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United States securities and exchange commission logo
April 18, 2023
Craig W. Safian
Chief Financial Officer
Gartner, Inc.
P.O. Box 10212
56 Top Gallant Road
Stamford, Connecticut 06902-7700
Re: Gartner, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed February 16,
2023
File No. 001-14443
Dear Craig W. Safian:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9A Controls and Procedures
Disclosure Controls and Procedures, page 31
1. Your conclusion
regarding the effectiveness of disclosures controls and procedures does
not state the full
definition of disclosure controls and procedures as defined in Exchange
Act Rules 13a-15(e) and
15d-15(e). Although there is no requirement to disclose the full
definition, specific
reference to only a portion of the definition gives the appearance of
limiting management s
conclusion solely to the portion referred to. Please represent to us
and revise future
filings to state management s conclusion in regard to the
company's disclosure
controls and procedures as fully defined in Exchange Act rules 13a-
15(e) and 15d-15(e).
Craig W. Safian
FirstName LastNameCraig W. Safian
Gartner, Inc.
Comapany
April NameGartner, Inc.
18, 2023
April 218, 2023 Page 2
Page
FirstName LastName
Notes to Consolidated Financial Statements
Note 12 - Income Taxes, page 66
2. On page 67 you disclose you recorded a deferred tax asset of
approximately $122.9
million for tax basis in intangible assets along with an offsetting
valuation allowance of
the same amount. Please tell us where in the table of the components
of long-term
deferred tax assets (liabilities) on page 66 this deferred tax asset
is recorded. Also,
explain to us the circumstances leading to the the full valuation
allowance against this
deferred tax asset. Further, explain to us how the increase in the
valuation allowance is
reflected in the table on page 67 reconciling the statutory tax rate
to the effective tax rate.
Note 17 - Contingencies, page 75
3. We note from your risk factor disclosure you face risks related to
insurance coverage for
your cancelled 2020 and 2021 conferences. We further note you have a
lawsuit against
the insurer and you also commenced litigation against the insurance
broker. Please tell us
what consideration you gave to disclosing these matters here pursuant
to ASC 450-20-50-
3 through 5 or 450-30-50-1, as appropriate. Explain to us if there are
any adverse
consequences to you if you are not successful in these litigations. In
connection with this,
tell us how you accounted for costs incurred associated with these
cancelled conferences.
Additionally, in connection with the $152.3 million gain on event
cancellation insurance
claims recorded in fiscal 2021, explain to us why there was a gain and
how the gain was
determined.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-
3309 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Trade & Services