customer. |
Schedule for Contract with Customer, Asset and Liability | The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands). March 31, December 31, 2023 2022 Assets: Fees receivable, gross (1) $ 1,531,441 $ 1,565,786 Contract assets recorded in Prepaid expenses and other current assets (2) $ 24,350 $ 21,183 Contract liabilities: Deferred revenues (current liability) (3) $ 2,607,072 $ 2,443,762 Non-current deferred revenues recorded in Other liabilities (3) 32,272 39,115 Total contract liabilities $ 2,639,344 $ 2,482,877 (1) Fees receivable represent an unconditional right to payment from the Company’s customers and include both billed and unbilled amounts. (2) Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restrictions. (3) Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s). |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Basic And Diluted Earnings Per Share Calculations | The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data). Three Months Ended March 31, 2023 2022 Numerator: Net income used for calculating basic and diluted income per share $ 295,783 $ 172,515 Denominator: Weighted average common shares used in the calculation of basic income per share 79,452 82,020 Dilutive effect of outstanding awards associated with stock-based compensation plans (1) 830 953 Shares used in the calculation of diluted income per share 80,282 82,973 Basic income per share $ 3.72 $ 2.10 Diluted income per share $ 3.68 $ 2.08 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock-based compensation expense by award type | The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions). Three Months Ended March 31, Award type 2023 2022 Stock appreciation rights $ 2.5 $ 1.9 Restricted stock units 42.2 30.0 Common stock equivalents 0.3 0.2 Total (1) $ 45.0 $ 32.1 |
Schedule of stock-based compensation expense by expense category | Three Months Ended March 31, Expense category line item 2023 2022 Cost of services and product development $ 18.3 $ 11.5 Selling, general and administrative 26.7 20.6 Total (1) $ 45.0 $ 32.1 (1) Includes costs of $26.8 million and $19.2 million during the three months ended March 31, 2023 and 2022, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | The tables below present information about the Company’s reportable segments for the periods indicated (in thousands). Three Months Ended March 31, 2023 Research Conferences Consulting Consolidated Revenues $ 1,217,191 $ 64,642 $ 127,036 $ 1,408,869 Gross contribution 899,514 26,788 50,808 977,110 Corporate and other expenses (569,153) Operating income $ 407,957 Three Months Ended March 31, 2022 Research Conferences Consulting Consolidated Revenues $ 1,136,380 $ 10,354 $ 116,006 $ 1,262,740 Gross contribution 849,379 (2,876) 51,012 897,515 Corporate and other expenses (680,268) Operating income $ 217,247 |
Schedule of Reconciliation of Segment Gross Contribution to Net Income | The table below provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands). Three Months Ended March 31, 2023 2022 Total segment gross contribution $ 977,110 $ 897,515 Costs and expenses: Cost of services and product development - unallocated (1) 3,380 11,808 Selling, general and administrative 657,090 617,904 Depreciation and amortization 46,631 48,349 Acquisition and integration charges 1,368 2,207 Gain from sale of divested operation (139,316) — Operating income 407,957 217,247 Interest expense and other, net (29,757) (2,188) Gain on event cancellation insurance claims 3,077 — Less: Provision for income taxes 85,494 42,544 Net income $ 295,783 $ 172,515 (1) The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at 100% of a segment employee’s target bonus. Amounts above or below 100% are absorbed by corporate. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s total outstanding borrowings are summarized in the table below (in thousands). March 31, December 31, Description 2023 2022 2020 Credit Agreement - Term loan facility (1) $ 280,400 $ 282,200 2020 Credit Agreement - Revolving credit facility (1), (2) — — Senior Notes due 2028 (“2028 Notes”) (3) 800,000 800,000 Senior Notes due 2029 (“2029 Notes”) (4) 600,000 600,000 Senior Notes due 2030 (“2030 Notes”) (5) 800,000 800,000 Other (6) 5,000 5,000 Principal amount outstanding (7) 2,485,400 2,487,200 Less: deferred financing fees (8) (24,631) (25,793) Net balance sheet carrying amount $ 2,460,769 $ 2,461,407 (1) The contractual annualized interest rate as of March 31, 2023 on the 2020 Credit Agreement Term loan facility and the Revolving credit facility was 6.13%, which consisted of a floating Eurodollar base rate of 4.875% plus a margin of 1.250%. However, the Company has an interest rate swap contract that effectively convert the floating Eurodollar base rates on outstanding amounts to a fixed base rate. (2) The Company had approximately $1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of March 31, 2023. (3) Consists of $800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of 4.50% and mature on July 1, 2028. (4) Consists of $600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of 3.625% and mature on June 15, 2029. (5) Consists of $800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of 3.75% and mature on October 1, 2030. (6) Consists of a State of Connecticut economic development loan originated in 2019 with a 10-year maturity and bears interest at a fixed rate of 1.75%. This loan may be repaid at any time by the Company without penalty. (7) The weighted average annual effective rate on the Company’s outstanding debt for the three months ended March 31, 2023, including the effects of its interest rate swaps discussed below, was 5.03%. (8) Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation. |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of share repurchase activity | The Company’s share repurchase activity is presented in the table below for the periods indicated. Three Months Ended March 31, 2023 2022 Number of shares repurchased (1) 327,680 1,627,709 Cash paid for repurchased shares (in thousands) (2) $ 106,850 $ 451,070 (1) The average purchase price for repurchased shares was $332.18 and $284.53 for the three months ended March 31, 2023 and 2022, respectively. The repurchased shares during the three months ended March 31, 2023 and 2022 included purchases for both open market purchases and stock-based compensation award settlements. |
Schedule of the changes in Accumulated Other Comprehensive Loss by component (net of tax) | The tables below provide information about the changes in AOCL by component and the related amounts reclassified out of AOCL to income during the periods indicated (net of tax, in thousands) (1). Three Months Ended March 31, 2023 Interest Rate Defined Foreign Total Balance - Balance at December 31, 2022 $ (39,248) $ (4,247) $ (58,115) $ (101,610) Other comprehensive income (loss) activity during the period: Change in AOCL before reclassifications to income — — 1,832 1,832 Reclassifications from AOCL to income (2), (3) 3,834 34 — 3,868 Other comprehensive income (loss), net 3,834 34 1,832 5,700 Balance – March 31, 2023 $ (35,414) $ (4,213) $ (56,283) $ (95,910) Three Months Ended March 31, 2022 Interest Rate Defined Foreign Total Balance – December 31, 2021 $ (56,323) $ (6,672) $ (18,436) $ (81,431) Other comprehensive income (loss) activity during the period: Change in AOCL before reclassifications to income — — (6,798) (6,798) Reclassifications from AOCL to income (2), (3) 5,370 48 — 5,418 Other comprehensive income (loss), net 5,370 48 (6,798) (1,380) Balance – March 31, 2022 $ (50,953) $ (6,624) $ (25,234) $ (82,811) (1) Amounts in parentheses represent debits (deferred losses). (2) $5.1 million and $7.2 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the three months ended March 31, 2023 and 2022, respectively. See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts). March 31, 2023 Derivative Contract Type Number of Notional Fair Value Balance Unrealized Interest rate swaps (1) 1 $ 350,000 $ 1,681 Other assets $ (35,414) 5,909 Other current assets Foreign currency forwards (2) 38 232,475 (483) Accrued liabilities — Total 39 $ 582,475 $ 7,107 $ (35,414) December 31, 2022 Derivative Contract Type Number of Contracts Notional Fair Value Balance Unrealized Interest rate swaps (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) (1) Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to fair value of the interest rate swaps are recorded in Other (expense) income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 8 — Debt for 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 (expense) income, net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at March 31, 2023 matured before April 30, 2023. (3) See Note 12 — Fair Value Disclosures for the determination of the fair values of these instruments. |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands). Three Months Ended March 31, Amount recorded in: 2023 2022 Interest expense, net (1) $ 5,117 $ 7,166 Other expense (income), net 1,904 (26,900) Total expense (income), net $ 7,021 $ (19,734) (1) Consists of interest expense from interest rate swap contracts. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured to Fair Value on Recurring Basis | The table below presents the fair values of certain financial assets and liabilities that are measured at fair value on a recurring basis in the Company's financial statements (in thousands). Description March 31, December 31, Assets: Values based on Level 1 inputs: Deferred compensation plan assets (1) $ 13,208 $ 6,065 Total Level 1 inputs 13,208 6,065 Values based on Level 2 inputs: Deferred compensation plan assets (1) 89,517 84,318 Foreign currency forward contracts (2) 42 3,236 Interest rate swap contract (3) 7,590 10,298 Total Level 2 inputs 97,149 97,852 Total Assets $ 110,357 $ 103,917 Liabilities: Values based on Level 2 inputs: Deferred compensation plan liabilities (1) $ 108,171 $ 96,641 Foreign currency forward contracts (2) 525 2,611 Total Level 2 inputs 108,696 99,252 Total Liabilities $ 108,696 $ 99,252 (1) The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees. The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts, which are valued based on Level 1 or Level 2 inputs. 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 11 — 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 an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 8 — Debt). The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker. This valuation 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. |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | 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 Condensed 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 March 31, December 31, March 31, December 31, Description 2023 2022 2023 2022 2028 Notes $ 793,218 $ 792,934 $ 762,480 $ 740,864 2029 Notes 594,158 593,951 539,976 523,842 2030 Notes 792,537 792,324 720,104 688,856 Total $ 2,179,913 $ 2,179,209 $ 2,022,560 $ 1,953,562 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease costs | 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 periods indicated (dollars in thousands). Three Months Ended March 31, Description: 2023 2022 Operating lease cost (1) $ 28,799 $ 30,364 Lease cost (2) 4,720 4,268 Sublease income (12,641) (10,925) Total lease cost, net (3) (4) $ 20,878 $ 23,707 Cash paid for amounts included in the measurement of operating lease liabilities $ 34,948 $ 34,817 Cash receipts from sublease arrangements $ 12,439 $ 11,164 Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,647 $ 6,930 (1) Included in operating lease cost was $10.6 million and $10.5 million for the three months ended March 31, 2023 and 2022, respectively, for costs related to subleasing activities. (2) These amounts are primarily variable lease and nonlease costs that are 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 operating lease costs during any of the periods presented. (4) Amount excludes impairment charges on lease related assets totaling $8.7 million and $23.9 million, for the three months ended March 31, 2023 and 2022, respectively, as discussed below. |
Supplemental balance sheet information | The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands). March 31, December 31, Description: 2023 2022 Accounts payable and accrued liabilities $ 99,674 $ 99,717 Operating lease liabilities 575,963 597,267 Total operating lease liabilities included in the Condensed Consolidated Balance Sheets $ 675,637 $ 696,984 |
Business and Basis of Present_4
Business and Basis of Presentation - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 28, 2023 USD ($) | Mar. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 3 | |
Proceeds from event cancellation insurance claims | $ | $ 3.1 |
Business and Basis of Present_5
Business and Basis of Presentation - Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 893,512 | $ 697,999 | ||
Other assets | 600 | 600 | ||
Cash and cash equivalents and restricted cash | $ 894,112 | $ 698,599 | $ 460,284 | $ 760,602 |
Acquisition and Divestiture (De
Acquisition and Divestiture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2023 | Oct. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Proceeds from sale of divested operation | $ 158,733 | $ 0 | ||
Gain from sale of divested operation | 139,316 | $ 0 | ||
TalentNeuron | ||||
Business Acquisition [Line Items] | ||||
Sale of business, consideration | $ 164,200 | |||
Proceeds from sale of divested operation | $ 158,700 | |||
Gain from sale of divested operation | 139,300 | |||
Goodwill | 16,000 | |||
Intangible assets, net | 9,500 | |||
Property, equipment and leasehold improvements, net, | 4,500 | |||
Accounts receivable | 11,800 | |||
Deferred revenues | $ 24,400 | |||
Chicago, Illinois | ||||
Business Acquisition [Line Items] | ||||
Percent of outstanding membership interests acquired | 100% | |||
Purchase price | $ 6,400 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes to the Carrying Amount of Goodwill by Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Goodwill [Line Items] | ||
Goodwill impairment | $ 0 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 2,930,211,000 | |
Foreign currency translation impact | (270,000) | |
Ending balance | 2,929,941,000 | |
Goodwill, accumulated impairment losses | 0 | |
Research | ||
Goodwill [Roll Forward] | ||
Beginning balance | 2,651,193,000 | |
Foreign currency translation impact | (390,000) | |
Ending balance | 2,650,803,000 | |
Conferences | ||
Goodwill [Roll Forward] | ||
Beginning balance | 183,951,000 | |
Foreign currency translation impact | 1,000 | |
Ending balance | 183,952,000 | |
Consulting | ||
Goodwill [Roll Forward] | ||
Beginning balance | 95,067,000 | |
Foreign currency translation impact | 119,000 | |
Ending balance | $ 95,186,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Carrying Amounts of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Gross cost, beginning balance | $ 1,082,177 | ||
Foreign currency translation impact | 3,931 | ||
Gross cost, ending balance | 1,086,108 | ||
Accumulated amortization | (521,970) | $ (497,463) | |
Finite-lived intangible assets, net | 564,138 | 584,714 | |
Amortization of intangibles | 22,735 | $ 25,148 | |
Customer Relationships | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross cost, beginning balance | 1,060,541 | ||
Foreign currency translation impact | 3,931 | ||
Gross cost, ending balance | 1,064,472 | ||
Accumulated amortization | (509,583) | (486,260) | |
Finite-lived intangible assets, net | $ 554,889 | 574,281 | |
Customer Relationships | Minimum | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Remaining amortization period | 6 years | ||
Customer Relationships | Maximum | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Remaining amortization period | 13 years | ||
Technology-related | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross cost, beginning balance | $ 11,200 | ||
Foreign currency translation impact | 0 | ||
Gross cost, ending balance | 11,200 | ||
Accumulated amortization | (6,533) | (5,600) | |
Finite-lived intangible assets, net | $ 4,667 | 5,600 | |
Remaining amortization period | 3 years | ||
Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Gross cost, beginning balance | $ 10,436 | ||
Foreign currency translation impact | 0 | ||
Gross cost, ending balance | 10,436 | ||
Accumulated amortization | (5,854) | (5,603) | |
Finite-lived intangible assets, net | $ 4,582 | $ 4,833 | |
Other | Minimum | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Remaining amortization period | 4 years | ||
Other | Maximum | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Remaining amortization period | 11 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense By Year From Amortizable Intangibles (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 (remaining nine months) | $ 68,301 | |
2024 | 89,160 | |
2025 | 80,493 | |
2026 | 77,818 | |
2027 | 77,210 | |
Thereafter | 171,156 | |
Finite-lived intangible assets, net | $ 564,138 | $ 584,714 |
Revenue and Related Matters - D
Revenue and Related Matters - Disaggregation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,408,869 | $ 1,262,740 |
United States and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 935,149 | 816,970 |
Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 310,802 | 296,811 |
Other International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 162,918 | 148,959 |
Research | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,217,191 | 1,136,380 |
Research | United States and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 809,399 | 740,529 |
Research | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 268,657 | 263,129 |
Research | Other International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 139,135 | 132,722 |
Conferences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,642 | 10,354 |
Conferences | United States and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 48,775 | 7,652 |
Conferences | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,207 | 1,238 |
Conferences | Other International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 6,660 | 1,464 |
Consulting | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 127,036 | 116,006 |
Consulting | United States and Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 76,975 | 68,789 |
Consulting | Europe, Middle East and Africa | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 32,938 | 32,444 |
Consulting | Other International | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 17,123 | $ 14,773 |
Revenue and Related Matters - T
Revenue and Related Matters - Timing Of Revenue Recognition Liabilities per Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,408,869 | $ 1,262,740 |
Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,206,802 | 1,122,246 |
Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 202,067 | 140,494 |
Research | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,217,191 | 1,136,380 |
Research | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,109,796 | 1,025,810 |
Research | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 107,395 | 110,570 |
Conferences | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,642 | 10,354 |
Conferences | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Conferences | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,642 | 10,354 |
Consulting | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 127,036 | 116,006 |
Consulting | Transferred over time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 97,006 | 96,436 |
Consulting | Transferred at a point in time | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 30,030 | $ 19,570 |
Revenue and Related Matters - R
Revenue and Related Matters - Revenue Remaining Performance Obligation (Details) $ in Billions | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 5.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 2.4 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 2.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 0.8 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue and Related Matters - S
Revenue and Related Matters - Schedule of Contract with Customer, Asset and Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Assets: | |||
Fees receivable, gross | $ 1,531,441 | $ 1,565,786 | |
Contract assets recorded in Prepaid expenses and other current assets | 24,350 | 21,183 | |
Contract liabilities: | |||
Deferred revenues (current liability) | 2,607,072 | 2,443,762 | |
Non-current deferred revenues recorded in Other liabilities | 32,272 | 39,115 | |
Total contract liabilities | 2,639,344 | $ 2,482,877 | |
Revenue recognized previously attributable to deferred revenues | $ 924,900 | $ 833,900 |
Computation of Earnings Per S_3
Computation of Earnings Per Share - Calculations Of Basic And Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income used for calculating basic and diluted income per share | $ 295,783 | $ 172,515 |
Denominator: | ||
Weighted average number of common shares used in the calculation of basic income per share (in shares) | 79,452 | 82,020 |
Dilutive effect of outstanding awards associated with stock-based compensation plans (in shares) | 830 | 953 |
Shares used in the calculation of diluted income per share (in shares) | 80,282 | 82,973 |
Basic income per share (in dollars per share) | $ 3.72 | $ 2.10 |
Diluted income per share (in dollars per share) | $ 3.68 | $ 2.08 |
Computation of Earnings Per S_4
Computation of Earnings Per Share - Additional information (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of (loss) income per share (in shares) | 0.3 | 0.2 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - $ / shares shares in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Number of shares available for grant (in shares) | 1.9 | |
Common stock par value (in dollars per share) | $ 0.0005 | $ 0.0005 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense by Award Type and Expense Category (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 45 | $ 32.1 |
Cost of services and product development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 18.3 | 11.5 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 26.7 | 20.6 |
Stock appreciation rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 2.5 | 1.9 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 42.2 | 30 |
Common stock equivalents | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.3 | 0.2 |
Retirement Eligible Employees Equity Award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 26.8 | $ 19.2 |
Segment Information - Informati
Segment Information - Information About Reportable Segments (Details) | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 3 | |
Operating income | $ 407,957,000 | $ 217,247,000 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Revenues | 0 | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,408,869,000 | 1,262,740,000 |
Operating income | 977,110,000 | 897,515,000 |
Operating Segments | Research | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,217,191,000 | 1,136,380,000 |
Operating income | 899,514,000 | 849,379,000 |
Operating Segments | Conferences | ||
Segment Reporting Information [Line Items] | ||
Revenues | 64,642,000 | 10,354,000 |
Operating income | 26,788,000 | (2,876,000) |
Operating Segments | Consulting | ||
Segment Reporting Information [Line Items] | ||
Revenues | 127,036,000 | 116,006,000 |
Operating income | 50,808,000 | 51,012,000 |
Corporate and Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Operating income | $ (569,153,000) | $ (680,268,000) |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Gross Contribution to Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment gross contribution | $ 407,957 | $ 217,247 |
Costs and expenses: | ||
Cost of services and product development - unallocated | 435,139 | 377,033 |
Selling, general and administrative | 657,090 | 617,904 |
Acquisition and integration charges | 1,368 | 2,207 |
Gain from sale of divested operation | (139,316) | 0 |
Operating income | 407,957 | 217,247 |
Interest expense and other, net | (29,757) | (2,188) |
Gain on event cancellation insurance claims | 3,077 | 0 |
Less: Provision for income taxes | 85,494 | 42,544 |
Net income | $ 295,783 | 172,515 |
Maximum | ||
Costs and expenses: | ||
Percent of target bonus charges allocated to segments | 100% | |
Operating Segments | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment gross contribution | $ 977,110 | 897,515 |
Costs and expenses: | ||
Operating income | 977,110 | 897,515 |
Corporate and Reconciling Items | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Total segment gross contribution | (569,153) | (680,268) |
Costs and expenses: | ||
Cost of services and product development - unallocated | 3,380 | 11,808 |
Selling, general and administrative | 657,090 | 617,904 |
Depreciation and amortization | 46,631 | 48,349 |
Acquisition and integration charges | 1,368 | 2,207 |
Operating income | $ (569,153) | $ (680,268) |
Debt - Borrowings (Details)
Debt - Borrowings (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal amount outstanding | $ 2,485,400 | $ 2,487,200 |
Less: deferred financing fees | (24,631) | (25,793) |
Net balance sheet carrying amount | 2,460,769 | 2,461,407 |
Term Loan Facility | 2020 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 280,400 | 282,200 |
Line of Credit | Revolving credit facility | 2020 Credit Agreement | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 0 | 0 |
Senior Notes | 2028 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 800,000 | 800,000 |
Senior Notes | 2029 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 600,000 | 600,000 |
Senior Notes | 2030 Notes | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | 800,000 | 800,000 |
Other | ||
Debt Instrument [Line Items] | ||
Principal amount outstanding | $ 5,000 | $ 5,000 |
Debt - Footnote to Borrowings (
Debt - Footnote to Borrowings (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Jun. 18, 2021 | Sep. 28, 2020 | Jun. 22, 2020 | |
Debt Instrument [Line Items] | ||||
Weighted average annual effective rate | 5.03% | |||
Term Loan Facility | 2020 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Contractual annualized interest rate | 6.13% | |||
Floating eurodollar base rate | 4.875% | |||
Additional interest above base rate | 1.25% | |||
Aggregate principal amount | $ 400,000,000 | |||
Line of Credit | Revolving credit facility | 2020 Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Remaining borrowing capacity | $ 1,000,000,000 | |||
Senior Notes | 2028 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 800,000,000 | $ 800,000,000 | ||
Debt instrument, fixed interest rate | 4.50% | |||
Senior Notes | 2029 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | 600,000,000 | $ 600,000,000 | ||
Debt instrument, fixed interest rate | 3.625% | |||
Senior Notes | 2030 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 800,000,000 | $ 800,000,000 | ||
Debt instrument, fixed interest rate | 3.75% | |||
Connecticut Economic Development Program | Economic Development Loan 2 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, fixed interest rate | 1.75% | |||
Debt term | 10 years |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jun. 18, 2021 | Sep. 28, 2020 | Jun. 22, 2020 | Mar. 31, 2023 |
2029 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 600,000,000 | $ 600,000,000 | ||
Debt instrument, fixed interest rate | 3.625% | |||
Debt instrument, issue price, percent | 100% | |||
2029 Notes | Senior Notes | Debt Instrument Redemption Option One | ||||
Debt Instrument [Line Items] | ||||
Percentage of principal amount redeemed | 40% | |||
2030 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 800,000,000 | 800,000,000 | ||
Debt instrument, fixed interest rate | 3.75% | |||
Debt instrument, issue price, percent | 100% | |||
Percentage of principal amount redeemed | 40% | |||
2028 Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 800,000,000 | $ 800,000,000 | ||
Debt instrument, fixed interest rate | 4.50% | |||
Debt instrument, issue price, percent | 100% | |||
Percentage of principal amount redeemed | 40% | |||
2020 Credit Agreement | Variable Rate Component, One | Federal Reserve Board of New York Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
2020 Credit Agreement | Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 400,000,000 | |||
2020 Credit Agreement | Line of Credit | Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 1,000,000,000 |
Debt - Interest Rate Swaps (Det
Debt - Interest Rate Swaps (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) contract | Dec. 31, 2022 USD ($) contract | |
Derivative [Line Items] | ||
Number of contracts | contract | 39 | 139 |
Interest rate swap contracts total notional value | $ 582,475 | $ 1,037,763 |
Interest rate swaps | ||
Derivative [Line Items] | ||
Term of contract | 30 days | |
Loss on release of interest rate swap recognized in AOCI | $ 47,200 | |
Interest rate swaps | Minimum | ||
Derivative [Line Items] | ||
Fixed interest rate | 3.04% | |
Interest rate swaps | Debt Instrument, Redemption, Period One | ||
Derivative [Line Items] | ||
Number of contracts | contract | 1 | |
Interest rate swap contracts total notional value | $ 350,000 |
Equity - Share Repurchase Progr
Equity - Share Repurchase Program and Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2015 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 1,200,000 | ||||||
Stock repurchase program, additional authorized amount | $ 400,000 | $ 1,000,000 | $ 1,600,000 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 954,500 | ||||||
Number of shares repurchased (in shares) | 327,680 | 1,627,709 | |||||
Cash paid for repurchased shares | $ 106,850 | $ 451,070 | |||||
Treasury stock, average price paid per share (in dollars per share) | $ 332.18 | $ 284.53 | |||||
Open Market Purchases | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Cash paid for repurchased shares | $ 12,100 | ||||||
Open Market Purchases, Excluded | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Cash paid for repurchased shares | $ 2,000 |
Equity - Changes in AOCI_L by C
Equity - Changes in AOCI/L by Component (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 227,798 | $ 371,058 |
Change in AOCL before reclassifications to income | 1,832 | (6,798) |
Reclassifications from AOCL to income | 3,868 | 5,418 |
Other comprehensive income (loss), net of tax | 5,700 | (1,380) |
Ending balance | 472,858 | 118,153 |
Derivative reclassifications | (7,021) | 19,734 |
Interest rate swaps | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Derivative reclassifications | 5,100 | 7,200 |
Loss to be reclassified within twelve months | 19,800 | |
Interest Rate Swaps | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (39,248) | (56,323) |
Change in AOCL before reclassifications to income | 0 | 0 |
Reclassifications from AOCL to income | 3,834 | 5,370 |
Other comprehensive income (loss), net of tax | 3,834 | 5,370 |
Ending balance | (35,414) | (50,953) |
Defined Benefit Pension Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (4,247) | (6,672) |
Change in AOCL before reclassifications to income | 0 | 0 |
Reclassifications from AOCL to income | 34 | 48 |
Other comprehensive income (loss), net of tax | 34 | 48 |
Ending balance | (4,213) | (6,624) |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (58,115) | (18,436) |
Change in AOCL before reclassifications to income | 1,832 | (6,798) |
Reclassifications from AOCL to income | 0 | 0 |
Other comprehensive income (loss), net of tax | 1,832 | (6,798) |
Ending balance | (56,283) | (25,234) |
Accumulated Other Comprehensive Loss, Net | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (101,610) | (81,431) |
Ending balance | $ (95,910) | $ (82,811) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Provision for income taxes | $ 85,494 | $ 42,544 | |
Effective income tax rate | 22.40% | 19.80% | |
Unrecognized tax benefits | $ 141,000 | $ 137,200 | |
Unrecognized tax benefits reductions resulting from anticipated closure of audits and the expiration of certain statutes of limitation | $ 12,300 |
Derivatives and Hedging - Outst
Derivatives and Hedging - Outstanding Derivatives Contracts (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) contract | Dec. 31, 2022 USD ($) contract | |
Derivatives, Fair Value [Line Items] | ||
Number of Contracts | contract | 39 | 139 |
Notional Amounts | $ 582,475 | $ 1,037,763 |
Fair Value Asset (Liability), Net | 7,107 | 10,923 |
Unrealized Loss Recorded in AOCL, net of tax | $ (35,414) | $ (39,248) |
Other assets | Interest rate swaps | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Number of Contracts | contract | 1 | 1 |
Notional Amounts | $ 350,000 | $ 350,000 |
Fair Value Asset (Liability), Net | 1,681 | 3,952 |
Unrealized Loss Recorded in AOCL, net of tax | (35,414) | (39,248) |
Other current assets | Interest rate swaps | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value Asset (Liability), Net | $ 5,909 | $ 6,346 |
Other current assets | Foreign currency forwards | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Number of Contracts | contract | 138 | |
Notional Amounts | $ 687,763 | |
Fair Value Asset (Liability), Net | 625 | |
Unrealized Loss Recorded in AOCL, net of tax | $ 0 | |
Accrued liabilities | Foreign currency forwards | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Number of Contracts | contract | 38 | |
Notional Amounts | $ 232,475 | |
Fair Value Asset (Liability), Net | (483) | |
Unrealized Loss Recorded in AOCL, net of tax | $ 0 |
Derivatives and Hedging - Deriv
Derivatives and Hedging - Derivative Gains And Losses That Have Been Recognized In Condensed Consolidated Statements Of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total expense (income), net | $ 7,021 | $ (19,734) |
Interest expense (income), net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total expense (income), net | $ 5,117 | $ 7,166 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (expense) income, net | Other (expense) income, net |
Other (income) expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total expense (income), net | $ 1,904 | $ (26,900) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (expense) income, net | Other (expense) income, net |
Fair Value Disclosures - Assets
Fair Value Disclosures - Assets And Liabilities Measured At Fair Value On Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total Assets | $ 110,357 | $ 103,917 |
Level 1 | ||
Assets: | ||
Total Assets | 13,208 | 6,065 |
Level 1 | Deferred compensation plan assets | ||
Assets: | ||
Total Assets | 13,208 | 6,065 |
Level 2 | ||
Assets: | ||
Total Assets | 97,149 | 97,852 |
Liabilities: | ||
Total Liabilities | 108,696 | 99,252 |
Level 2 | Foreign currency forward contracts | ||
Assets: | ||
Total Assets | 42 | 3,236 |
Liabilities: | ||
Total Liabilities | 525 | 2,611 |
Level 2 | Interest rate swap contracts | ||
Assets: | ||
Total Assets | 7,590 | 10,298 |
Level 2 | Deferred compensation plan assets | ||
Assets: | ||
Total Assets | 89,517 | 84,318 |
Level 2 | Deferred compensation plan liabilities | ||
Liabilities: | ||
Total Liabilities | $ 108,171 | $ 96,641 |
Fair Value Disclosures - Fair V
Fair Value Disclosures - Fair Value of Debt Instruments (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | $ 2,179,913 | $ 2,179,209 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 2,022,560 | 1,953,562 |
2028 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 793,218 | 792,934 |
2028 Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 762,480 | 740,864 |
2029 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 594,158 | 593,951 |
2029 Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | 539,976 | 523,842 |
2030 Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Carrying Amount | 792,537 | 792,324 |
2030 Notes | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 720,104 | $ 688,856 |
Fair Value Disclosures - Narrat
Fair Value Disclosures - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on impairment of lease related assets, net | $ 8,720 | $ 23,878 |
Selling, general and administrative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loss on impairment of lease related assets, net | $ 8,700 | $ 23,900 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Renewal term | 10 years | |
Option to terminate, term | 1 year | |
Loss on impairment of lease related assets, net | $ 8,720 | $ 23,878 |
Right-of-use Assets | ||
Lessee, Lease, Description [Line Items] | ||
Loss on impairment of lease related assets, net | 6,300 | 17,700 |
Leasehold Improvements | ||
Lessee, Lease, Description [Line Items] | ||
Loss on impairment of lease related assets, net | 2,400 | 6,200 |
Selling, general and administrative | ||
Lessee, Lease, Description [Line Items] | ||
Loss on impairment of lease related assets, net | $ 8,700 | $ 23,900 |
Leases - Net Lease Costs (Detai
Leases - Net Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 28,799 | $ 30,364 |
Lease cost | 4,720 | 4,268 |
Sublease income | (12,641) | (10,925) |
Total lease cost, net | 20,878 | 23,707 |
Cash paid for amounts included in the measurement of operating lease liabilities | 34,948 | 34,817 |
Cash receipts from sublease arrangements | 12,439 | 11,164 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 1,647 | 6,930 |
Cost for subleasing activities | 10,600 | 10,500 |
Loss on impairment of lease related assets, net | $ 8,720 | $ 23,878 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Accounts payable and accrued liabilities | $ 99,674 | $ 99,717 |
Operating lease liabilities | 575,963 | 597,267 |
Total operating lease liabilities included in the Condensed Consolidated Balance Sheets | $ 675,637 | $ 696,984 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accounts payable and accrued liabilities | Accounts payable and accrued liabilities |