UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _______

Commission File No. 001-38911

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
70 St. Mary Axe London EC3A 8BE United Kingdom (Address of principal executive offices)			Not applicable (Zip Code)

Registrant's telephone number, including area code: +44 207 4334000

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

Title of each class			Trading Symbol(s)			Name of exchange on which registered
Ordinary Shares, no par value			CLVT			New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value			CLVT PR A			New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Exchange Act: None

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”

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“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes ☐    No ☒

The number of ordinary shares of the Company outstanding as of October 28, 2022 was 674,188,796.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS

			Page
Part I. Financial Information			5
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Comprehensive Income (Loss)			8
Condensed Consolidated Statements of Changes in Equity			9
Condensed Consolidated Statements of Cash Flows			13
Notes to the Condensed Consolidated Financial Statements			15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			42
Item 3. Quantitative and Qualitative Disclosures About Market Risk			60
Item 4. Controls and Procedures			60
Part II. Other Information			61
Item 1. Legal Proceedings			61
Item 1A. Risk Factors			61
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			61
Item 5. Other Information			62
Item 6. Exhibits			62
Signature			63

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements,” within the meaning of the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this quarterly report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

•any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks;

•our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements;

•our loss of, or inability to attract and retain, key personnel;

•our ability to comply with applicable data protection and privacy laws;

•the effectiveness of our business continuity plans;

•our dependence on third parties, including public sources, for data, information and other services, and our relationships with such third parties;

•increased accessibility to free or relatively inexpensive information sources;

•our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions;

•our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition;

•our ability to maintain high annual revenue renewal rates;

•the strength of our brand and reputation;

•our exposure to risk from the international scope of our operations, and our exposure to potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure;

•our substantial indebtedness, which could adversely affect our business, financial condition, and results of operations;

•volatility in our earnings due to changes in the fair value of our outstanding warrants each period; and

•other factors beyond our control.

The forward-looking statements contained in this quarterly report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material

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respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Note on Defined Terms and Presentation

We employ a number of defined terms in this quarterly report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this quarterly report, unless otherwise indicated or the context otherwise requires, the terms “Clarivate,” the “Company,” “our,” “us” and “we” refer to Clarivate Plc and its consolidated subsidiaries; “LGP” refers to affiliated funds of Leonard Green & Partners, L.P. that from time to time hold our ordinary shares; "CIG" refers to affiliate funds of Cambridge Information Group that from time to time hold our ordinary shares; and "Atairos" refers to the affiliates of Atairos that from time to time hold our ordinary shares.

In the current year, the Company has changed its presentation of dollar amounts from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts. Unless otherwise indicated, dollar amounts throughout this quarterly report are presented in millions of dollars, except for share and per share amounts.

Website and Social Media Disclosure

We use our website (www.clarivate.com) and corporate Twitter account (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts.

None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this quarterly report or in any other report or document we file with the SEC, and any references to our website or our social media channels are intended to be inactive textual references only.

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PART I. Financial Information

Item 1. Financial Statements and Supplementary Data

CLARIVATE PLC

Condensed Consolidated Balance Sheets (Unaudited)

(In millions, except share and per share data)

			September 30, 2022						December 31, 2021
Assets
Current assets:
Cash and cash equivalents			$	446.0					$	430.9
Restricted cash			8.6						156.7
Accounts receivable, net			748.6						906.4
Prepaid expenses			98.8						76.6
Other current assets			71.5						66.6
Assets held for sale			78.3						—
Total current assets			1,451.8						1,637.2
Property and equipment, net			56.9						83.8
Other intangible assets, net			9,248.9						10,392.4
Goodwill			2,804.4						7,904.9
Other non-current assets			100.5						50.8
Deferred income taxes			23.7						27.9
Operating lease right-of-use assets			62.4						86.0
Total Assets			$	13,748.6					$	20,183.0
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable			$	105.9					$	129.2
Accrued compensation			107.5						150.6
Accrued expenses and other current liabilities			416.7						529.0
Current portion of deferred revenues			857.8						1,030.4
Current portion of operating lease liability			28.9						32.2
Current portion of long-term debt			57.4						30.6
Liabilities held for sale			58.3						—
Total current liabilities			1,632.5						1,902.0
Long-term debt			5,417.1						5,456.3
Warrant liabilities			25.1						227.8
Non-current portion of deferred revenues			37.7						54.2
Other non-current liabilities			136.1						142.7
Deferred income taxes			350.5						380.1
Operating lease liabilities			75.0						94.0
Total liabilities			7,674.0						8,257.1
Commitments and contingencies (Note 19)
Shareholders’ equity:
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 shares issued and outstanding as of both September 30, 2022 and December 31, 2021			1,392.6						1,392.6
Ordinary Shares, no par value; unlimited shares authorized at September 30, 2022 and December 31, 2021; 674,166,494 and 683,139,210 shares issued, and 673,801,480 and 683,139,210 shares outstanding at September 30, 2022 and December 31, 2021, respectively			11,718.4						11,827.9
Treasury shares, at cost; 365,014 and 547,136 shares as of September 30, 2022 and December 31, 2021, respectively			(11.3)						(16.9)
Accumulated other comprehensive (loss) income			(1,069.7)						326.7
Accumulated deficit			(5,955.4)						(1,604.4)
Total shareholders’ equity			6,074.6						11,925.9
Total Liabilities and Shareholders’ Equity			$	13,748.6					$	20,183.0

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except share and per share data)

			Three Months Ended September 30,
			2022						2021
Revenues, net			$	635.7					$	442.1
Operating expenses:
Cost of revenues			223.7						140.7
Selling, general and administrative costs			169.5						144.8
Depreciation and amortization			169.7						130.7
Restructuring and impairment			26.0						7.1
Goodwill impairment			4,448.6						—
Other operating (income) expense, net			(26.6)						4.4
Total operating expenses			5,010.9						427.7
Income (loss) from operations			(4,375.2)						14.4
Mark to market (gain) loss on financial instruments			(53.3)						(83.0)
Interest expense and amortization of debt discount, net			71.5						65.3
Income (loss) before income taxes			(4,393.4)						32.1
Provision for income taxes			22.1						3.7
Net income (loss)			(4,415.5)						28.4
Dividends on preferred shares			18.9						22.4
Net income (loss) attributable to ordinary shares			$	(4,434.4)					$	6.0
Per share:
Basic			$	(6.58)					$	0.01
Diluted			$	(6.64)					$	(0.12)
Weighted average shares used to compute earnings per share:
Basic			673,553,256						634,508,967
Diluted			675,179,693						643,902,777

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statement of Operations (Unaudited)

(In millions, except share and per share data)

			Nine Months Ended September 30,
			2022						2021
Revenues, net			$	1,984.5					$	1,316.2
Operating expenses:
Cost of revenues			717.0						438.3
Selling, general and administrative costs			549.3						458.8
Depreciation and amortization			521.7						392.6
Restructuring and impairment			56.9						125.7
Goodwill impairment			4,448.6						—
Other operating (income) expense, net			(64.9)						19.7
Total operating expenses			6,228.6						1,435.1
Income (loss) from operations			(4,244.1)						(118.9)
Mark to market gain on financial instruments			(202.7)						(113.2)
Interest expense and amortization of debt discount, net			193.3						141.2
Income (loss) before income taxes			(4,234.7)						(146.9)
Provision for income taxes			48.9						12.2
Net income (loss)			(4,283.6)						(159.1)
Dividends on preferred shares			56.3						22.4
Net income (loss) attributable to ordinary shares			$	(4,339.9)					$	(181.5)
Per share:
Basic			$	(6.41)					$	(0.29)
Diluted			$	(6.66)					$	(0.47)
Weighted average shares used to compute earnings per share:
Basic			676,732,992						616,135,071
Diluted			680,617,434						626,180,258

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(In millions)

			Three Months Ended September 30,
			2022						2021
Net income (loss)			$	(4,415.5)					$	28.4
Other comprehensive income (loss), net of tax:
Interest rate swaps			34.9						0.4
Defined benefit pension plans			—						—
Foreign currency translation adjustment			(585.4)						(241.5)
Total other comprehensive (loss) income, net of tax			(550.5)						(241.1)
Comprehensive loss			$	(4,966.0)					$	(212.7)

			Nine Months Ended September 30,
			2022						2021
Net income (loss)			$	(4,283.6)					$	(159.1)
Other comprehensive income (loss), net of tax:
Interest rate swaps			50.6						1.9
Defined benefit pension plans			0.1						—
Foreign currency translation adjustment			(1,447.1)						(176.3)
Total other comprehensive (loss) income, net of tax			(1,396.4)						(174.4)
Comprehensive loss			$	(5,680.0)					$	(333.5)

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)

			Ordinary Shares												Preferred Shares												Treasury Shares												Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Shareholders’  Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at December 31, 2021			683.1						$	11,827.9					14.4						$	1,392.6					0.5						$	(16.9)					$	326.7					$	(1,604.4)					$	11,925.9
Reclassification of EBT Shares			(0.5)						—						—						—						—						—						—						—						—
Exercise of stock options			0.2						0.4						—						—						—						—						—						—						0.4
Vesting of restricted stock units			0.7						—						—						—						—						—						—						—						—
Shares returned to the Company for net share settlements			(0.4)						(5.4)						—						—						—						—						—						—						(5.4)
Share-based award activity			—						26.9						—						—						—						—						—						—						26.9
Repurchases of ordinary shares			(4.1)						—						—						—						4.1						(66.4)						—						—						(66.4)
Retirement of treasury shares			—						(34.8)						—						—						(2.1)						33.3						—						1.5						—
Sale of treasury shares			—						—						—						—						—						1.3						—						(0.7)						0.6
Dividends to preferred shareholders			—						—						—						—						—						—						—						(18.7)						(18.7)
Net income			—						—						—						—						—						—						—						69.5						69.5
Other comprehensive loss			—						—						—						—						—						—						(223.2)						—						(223.2)
Balance at March 31, 2022			679.0						$	11,815.0					14.4						$	1,392.6					2.5						$	(48.7)					$	103.5					$	(1,552.8)					$	11,709.6
Exercise of stock options			—						0.1						—						—						—						—						—						—						0.1
Vesting of restricted stock units			1.3						—						—						—						—						—						—						—						—
Shares returned to the Company for net share settlements			(0.4)						(5.3)						—						—						—						—						—						—						(5.3)
Share-based award activity			—						23.6						—						—						—						—						—						—						23.6
Repurchases of ordinary shares			(6.6)						—						—						—						6.6						(108.6)						—						—						(108.6)
Retirement of treasury shares			—						(132.5)						—						—						(8.6)						141.7						—						(9.2)						—
Sale of treasury shares			—						—						—						—						—						—						—						0.3						0.3
Dividends to preferred shareholders			—						—						—						—						—						—						—						(18.7)						(18.7)
Net income			—						—						—						—						—						—						—						62.4						62.4
Other comprehensive loss			—						—						—						—						—						—						(622.7)						—						(622.7)
Balance at June 30, 2022			673.3						$	11,700.9					14.4						$	1,392.6					0.5						$	(15.6)					$	(519.2)					$	(1,518.0)					$	11,040.7

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)

			Ordinary Shares												Preferred Shares												Treasury Shares												Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Shareholders’  Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at June 30, 2022			673.3						$	11,700.9					14.4						$	1,392.6					0.5						$	(15.6)					$	(519.2)					$	(1,518.0)					$	11,040.7
Exercise of stock options			0.1						0.3						—						—						—						—						—						—						0.3
Vesting of restricted stock units			0.5						—						—						—						—						—						—						—						—
Shares returned to the Company for net share settlements			(0.2)						(3.1)						—						—						—						—						—						—						(3.1)
Share-based award activity			—						20.3						—						—						—						—						—						—						20.3
Sale of treasury shares			0.1						—						—						—						(0.1)						4.3						—						(3.0)						1.3
Dividends to preferred shareholders			—						—						—						—						—						—						—						(18.9)						(18.9)
Net loss			—						—						—						—						—						—						—						(4,415.5)						(4,415.5)
Other comprehensive loss			—						—						—						—						—						—						(550.5)						—						(550.5)
Balance at September 30, 2022			673.8						$	11,718.4					14.4						$	1,392.6					0.4						$	(11.3)					$	(1,069.7)					$	(5,955.4)					$	6,074.6

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)

			Ordinary Shares												Preferred Shares												Treasury Shares												Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Shareholders’  Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at December 31, 2020			606.3						$	9,989.2					—						$	—					6.3						$	(196.0)					$	492.4					$	(1,250.8)					$	9,034.8
Exercise of Private Placement Warrants			0.2						3.6						—						—						—						—						—						—						3.6
Exercise of stock options			0.8						5.1						—						—						—						—						—						—						5.1
Shares returned to the Company for net share settlements			(0.4)						(4.5)						—						—						—						—						—						—						(4.5)
Issuance of ordinary shares, net			4.4						105.5						—						—						—						—						—						—						105.5
Share-based award activity			—						10.5						—						—						—						—						—						—						10.5
Net loss			—						—						—						—						—						—						—						(56.0)						(56.0)
Other comprehensive income			—						—						—						—						—						—						19.6						—						19.6
Balance at March 31, 2021			611.3						$	10,109.4					—						$	—					6.3						$	(196.0)					$	512.0					$	(1,306.8)					$	9,118.6
Exercise of stock options			1.6						9.7						—						—						—						—						—						—						9.7
Vesting of restricted stock units			0.5						—						—						—						—						—						—						—						—
Shares returned to the Company for net share settlements			(0.8)						(17.2)						—						—						—						—						—						—						(17.2)
Issuance of ordinary shares, net			206.0						5,780.9						—						—						—						—						—						—						5,780.9
Share-based award activity			—						12.9						—						—						—						—						—						—						12.9
Repurchase of ordinary shares			—						—						—						—						(177.2)						(5,052.2)						—						—						(5,052.2)
Retirement of treasury shares			(177.2)						(5,052.2)						—						—						177.2						5,052.2						—						—						—
Issuance of preferred shares, net			—						—						14.4						1,393.2						—						—						—						—						1,393.2
Net loss			—						—						—						—						—						—						—						(131.5)						(131.5)
Other comprehensive income			—						—						—						—						—						—						47.1						—						47.1
Balance at June 30, 2021			641.4						$	10,843.5					14.4						$	1,393.2					6.3						$	(196.0)					$	559.1					$	(1,438.3)					$	11,161.5

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CLARIVATE PLC

Condensed Consolidated Statements of Changes in Equity (Unaudited)

(In millions)

			Ordinary Shares												Preferred Shares												Treasury Shares												Accumulated Other Comprehensive Income (Loss)						Accumulated Deficit						Total Shareholders’  Equity
			Shares						Amount						Shares						Amount						Shares						Amount
Balance at June 30, 2021			641.4						$	10,843.5					14.4						$	1,393.2					6.3						$	(196.0)					$	559.1					$	(1,438.3)					$	11,161.5
Exercise of stock options			0.3						2.5						—						—						—						—						—						—						2.5
Vesting of restricted stock units			0.1						—						—						—						—						—						—						—						—
Shares returned to the Company for net share settlements			(0.2)						0.3						—						—						—						—						—						—						0.3
Issuance of ordinary shares, net			—						(0.7)						—						—						—						—						—						—						(0.7)
Share-based award activity			—						13.6						—						—						—						—						—						—						13.6
Repurchases of ordinary shares			—						—						—						—						(2.6)						(65.2)						—						—						(65.2)
Retirement of treasury shares			(2.6)						(65.2)						—						—						2.6						65.2						—												—
Issuance of preferred shares, net			—						—						—						(0.5)						—						—						—						—						(0.5)
Dividends to preferred shareholders			0.7						16.1						—						—						—						—						—						(22.4)						(6.3)
Net income			—						—						—						—						—						—						—						28.4						28.4
Other comprehensive loss			—						—						—						—						—						—						(241.1)						—						(241.1)
Balance at September 30, 2021			639.7						$	10,810.1					14.4						$	1,392.7					6.3						$	(196.0)					$	318.0					$	(1,432.3)					$	10,892.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

			Nine Months Ended September 30,
			2022						2021
Cash Flows From Operating Activities
Net income (loss)			$	(4,283.6)					$	(159.1)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			521.7						392.6
Deferred income taxes			(3.3)						(11.1)
Share-based compensation			66.5						3.1
Restructuring and impairment, including Goodwill			4,469.9						51.0
Loss (gain) on foreign currency forward contracts			9.4						4.0
Mark to market adjustment on contingent shares			—						(25.1)
Mark to market gain on financial instruments			(202.7)						(113.2)
Amortization of debt issuance costs			11.4						9.1
Other operating activities			(58.3)						10.4
Changes in operating assets and liabilities:
Accounts receivable			76.9						114.0
Prepaid expenses			(29.4)						(0.9)
Other assets			(57.5)						60.7
Accounts payable			(15.8)						13.6
Accrued expenses and other current liabilities			(54.0)						90.4
Deferred revenues			(68.2)						(116.3)
Operating lease right of use assets			10.1						16.8
Operating lease liabilities			(15.3)						(37.4)
Other liabilities			(5.4)						2.9
Net cash provided by operating activities			372.4						305.5
Cash Flows From Investing Activities
Capital expenditures			(156.5)						(86.2)
Acquisitions, net of cash acquired			(9.3)						(14.3)
Acquisition of cost method investment			(5.0)						—
Net cash used in investing activities			(170.8)						(100.5)
Cash Flows From Financing Activities
Proceeds from issuance of debt			—						2,000.0
Redemption of Notes not exchanged			—						(157.4)
Principal payments on term loan			(21.5)						(21.5)
Payment of debt issuance costs and discounts			(2.1)						(7.5)
Proceeds from issuance of preferred shares			—						1,392.7
Proceeds from issuance of ordinary shares			—						728.1
Proceeds from issuance of treasury shares			2.2						—
Repurchases of ordinary shares			(175.0)						(65.2)
Cash dividends on preferred shares			(56.6)						—
Proceeds from stock options exercised			0.8						17.3
Payments related to finance lease			(1.5)						—
Payments related to tax withholding for stock-based compensation			(13.8)						(21.5)
Net cash (used in) provided by financing activities			(267.5)						3,865.0
Effects of exchange rates			(64.5)						(4.9)
Net (decrease) increase in cash and cash equivalents(1)			$	17.7					$	2,222.2
Net (decrease) increase in restricted cash			(148.1)						1,842.9

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)

			Nine Months Ended September 30,
			2022						2021
Net (decrease) increase in cash and cash equivalents, and restricted cash			(130.4)						4,065.1
Beginning of period:
Cash and cash equivalents			$	430.9					$	257.7
Restricted cash			156.7						14.7
Total cash and cash equivalents, and restricted cash, beginning of period			587.6						272.4
End of period:
Cash and cash equivalents(1)			448.6						2,479.9
Restricted cash			8.6						1,857.6
Total cash and cash equivalents, and restricted cash, end of period			$	457.2					$	4,337.5
Supplemental Cash Flow Information:
Cash paid for interest			$	152.2					$	97.4
Cash paid for income tax			$	44.2					$	22.4
Capital expenditures included in accounts payable			$	4.8					$	6.6
Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco Limited			—						5,052.2
Retirement of treasury shares			(175.0)						(5,117.4)
Shares issued as contingent stock consideration associated with the DRG acquisition			—						61.6
Shares issued as contingent stock consideration associated with the CPA Global acquisition			—						43.9
Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares			—						16.1
Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares			6.2						6.3
Treasury shares sold by Trust			4.3						—
Total Non-Cash Financing Activities			$	(164.5)					$	62.7
(1) Includes $2.6 of cash and cash equivalents that was reclassified to current assets held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2022 (see Note 5 - Assets Held for Sale and Divested Operations for additional information)

    

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 1: Background and Nature of Operations

Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands, pursuant to the definitive agreement entered into on May 13, 2019 to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation ("Churchill") (the “2019 Transaction”). The Company is a global leader in providing solutions to accelerate the pace of innovation. Our bold mission is to help our customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Goods, Manufacturing & Technology.

During the third quarter of 2022, the Company realigned its segment structure based on the products we offer and the markets they serve. Our three reportable segments are as follows: Academia & Government ("A&G"), Life Sciences and Healthcare ("LS&H"), and Intellectual Property ("IP"). See Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information with respect to the Company's reportable segment structure.

Risks and Uncertainties

In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID-19 and/or new strains of COVID-19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic, the Company cannot reasonably estimate the full impact on our business, financial condition and results of operations at this time, which may be material.

As the conflict in Ukraine continues to evolve, we are closely monitoring the current and potential impact on our business, our people, and our clients. Given the levying of sanctions, regional instability, geopolitical shifts, and other potential adverse effects on macroeconomic conditions, security conditions, currency exchange, and financial markets, the short and long-term implications of Russia’s invasion of Ukraine are not possible to predict. We do not expect any direct impacts to our business to be material, but we are not currently able to predict any indirect impacts on the global economy and how those could negatively affect our business in the future. However, revenue growth was slightly impacted by our decision to cease commercial operations in Russia in March 2022. We continue to monitor any evolving impacts of this conflict and its effects on the global economy and geopolitical landscape.

Note 2: Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of the Company have been prepared on substantially the same basis as our annual consolidated financial statements and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021. Results from interim periods should not be considered indicative of results for the full year. In the opinion of management, these Condensed Consolidated Financial Statements reflect all adjustments necessary for a fair statement of financial position, results of operations, and cash flows for the periods presented, and such adjustments are of a normal, recurring nature.

The Condensed Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation.

The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Condensed Consolidated Balance Sheet.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

In the current year, the Company has changed its presentation of dollar amounts from thousands to millions and, as a result, any necessary rounding adjustments have been made to prior year disclosed amounts.

Note 3: Summary of Significant Accounting Policies

Our significant accounting policies are those that we believe are important to the portrayal of our financial condition and results of operations, as well as those that involve significant judgments or estimates about matters that are inherently uncertain. There have been no material changes to the significant accounting policies discussed in Item 8. – Financial Statements and Supplementary Data – Notes to the Consolidated Financial Statements – Note 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on March 10, 2022.

Newly Adopted Accounting Standards

In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity because of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company adopted ASU 2020-06 effective January 1, 2022 prospectively, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.

In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 effective January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted the ASU 2021-05 at January 1, 2022, and the adoption did not have a material impact on our Condensed Consolidated Financial Statements.

Recently Issued Accounting Standards

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) – Portfolio Layer Method, amendments in this ASU allow multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on our Condensed Consolidated Financial Statements and it is expected that the adoption will not have a material impact.

There were no other new accounting standards or updates issued or effective as of September 30, 2022, that have, or are expected to have, a material impact on our Condensed Consolidated Financial Statements.

Note 4: Business Combinations

Acquisition of ProQuest

On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt.

Issuance of 46.9 million shares(1)						$	1,094.9
Cash consideration(2)						3,959.9
Total purchase price						5,054.8
Cash acquired(3)						(52.5)
Total purchase price, net of cash acquired						$	5,002.3
(1) Based on the Company’s closing share price of $23.34 on November 30, 2021.
(2) Total cash consideration of $3,959.9 includes a base cash consideration of $3,988.0, less working capital adjustments of $31.7, less closing indebtedness adjustments of $36.6, plus closing cash consideration of $40.2.
(3) Cash acquired includes $52.5 of total cash acquired, less $2.0 of restricted cash acquired.

The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the three and nine months ended September 30, 2022, total transaction costs incurred in connection with the acquisition of ProQuest were $3.3 and $12.6, respectively. Total transaction costs during the three and nine months ended September 30, 2021 were $13.1 and $25.2, respectively. The ProQuest acquisition is reported as part of the A&G Segment, see Note 8 - Other Intangible Assets, net and Goodwill and Note 18 - Segment Information for additional information.

The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. The following table summarizes the preliminary purchase price allocation for this acquisition:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			Original Purchase Price Allocation						Measurement Period Adjustments						Updated Purchase Price Allocation
Accounts receivable			$	113.5					$	1.2					$	114.7
Prepaid expenses			22.3						0.9						23.2
Other current assets			23.7						—						23.7
Property and equipment, net			62.3						2.9						65.2
Other intangible assets(1)			3,534.7						(1.0)						3,533.7
Other non-current assets			18.0						—						18.0
Deferred income taxes			3.5						—						3.5
Operating lease right-of-use assets			28.4						—						28.4
Total assets			$	3,806.4					$	4.0					$	3,810.4
Accounts payable			17.1						—						17.1
Accrued expenses and other current liabilities			136.8						(3.6)						133.2
Current portion of long-term debt			1.1						—						1.1
Current portion of deferred revenue			335.2						—						335.2
Current portion of operating lease liabilities			8.0						—						8.0
Long-term debt			33.4						—						33.4
Deferred income taxes			58.6						0.3						58.9
Non-current portion of deferred revenue			6.8						—						6.8
Other non-current liabilities			89.2						2.1						91.3
Operating lease liabilities			23.1						—						23.1
Total liabilities			709.3						(1.2)						708.1
Fair value of acquired identifiable assets and liabilities			$	3,097.1					$	5.2					$	3,102.3
Purchase price, net of cash			$	4,994.3					$	8.0					$	5,002.3
Less: Fair value of acquired identifiable assets and liabilities			3,097.1						5.2						3,102.3
Goodwill			$	1,897.2					$	2.8					$	1,900.0
(1) Of the $3,534.7, $3,528.0 relates to the valued intangible assets as per the purchase price allocation and $6.7 relates to acquired assets under construction.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years):

			Fair Value as of December 1, 2021						Remaining Range of Years
Customer relationships			$	2,773.0					17-23
Technology & databases			709.3						5-17
Trade names			45.7						2-10
Total identifiable intangible assets			$	3,528.0

Unaudited pro forma information for the Company for the relevant periods presented as if the acquisition had occurred January 1, 2020 is as follows:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			Three Months Ended September 30,
			2021
Pro forma revenues, net			$	663.4
Pro forma net income attributable to the Company's shareholders			56.3
			Nine Months Ended September 30,
			2021
Pro forma revenues, net			$	1,992.6
Pro forma net loss attributable to the Company's shareholders			(159.5)

The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest.

The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, and (iii) acquisition-related transaction costs incurred by the Company during the three and nine months ended September 30, 2021 described above.

Note 5: Assets Held for Sale and Divested Operations

During the third quarter of 2022, the Company entered into an agreement to sell the MarkMonitor domain management business within the IP segment to Newfold Digital, a leading web presence solutions provider, for net cash proceeds of approximately $302.5. The divestiture enables improved focus on our core IP business and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management and IP services solutions. The transaction does not represent a strategic shift, nor is it expected to have a major effect on the Company’s operations or financial results. Therefore, as of September 30, 2022, the divestiture meets the held-for-sale criteria but does not qualify for discontinued operations accounting treatment.

The transaction closed on October 31, 2022. In anticipation of the sale, as of September 30, 2022, current assets of $21.8 and long-term assets of $56.5 were reclassified to current assets held for sale, while current liabilities of $47.7 and long-term liabilities of $10.6 were reclassified to current liabilities held for sale. The carrying amount of major classes of assets and liabilities that are included in the net assets held for sale as of September 30, 2022 consist of the following:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			As of September 30,
			2022
Assets:
Current assets:
Cash and cash equivalents			$	2.6
Accounts receivable, net			12.5
Prepaid expenses			4.3
Other current assets			2.4
Total current assets			21.8
Other intangible assets, net			10.6
Goodwill			42.8
Other non-current assets			0.8
Deferred income taxes			2.3
Total Assets held for sale			$	78.3
Liabilities:
Current liabilities:
Accounts payable			$	0.3
Accrued expenses and other current liabilities			2.7
Current portion of deferred revenues			44.7
Total current liabilities			47.7
Non-current portion of deferred revenues			10.3
Deferred income taxes			0.3
Total Liabilities held for sale			$	58.3

Note 6: Leases

The Company has multiple agreements to sublease operating lease right of use assets and recognized $0.7 and $0.8 of sublease income for the three months ended September 30, 2022 and 2021, respectively, and $2.2 and $2.3 of sublease income for the nine months ended September 30, 2022 and 2021, respectively, within Selling, general and administrative costs in the Condensed Consolidated Statements of Operations.

On December 1, 2021, Clarivate closed its acquisition of ProQuest. As part of the acquisition, the Company assumed a finance lease. Refer to Note 7 - Property and Equipment, Net, Note 11 - Debt, and Note 20 - Related Party Transactions for further information.

In connection with the Company's digital workplace transformation initiative and other integration activities to enable colleagues to work remotely, the Company has ceased the use of select leased sites. See Note 21 - Restructuring and Impairment for further information.

Note 7: Property and Equipment, Net

Property and equipment, net consisted of the following:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			September 30,						December 31,
			2022						2021
Computer hardware			$	44.6					$	45.5
Leasehold improvements			15.6						11.6
Furniture, fixtures and equipment			38.8						34.7
Capital office leases - finance lease asset			7.2						30.5
Other			1.9						2.3
Total property and equipment, gross			108.1						124.6
Accumulated depreciation			(51.2)						(40.8)
Total property and equipment, net			$	56.9					$	83.8

Depreciation amounted to $8.6 and $2.6 for the three months ended September 30, 2022 and 2021, respectively, and $29.0 and $9.2 for the nine months ended September 30, 2022 and 2021, respectively. There were no impairments related to leasehold improvements during the three and nine months ended September 30, 2022, compared to $0.3 and $5.5 for the three and nine months ended September 30, 2021, respectively. As a part of ProQuest Acquisition Integration Program, the Company has abandoned a portion of the Capital office lease facility during the three months ended September 30, 2022. As a result, the Company recorded a non-cash impairment charge to Restructuring and impairment within the Condensed Consolidated Statement of Operations of $13.8 for the three and nine months ended September 30, 2022 and the carrying value of the capital office leases - finance lease asset was reduced by the same amount.

Note 8: Other Intangible Assets, net and Goodwill

Other Intangible Assets, net

The following tables summarize the gross carrying amounts and accumulated amortization of the Company’s identifiable intangible assets by major class:

			September 30, 2022																		December 31, 2021
			Gross						Accumulated Amortization						Net						Gross						Accumulated Amortization						Net
Finite-lived intangible assets
Customer relationships			$	7,481.8					$	(700.9)					$	6,780.9					$	8,279.1					$	(514.8)					$	7,764.3
Databases and content			2,636.0						(724.5)						1,911.5						2,577.1						(591.0)						1,986.1
Computer software			725.3						(378.7)						346.6						733.1						(320.1)						413.0
Trade names			59.9						(17.3)						42.6						62.1						(10.5)						51.6
Backlog			28.7						(18.3)						10.4						29.1						(13.0)						16.1
Finite-lived intangible assets			10,931.7						(1,839.7)						9,092.0						11,680.5						(1,449.4)						10,231.1
Indefinite-lived intangible assets
Trade names			156.9						—						156.9						161.3						—						161.3
Total intangible assets			$	11,088.6					$	(1,839.7)					$	9,248.9					$	11,841.8					$	(1,449.4)					$	10,392.4

Amortization amounted to $161.1 and $128.1 for the three months ended September 30, 2022 and 2021, respectively, and $492.7 and $383.4 for the nine months ended September 30, 2022 and 2021, respectively.

Goodwill

The change in the carrying amount of goodwill is shown below:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			A&G Segment						LS&H Segment						IP Segment						Consolidated Total
Balance as of December 31, 2021(1)			$	2,862.6					$	1,177.3					$	3,865.0					$	7,904.9
Acquisition measurement period adjustments			2.9						3.1						—						6.0
Transferred to Assets held for sale(2)			—						—						(42.8)						(42.8)
Goodwill impairment(3)			(1,745.8)						—						(2,662.1)						(4,407.9)
Impact of foreign currency fluctuations(4)			(21.7)						(4.6)						(629.5)						(655.8)
Balance as of September 30, 2022			$	1,098.0					$	1,175.8					$	530.6					$	2,804.4
(1) The prior year amounts have been revised for a reclassification of allocated goodwill between reporting units. Refer to Note 18 - Segment Information for additional information.
(2) Relates to the MarkMonitor domain management business divestiture classified as held-for-sale as of September 30, 2022. Refer to Note 5 - Assets Held for Sale and Divested Operations for additional information.
(3) Accumulated goodwill impairment as of September 30, 2022 and December 31, 2021 was $4,407.9 and $0.0, respectively. The total goodwill impairment charge reflected in the Condensed Consolidated Statements of Operations was $4,448.6 for the three and nine months ended September 30, 2022. The difference represents the CTA impact for amounts recorded in subsidiaries with functional currencies other than USD.
(4) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of September 30, 2022 compared to December 31, 2021. Approximately half of the Company's Goodwill and Other intangible assets are denominated in GBP.

In connection with the preparation of these Condensed Consolidated Financial Statements for the three months ended September 30, 2022, the Company identified the following possible impairment indicators: (i) worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in the Company's share price during the three months ended September 30, 2022. This coincided with the Company's change in organizational structure to realign its business segments based on the products we offer and the markets they serve. With these changes, the Company changed its reportable segments, operating segments, and reporting units (see Note 18 - Segment Information). As of a result of these third quarter events, the Company performed a quantitative interim goodwill impairment assessment over the Company's reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change.

The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy.

Based on the quantitative analysis performed in connection with the Company's preparation of these Condensed Consolidated Financial Statements in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. The estimated fair value of each of the remaining reporting units exceeded their carrying values. Refer to Note 18 - Segment Information for additional information related to the Company's realignment of our reportable segments during the third quarter of 2022.

Note 9: Derivative Instruments

The Company had interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on its outstanding Term Loan arrangements. In August 2022, the Company entered into two interest rate swap arrangements relating to interest payments on a total of $779.8 of its Term Loan arrangements, effective August 5, 2022 and August 4, 2022, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of October 31, 2026. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

In March 2021, the Company replaced the interest rate swaps that matured during March 2021 and entered into new interest rate swap arrangements relating to interest payments on $350.0 of its Term Loan arrangements which were effective March 31, 2021 and have a maturity date of March 31, 2024. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

In 2019, the Company also entered into two interest rate swap arrangements relating to interest payments on a total of $100.0 of its Term Loan arrangements, effective March 31, 2021 and April 30, 2021, respectively. Both of these derivatives have notional amounts that amortize downward, and a maturity date of September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge on applicable future quarterly interest payments.

For additional information on our outstanding Term Loan and related hedging, see Note 11 - Debt and Item 3. Qualitative and Quantitative Disclosures about Market Risk.

Changes in fair value are recorded in accumulated other comprehensive income (loss) ("AOCI") and the amounts reclassified out of AOCI are recorded to Interest expense and amortization of debt discount, net. The fair value of the interest rate swaps is recorded in other current assets or accrued expenses and other current liabilities and other non-current assets or liabilities in the Condensed Consolidated Balance Sheets, according to the duration of related cash flows. The fair value of the interest rate swaps was an asset of $52.9 and $2.0 as of September 30, 2022 and December 31, 2021, respectively.

Foreign Currency Forward Contracts

The Company periodically enters into foreign currency contracts to help manage the Company’s exposure to foreign exchange rate risks. These contracts generally do not exceed 180 days in duration. The Company recognized a loss from the mark to market adjustment of $(3.7) and $(5.8) for the three months ended September 30, 2022 and 2021, respectively, and $(9.4) and $(4.0) for the nine months ended September 30, 2022 and 2021, respectively, in Other Operating (Income) Expense, Net on the Condensed Consolidated Statements of Operations. The principal amount of outstanding foreign currency contracts was $171.8 and $216.7 as of September 30, 2022 and December 31, 2021, respectively.

The Company accounts for these forward contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating (income) expense, net in the Condensed Consolidated Statements of Operations. The contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging. The total fair value of the forward contracts represented an asset balance of $0.0 and $2.2 and a liability balance of $7.8 and $0.7 as of September 30, 2022 and December 31, 2021, respectively, which was classified within Other current assets and Accrued expenses and other current liabilities, respectively, on the Condensed Consolidated Balance Sheets. See Note 10 - Fair Value Measurements for additional information related to the fair value of derivative instruments.

Note 10: Fair Value Measurements

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table provides a summary of the Company’s assets and liabilities that were recognized at fair value on a recurring basis as at September 30, 2022 and December 31, 2021:

									September 30, 2022
									Level 2						Level 3						Total Fair Value
Assets
Interest rate swap asset - current									$	2.5					$	—					$	2.5
Interest rate swap asset - non-current									50.4						—						50.4
Total									$	52.9					$	—					$	52.9
Liabilities
Warrant liability									$	—					$	25.1					$	25.1
CPA Global Equity Plan liability - current									7.9						—						7.9
Forward currency contracts liability - current									7.8						—						7.8
Total									$	15.7					$	25.1					$	40.8

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

									December 31, 2021
									Level 2						Level 3						Total Fair Value
Assets
Forward currency contracts asset - current									$	2.2					$	—					$	2.2
Interest rate swap asset - non-current									2.0						—						2.0
Total									$	4.2					$	—					$	4.2
Liabilities
Warrant liability									$	—					$	227.8					$	227.8
CPA Global Equity Plan liability - current									152.4						—						152.4
Forward currency contracts liability - current									0.7						—						0.7
Total									$	153.1					$	227.8					$	380.9

Private Placement Warrants - The following table summarizes the changes in the Private Placement Warrants liability for the three and nine months ended September 30, 2022 and 2021:

Balance at December 31, 2021			$	227.8
Mark to market gain on financial instruments			(100.4)
Exercise of Private Placement Warrants			—
Balance at March 31, 2022			$	127.4
Mark to market gain on financial instruments			(49.0)
Exercise of Private Placement Warrants			—
Balance at June 30, 2022			$	78.4
Mark to market gain on financial instruments			(53.3)
Exercise of Private Placement Warrants			—
Balance at September 30, 2022			$	25.1
Balance at December 31, 2020			$	312.8
Mark to market gain on financial instruments			(51.2)
Exercise of Private Placement Warrants			(3.6)
Balance at March 31, 2021			$	258.0
Mark to market loss on financial instruments			21.0
Exercise of Private Placement Warrants			—
Balance at June 30, 2021			$	279.0
Mark to market gain on financial instruments			(83.0)
Exercise of Private Placement Warrants			—
Balance at September 30, 2021			$	196.0

There were no transfers of assets or liabilities between levels during the three and nine months ended September 30, 2022 and 2021.

Non-Financial Assets Valued on a Non-Recurring Basis

Right of Use Asset — The Company recorded a non-cash impairment charge to reduce the carrying value of operating lease right of use assets by $2.3 and $0.8 for the three months ended September 30, 2022 and 2021, respectively, and $8.5 and

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

$51.0 for the nine months ended September 30, 2022 and 2021, respectively. Additionally, the Company incurred $0.0 and $0.2 in lease termination fees for the three months ended September 30, 2022 and 2021, respectively, and $0.4 and $3.3 during the nine months ended September 30, 2022 and 2021, respectively. Fair value assumptions including sublease probabilities and the present value factor were used in the impairment calculation.

Note 11: Debt

The following table is a summary of the Company’s debt:

												September 30, 2022												December 31, 2021
Type						Maturity						Effective Interest Rate						Carrying Value						Effective Interest Rate						Carrying Value
Senior Notes						2029						4.875		%				$	921.4					4.875		%				$	921.4
Senior Secured Notes						2028						3.875		%				921.2						3.875		%				921.2
Revolving Credit Facility						2027						5.965		%				175.0						3.359		%				175.0
Term Loan Facility						2026						6.115		%				2,797.4						3.860		%				2,818.8
Senior Secured Notes						2026						4.500		%				700.0						4.500		%				700.0
Finance lease(1)						2023						3.800		%				29.3						3.800		%				30.8
Total debt outstanding																		5,544.3												5,567.2
Debt issuance costs																		(40.5)												(47.1)
Term Loan Facility (2026), Senior Notes (2029), Senior Secured Notes (2028), discounts																		(29.3)												(33.2)
Short-term debt, including current portion of Long-term debt																		(57.4)												(30.6)
Long-term debt, net of current portion and debt issuance costs																		$	5,417.1											$	5,456.3
(1) See Note 6 - Leases for additional information.

Senior Notes (2029) and Senior Secured Notes (2028)

The Company has $921.2 aggregate principal amount of its Senior Secured Notes due in 2028 and $921.4 aggregate principal amount of its Senior Notes due in 2029. The Senior Secured Notes and Senior Notes bear interest at a rate of 3.875% and 4.875% per annum, respectively, and the interest is payable semi-annually to holders of record on June 30 and December 30 of each year. The first interest payment was paid in December 2021. Both of these series of Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate.

The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes due 2026. Both of these series of Notes are guaranteed on a joint and several basis by each of Clarivate’s indirect subsidiaries that is an obligor or guarantor under Clarivate’s existing credit facilities and senior secured notes due 2026. The Senior Notes due 2029 are the Issuer’s and such guarantors’ unsecured obligations.

The Credit Facilities

The Company's Credit Facilities consist of a $750.0 Revolving Credit Facility with a $80.0 letter of credit sublimit, due in 2027, and a $2,860.0 Term Loan Facility, due in 2026.

Revolving Credit Facility

The Revolving Credit Facility provides for revolving loans, same-day borrowings and letters of credit pursuant to commitments in an aggregate principal amount of $750.0 with a letter of credit sublimit of $80.0. Proceeds of loans made under the Revolving Credit Facility may be borrowed, repaid and reborrowed prior to the maturity of the Revolving Credit Facility. Our ability to draw under the Revolving Credit Facility or issue letters of credit thereunder will be conditioned

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

upon, among other things, delivery of required notices, accuracy of the representations and warranties contained in the Credit Agreement and the absence of any default or event of default under the Credit Agreement.

On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A. (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).

The Revolving Credit Facility carries an interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement).

In November 2021, the Company borrowed $175.0 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes. The Revolving Credit Facility is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments.

As of September 30, 2022, letters of credit totaling $9.2 were collateralized by the Revolving Credit Facility. Notwithstanding the Revolving Credit Facility, the Company had an unsecured corporate guarantee outstanding for $10.5 and cash collateralized letters of credit totaling $0.8 as of September 30, 2022, all of which were not collateralized by the Revolving Credit Facility.

Term Loan Facility (2026)

The Company has a Term Loan Facility of $2,860.0 due in 2026, which was fully drawn at closing. The principal amount of the Term Loan Facility is repaid by the Company on the last Business Day of each March, June, September and December, in an amount equal to 0.25% of the aggregate outstanding amount. As of September 30, 2022, we had $2,797.4 outstanding on our Term Loan Facility.

Senior Secured Notes (2026)

The Company has $700.0 in aggregate principal amount of Senior Secured Notes due in 2026 bearing interest at 4.50% per annum, payable semi-annually to holders of record on May 1 and November 1 of each year. The first interest payment was paid in May 2020. The Secured Notes due 2026 were issued by Camelot Finance S.A. (the "Lux Issuer"), an indirect wholly-owned subsidiary of Clarivate, and are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of Clarivate's indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and will be general senior secured obligations of the Lux Issuer and will be secured on a first-priority basis by the collateral now owned or hereafter acquired by the Lux Issuer and each of the guarantors that secures the Issuer’s and such guarantor’s obligations under the New Senior Credit Facilities (subject to permitted liens and other exceptions).

The carrying value of the Company’s variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of the Company’s debt was $5,011.8 and $5,595.5 at September 30, 2022 and December 31, 2021, respectively. The debt is considered a Level 2 liability under the fair value hierarchy.

Note 12: Revenue

Disaggregated Revenues

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

We disaggregate our revenues by segment (see Note 18 - Segment Information) and by transaction type based on revenue recognition pattern as follows:

•Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned.

•Re-occurring revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or the contract is for multiple years. Deliverables are usually received by the customer instantly or in a short period of time, at which time the revenues are recognized. The most significant component of our re-occurring revenues is our 'renewal' business within CPA Global.

•Transactional and other revenues. Transactional and other revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional and other revenues may involve sales to the same customer on multiple occasions but with different products or services comprising the order. Other revenues relate to professional services including implementation for software and software as a service ("SaaS") subscriptions. These contracts vary in length from several months to years for multi-year projects. Revenue is recognized over time utilizing a reasonable measure of progress depicting the satisfaction of the related performance obligation. Other revenues also includes one-time perpetual archive license revenues.

The following table presents the Company’s revenues by transaction type based on revenue recognition pattern for the periods presented:

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			Three Months Ended September 30,
			2022						2021
Subscription revenues			$	408.3					$	246.5
Re-occurring revenues			102.7						110.4
Transactional and other revenues			125.0						85.3
Total revenues, gross			636.0						442.2
Deferred revenues adjustment(1)			(0.3)						(0.1)
Total revenues, net			$	635.7					$	442.1
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
			Nine Months Ended September 30,
			2022						2021(1)
Subscription revenues			$	1,220.7					$	728.9
Re-occurring revenues			329.2						333.6
Transactional and other revenues			435.5						258.2
Total revenues, gross			1,985.4						1,320.7
Deferred revenues adjustment(2)			(0.9)						(4.5)
Total revenues, net			$	1,984.5					$	1,316.2
(1) Certain prior period reported amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Contract Balances

			Accounts receivable, net						Current portion of deferred revenues						Non-current portion of deferred revenues
Opening (January 1, 2022)			$	906.4					$	1,030.4					$	54.2
Closing (September 30, 2022)			748.6						857.8						37.7
Decrease / (increase)			$	157.8					$	172.6					$	16.5
Opening (January 1, 2021)			$	737.7					$	707.3					$	41.4
Closing (September 30, 2021)			610.8						579.9						44.9
Decrease / (increase)			$	126.9					$	127.4					$	(3.5)

The amount of revenue recognized in the period that was included in the opening deferred revenues balances was $872.8 and $485.7 for the nine months ended September 30, 2022 and 2021, respectively. This revenue consists primarily of subscription revenues.

Transaction Price Allocated to Remaining Performance Obligations

As of September 30, 2022, approximately $116.7 of revenue is expected to be recognized in the future from remaining performance obligations, excluding contracts with a duration of one year or less. The Company expects to recognize revenue on approximately 54% of these performance obligations over the next 12 months. Of the remaining 46%, 24% is expected to

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

be recognized within the following year, 15% is expected to be recognized within three to five years, with the final 7% expected to be recognized within six to ten years.

Note 13: Shareholders’ Equity

As of September 30, 2022, there were unlimited shares of ordinary stock authorized, 674.2 million shares issued and 673.8 million shares outstanding, with no par value. The Company held 0.4 million and 0.5 million shares as treasury shares as of September 30, 2022 and December 31, 2021, respectively. The Company’s ordinary shareholders are entitled to one vote per share.

DRG Acquisition Shares

In connection with the DRG acquisition, 2.9 million ordinary shares of the Company were issued to Piramal Enterprises Limited ("PEL") in March 2021.

MCPS Offering

In June 2021, concurrently with the June 2021 Ordinary Share Offering (see Note 1 - Background and Nature of Operations, in our Annual Report on Form 10-K), we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares ("MCPS") (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. Each of our convertible preferred shares has a liquidation preference of $100.00.

As of September 30, 2022, we recognized $6.2 of accrued preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared).

Treasury Shares

CPA Global Acquisition Shares - During the three months ended March 31, 2022, 41.7 thousand shares held in the Employee Benefit Trust ("EBT"), established for the CPA Global Equity Plan, were sold at an average net price per share of $15.01 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $0.7.

During the three months ended September 30, 2022, 140.4 thousand shares held in the EBT were sold at an average net price per share of $9.60 to fund the payment to the respective employees. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Condensed Consolidated Statement of Changes in Equity in the amount of $3.0.

During January 2021, the Company issued 1.5 million ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement for a total of $43.9, which was satisfied. See Note 19 - Commitments and Contingencies for additional details.

Share Repurchase Program and Share Retirements - In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The February 2022 repurchase program replaces the repurchase program previously announced in August 2021. During the nine months ended September 30, 2022, the Company repurchased 10.7 million ordinary shares with a total carrying value of $175.0 which were subsequently retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $7.7. As of

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

September 30, 2022, the Company had approximately $825.0 of availability remaining under this program. A summary of the ordinary shares repurchased and retired during the nine months ended September 30, 2022 is as follows:

(in millions)			Nine Months Ended September 30, 2022
Total number of shares repurchased			10.7
Average price paid per share			$	16.33
Total			$	175.0
Total shares retired			10.7
Average price paid per share			$	16.33
Total			$	175.0

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 14: Share-based Compensation

The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the "Plan"). As of September 30, 2022, approximately 31.2 million shares of the Company’s ordinary shares were available for share-based awards. The Plan provides for the issuance of stock options, restricted stock units ("RSUs") and performance share units ("PSUs"). Share-based compensation expense is recorded to the “Cost of revenues" and “Selling, general and administrative” line items on the accompanying Condensed Consolidated Statements of Operations. Total share-based compensation expense for the three and nine months ended September 30, 2022, and 2021 comprised of the following:

			Three Months Ended September 30, 2022
			Stock Options						RSUs						PSUs						CPA Global Equity Plan						Total
Cost of revenues			$	—					$	4.5					$	—					$	(0.3)					$	4.2
Selling, general and administrative costs			0.3						13.7						1.1						0.2						15.3
Total share-based compensation expense			$	0.3					$	18.2					$	1.1					$	(0.1)					$	19.5
			Nine Months Ended September 30, 2022
			Stock Options						RSUs						PSUs						CPA Global Equity Plan						Total
Cost of revenues			$	—					$	21.9					$	0.2					$	3.3					$	25.4
Selling, general and administrative costs			0.3						42.9						3.0						6.9						53.1
Total share-based compensation expense			$	0.3					$	64.8					$	3.2					$	10.2					$	78.5

			Three Months Ended September 30, 2021
			Stock Options						RSUs						PSUs						CPA Global Equity Plan						Total
Cost of revenues			$	—					$	3.9					$	0.1					$	(0.4)					$	3.6
Selling, general and administrative costs			—						7.0						1.0						(1.0)						7.0
Total share-based compensation expense			$	—					$	10.9					$	1.1					$	(1.4)					$	10.6
			Nine Months Ended September 30, 2021
			Stock Options						RSUs						PSUs						CPA Global Equity Plan						Total
Cost of revenues			$	0.1					$	12.1					$	0.4					$	21.9					$	34.5
Selling, general and administrative costs			0.4						22.1						3.4						47.4						73.3
Total share-based compensation expense			$	0.5					$	34.2					$	3.8					$	69.3					$	107.8

The following table summarizes the Company’s existing share-based compensation awards program activity for the nine months ended September 30, 2022, and 2021, respectively (in millions):

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			Nine Months Ended September 30, 2022
			Stock Options						RSUs						PSUs
Balance at December 31, 2021			4.8						4.5						1.4
Granted			—						9.9						1.2
Exercised/Vested			(0.3)						(2.5)						—
Forfeited/Unexercised			(0.1)						(0.6)						(0.3)
Balance at September 30, 2022			4.4						11.3						2.3
Total remaining unamortized compensation costs			$	—					$	111.5					$	7.9
Weighted average remaining service period			0 years						1.34 years						1.66 years

			Nine Months Ended September 30, 2021
			Stock Options						RSUs						PSUs
Balance at December 31, 2020			7.8						1.8						0.9
Granted			—						2.9						0.5
Vested			(2.7)						(0.6)						—
Forfeited			—						(0.4)						(0.1)
Balance at September 30, 2021			5.1						3.7						1.3
Total remaining unamortized compensation costs			$	—					$	50.5					$	8.8
Weighted average remaining service period			0 years						1.20 years						1.81 years

Note 15: Income Taxes

During the three months ended September 30, 2022 and 2021, the Company recognized an income tax provision of $22.1 on loss before income tax of $4,393.4 and an income tax provision of $3.7 on income before income tax of $32.1, respectively. During the nine months ended September 30, 2022 and 2021, the Company recognized an income tax provision of $48.9 on loss before income tax of $4,234.7 and $12.2 on loss before income tax of $146.9, respectively. The effective tax rate was 1.2% for the nine months ended September 30, 2022, as compared to 8.3% for the nine months ended September 30, 2021. The effective tax rate was 0.5% for the three months ended September 30, 2022, as compared to 11.5% for the three months ended September 30, 2021. The overall increase in tax expense is primarily due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the higher mark to market gain on the private warrants. The goodwill impairment had an immaterial impact on tax expense due to the Company's existing valuation allowance and not having tax basis in the majority of the goodwill that was impaired.

    

Note 16: Earnings Per Share

Basic net earnings per ordinary share from continuing operations (“EPS”) is calculated by taking Net income (loss) available to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the applicable period. Diluted net EPS is computed by taking net earnings adjusted for the effect of the fair value of Private Placement Warrants divided by the weighted average number of ordinary shares outstanding increased by the number of additional shares which have a dilutive effect.

Potential ordinary shares on a gross basis of 10.1 million and 9.7 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the nine months ended September 30, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares on a gross basis of 9.3 million and 8.8 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Award Plan were excluded from diluted EPS for the three months ended September 30, 2022 and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 13 - Shareholders’ Equity and Note 14 - Share-based Compensation for additional information.

The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted-average ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the three and nine months ended September 30, 2022, as their effect would be anti-dilutive.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

The basic and diluted EPS computations for our ordinary shares are calculated as follows:

			Three Months Ended September 30,
			2022						2021
Basic EPS
Net income (loss) available to ordinary shareholders			$	(4,415.5)					$	28.4
Dividends on preferred shares			18.9						22.4
Net income (loss) attributable to ordinary shares			$	(4,434.4)					$	6.0
Basic weighted-average number of ordinary shares outstanding			673.6						634.5
Basic EPS			$	(6.58)					$	0.01
Diluted EPS
Net income (loss) attributable to ordinary shares			$	(4,434.4)					$	6.0
Change in fair value of private placement warrants			(49.0)						(83.0)
Net income (loss) attributable to ordinary shares, diluted			$	(4,483.4)					$	(77.0)
Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic			673.6						634.5
Weighted-average effect of potentially dilutive shares to purchase ordinary shares			1.6						9.4
Diluted weighted-average number of ordinary shares outstanding			675.2						643.9
Diluted EPS			$	(6.64)					$	(0.12)
			Nine Months Ended September 30,
			2022						2021
Basic EPS
Net income (loss) available to ordinary shareholders			$	(4,283.6)					$	(159.1)
Dividends on preferred shares			56.3						22.4
Net income (loss) attributable to ordinary shares			$	(4,339.9)					$	(181.5)
Basic weighted-average number of ordinary shares outstanding			676.7						616.1
Basic EPS			$	(6.41)					$	(0.29)
Diluted EPS
Net income (loss) attributable to ordinary shares			$	(4,339.9)					$	(181.5)
Change in fair value of private placement warrants			(190.7)						(113.2)
Net income (loss) attributable to ordinary shares, diluted			$	(4,530.6)					$	(294.7)
Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic			676.7						616.1
Weighted-average effect of potentially dilutive shares to purchase ordinary shares			3.9						10.1
Diluted weighted-average number of ordinary shares outstanding			680.6						626.2
Diluted EPS			$	(6.66)					$	(0.47)

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

Note 17: Other Operating (Income) Expense, Net

Other Operating (Income) Expense, Net, consisted of the following for the three and nine months ended September 30, 2022 and 2021:

			Three Months Ended September 30,
			2022						2021
Net foreign exchange (gain) loss			$	(30.0)					$	(0.4)
Miscellaneous (income) expense, net			3.4						4.8
Other operating (income) expense, net			$	(26.6)					$	4.4
			Nine Months Ended September 30,
			2022						2021
Net foreign exchange (gain) loss			$	(73.9)					$	15.4
Miscellaneous expense (income), net			9.0						4.3
Other operating (income) expense, net			$	(64.9)					$	19.7

Note 18: Segment Information

The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM evaluates segment performance based primarily on revenue and segment Adjusted EBITDA, as described below. The CODM does not review assets by operating segment for the purposes of assessing performance or allocating resources.

At the end of the third quarter, the Company realigned its business segments based on the products we offer and the markets they serve. The composition change correlates with our One Clarivate vision, to align our operations with our customer and industry verticals, to focus outside-in on our customers and the complete portfolio of solutions we can offer them. The change was effective September 30, 2022. All segment results for prior periods have been recast to conform to the new presentation and allocation methodologies, which consists of assigning certain costs to each segment based on an identified driver. In comparison to the segments reported in our Annual Report on Form 10-K for the year ended December 31, 2021, the product groups included in the Intellectual Property segment remain unchanged. The segment realignment primarily impacted the Science segment to bifurcate between our A&G and LS&H product groups.

Academia and Government: The A&G segment provides curated high-value, structured content, discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide.

Life Sciences and Healthcare: The Life Sciences and Healthcare segment serves the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials.

Intellectual Property: The Intellectual Property segment serves customers with our patent, trademark, and IP management solutions. These solutions help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks across the entire IP lifecycle.

Each of the three operating segments represent the segments for which discrete financial information is available and upon which operating results are regularly evaluated by the CODM in order to assess performance and allocate resources. The CODM evaluates performance based primarily on segment revenue and Adjusted EBITDA. Adjusted EBITDA represents net (loss) income before the provision for income taxes, depreciation and amortization and interest expense adjusted to exclude acquisition or disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency gains/(losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash mark-to-market adjustments on financial instruments, legal settlements and other items that are included in

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period.

Revenues, net by segment

The following table summarizes revenue by reportable segment for the periods indicated:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2022						2021						2022						2021
Academia and Government			$	307.1					$	102.3					$	951.6					$	303.3
Life Sciences and Healthcare			103.6						98.5						327.7						291.1
Intellectual Property			225.0						241.3						705.2						721.8
Total Revenues, net			$	635.7					$	442.1					$	1,984.5					$	1,316.2

Adjusted EBITDA by segment

The following table presents segment profitability and a reconciliation to net income for the periods indicated:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

						Three Months Ended September 30,												Nine Months Ended September 30,
						2022						2021						2022						2021
Academia and Government						$	124.1					$	59.7					$	351.5					$	169.0
Life Sciences and Healthcare						41.5						32.2						125.4						92.3
Intellectual Property						106.0						98.1						331.4						282.5
Total Adjusted EBITDA						$	271.6					$	190.0					$	808.3					$	543.8
Provision for income taxes						(22.1)						(3.7)						(48.9)						(12.2)
Depreciation and amortization						(169.7)						(130.7)						(521.7)						(392.6)
Interest expense and amortization of debt discount, net						(71.5)						(65.3)						(193.3)						(141.2)
Mark to market gain (loss) on financial instruments(1)						53.3						83.0						202.7						113.2
Deferred revenues adjustment(2)						(0.3)						(0.1)						(0.9)						(4.5)
Transaction related costs(3)						3.7						(16.4)						(8.1)						(7.4)
Share-based compensation expense						(20.8)						(10.6)						(79.9)						(107.7)
Restructuring and impairment(4)						(26.0)						(7.1)						(56.9)						(125.7)
Goodwill impairment						(4,448.6)						—						(4,448.6)						—
Other(5)						14.9						(10.7)						63.7						(24.8)
Net (loss) income						$	(4,415.5)					$	28.4					$	(4,283.6)					$	(159.1)
Dividends on preferred shares						(18.9)						(22.4)						(56.3)						(22.4)
Net (loss) income attributable to ordinary shares						$	(4,434.4)					$	6.0					$	(4,339.9)					$	(181.5)
(1) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(3) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. The nine months ended September 30, 2021 period also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(4) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment for further information.
(5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

Note 19: Commitments and Contingencies

The Company does not have any recorded or unrecorded guarantees of the indebtedness of others.

Lawsuits and Legal Claims

The Company is engaged in various legal proceedings, claims, audits and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters and commercial matters. The outcome of all of the matters against the Company is subject to future resolution, including the uncertainties of litigation.

From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us.

Our best estimate of the Company's potential liability for the larger legal claims is approximately $55, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters.

Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020 and February 2, 2022, and/or acquired Clarivate common or preferred shares in connection with offerings on June 10, 2021, or Clarivate common shares in connection with a September 13, 2021 offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022 of certain of the Company’s previously issued financial statements; the amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. On June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022 and filed its preliminary objections to the state court complaint on October 21, 2022. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters.

Contingent Liabilities

In conjunction with the acquisition of DRG, the Company agreed to pay up to 2.9 million shares as contingent stock consideration, valued at $58.9 on the closing date of the acquisition. Amounts payable were contingent upon any indemnity losses or claims to indemnity losses occurring within that one-year period. During March 2021, the Company issued 2.9 million shares as per the purchase agreement for the acquisition of DRG for a total of $61.6 which was satisfied. The issuance of these shares represents a non-cash financing activity on the Condensed Consolidated Statement of Cash Flows.

In conjunction with the acquisition of CPA Global, the Company agreed to pay up to 1.5 million shares as contingent stock consideration, valued at $46.5 on the closing date of the acquisition. The amount was payable 110 days after the acquisition date and was contingent upon any indemnity losses or claims for indemnity losses as defined in the purchase agreement. During January 2021, the Company issued 1.5 million shares as per the purchase agreement for the acquisition of CPA Global related to a hold-back clause for a total of $43.9 which was satisfied. The issuance of these shares represents a non-cash financing activity on the statement of cash flows.

As of September 30, 2022 and December 31, 2021, there were no outstanding contingent liabilities.

Note 20: Related Party Transactions

One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $(0.1) and $0.3 for the three months ended September 30, 2022 and 2021, respectively, and $1.2 and $0.8 during the nine months ended September 30, 2022 and 2021, respectively, from this customer and had $0.8 receivables outstanding as of September 30, 2022 and $0.1 outstanding as of December 31, 2021.

One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 and $0.4 during the three and nine months ended September 30, 2022, respectively, from this customer and had $0.1 of receivables outstanding as of September 30, 2022.

Our Chief Executive Officer is also a director on the board of one of Clarivate’s vendors. The Company incurred expenses of $0.2 and $0.6 during the three and nine months ended September 30, 2022, respectively, associated with this vendor and had $0.4 of outstanding liability as of September 30, 2022.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

On May 15, 2021, Clarivate entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, LGP. Capri and NewCo are controlled by LGP and held Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177.2 million of its Clarivate ordinary shares to NewCo. Clarivate then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri. This transaction did not involve any change in beneficial ownership of Clarivate’s ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to Clarivate by shareholders at its 2021 Annual General Meeting, following its acquisition of Newco, Clarivate purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Condensed Consolidated Financial Statements.

On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three and nine months ended September 30, 2022, interest expense of $0.3 and $0.9, respectively, and amortization of the Finance lease right of use asset ("ROU") of $2.2 and $9.9, respectively, is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $7.2 is presented within Property, Plant, and Equipment (see Note 7 - Property and Equipment, Net) and the corresponding lease liability of $29.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet.

Note 21: Restructuring and Impairment

One Clarivate Program

During the second quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $2.6 and $10.1 in severance costs and $0.0 and $1.7 in other costs incurred during the three months ended September 30, 2022 and 2021, respectively. Costs incurred during the nine months ended September 30, 2022 and 2021 include $13.7 and $12.1 in severance costs and $0.1 and $1.7 in other costs respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $1.6, $0.4, and $0.6 of the expense, respectively, during the three months ended September 30, 2022 and $7.8, $2.4, and $3.6, respectively, during the nine months ended September 30, 2022. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $4.1, $2.3, and $5.4 of the expense, respectively, during the three months ended September 30, 2021 and $5.1, $2.6, and $6.1 during the nine months ended September 30, 2021.

ProQuest Acquisition Integration Program

During the fourth quarter 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary cost savings driver being from a reduction in workforce. Components of the pre-tax charges include $6.6 and $18.6 in severance costs and $16.5 and $24.6 in other costs incurred during the three and nine months ended September 30, 2022, respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $12.5, $3.3, and $7.3 of the expense, respectively, during the three months ended September 30, 2022 and $23.8, $6.2, and $13.2, respectively, during the nine months ended September 30, 2022.

Other Restructuring Programs

During 2020 and the fourth quarter 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we implemented several cost-saving and margin improvement programs designed to generate substantial incremental cash flows including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. The costs associated with these programs were substantially complete as of September 30, 2022. Components of the pre-tax charges include $0.2 and $(7.7) in severance costs and $0.2 and $2.6 in other costs incurred during the three months ended September 30, 2022 and 2021, respectively. Costs incurred during the nine months ended September 30, 2022 and 2021 include $(0.5) and $38.8 in

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

severance costs, respectively, and $0.5 and $72.7 in other costs, respectively. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $0.2, $0.0, and $0.2 of the expense, respectively, during the three months ended September 30, 2022 and $0.1, $(0.1), and $0.0 during the nine months ended September 30, 2022. The Academia and Government, Life Science and Healthcare, and Intellectual Property Segments incurred $(0.8), $(0.2), and $(4.1) of the expense, respectively, during the three months ended September 30, 2021 and $22.8, $24.4, and $64.3, respectively, during the nine months ended September 30, 2021.

The table below summarizes the activity related to the restructuring reserves across each of Clarivate's cost-saving programs.

Restructuring Programs						Severance and Related Benefit Costs						Costs Associated with Exit and Disposal Costs(1)						Total
Reserve Balance as of December 31, 2021						$	28.3					$	0.7					$	29.0
Expenses recorded(2)						10.3						1.4						11.7
Payments made						(23.7)						(0.5)						(24.2)
Noncash items						(0.1)						0.5						0.4
Reserve Balance as of March 31, 2022						$	14.8					$	2.1					$	16.9
Expenses recorded(2)						12.1						7.1						19.2
Payments made						(10.9)						(2.2)						(13.1)
Noncash items						(2.5)						(5.9)						(8.4)
Reserve Balance as of June 30, 2022						$	13.5					$	1.1					$	14.6
Expenses recorded						9.3						16.7						26.0
Payments made						(9.0)						(0.3)						(9.3)
Noncash items						(1.1)						(17.2)						(18.3)
Reserve Balance as of September 30, 2022						$	12.7					$	0.3					$	13.0
Reserve Balance as of December 31, 2020						$	25.7					$	3.8					$	29.5
Expenses recorded(2)						22.2						45.7						67.9
Payments made						(15.9)						(4.2)						(20.1)
Noncash items						(1.4)						(40.9)						(42.3)
Reserve Balance as of March 31, 2021						$	30.6					$	4.4					$	35.0
Expenses recorded(2)						26.2						24.5						50.7
Payments made						(10.6)						(22.8)						(33.4)
Asset Impairment Charge						—						(2.7)						(2.7)
Reserve Balance as of June 30, 2021						$	46.2					$	3.4					$	49.6
Expenses recorded						2.7						4.4						7.1
Payments made						(13.7)						(2.0)						(15.7)
Asset Impairment Charge						—						(0.8)						(0.8)
Reserve Balance as of September 30, 2021						$	35.2					$	5.0					$	40.2
(1) Relates primarily to lease exit costs and legal and advisory fees. Certain prior period amounts were revised for both the three months ended March 31, 2021 and June 30, 2021 to properly reflect certain cash payments previously omitted or classified as Noncash items.
(2) Expenses include the acceleration of phantom equity awards under the CPA Global Equity Plan that were held by employees whose employment was involuntarily terminated. These expenses will be paid in cash and are accounted for as a liability award.

The following table is a summary of charges incurred related to the Company's restructuring programs for the three and nine months ended September 30, 2022 and 2021.

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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(In millions, except option prices, ratios or as noted)

			Three Months Ended September 30,
			2022						2021
Severance and related benefit costs			$	9.3					$	2.7
Costs associated with exit and disposal activities(1)			0.1						3.4
Costs associated with lease exit costs including impairment(2)			16.6						1.0
Total restructuring and impairment			$	26.0					$	7.1
			Nine Months Ended September 30,
			2022						2021
Severance and related benefit costs			$	31.8					$	51.2
Costs associated with exit and disposal activities(1)			2.1						5.6
Costs associated with lease exit costs including impairment(2)			23.0						68.9
Total restructuring and impairment			$	56.9					$	125.7
(1) Relates primarily to contract exit costs, legal and advisory fees.
(2) Relates primarily to lease exit costs.

Lease Impairments

The Company evaluates long-lived assets for indicators of impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers a triggering event to have occurred upon exiting a facility if the expected undiscounted cash flows for the sublease period are less than the carrying value of the assets group. An impairment charge is recorded in the excess of each operating lease ROU asset's carrying amount over its estimated fair value. In connection with the Company's digital workplace transformation initiative to enable colleagues to work remotely, the Company ceased the use of select leased sites during the nine months ended September 30, 2022 and 2021. As a result, the Company recorded a non-cash impairment charge to restructuring and impairment within the Condensed Consolidated Statement of Operations based on the estimate of future recoverable cash flows of $16.1 and $0.8 for the three months ended September 30, 2022 and 2021, respectively, and $22.3 and $51.0 for the nine months ended September 30, 2022 and 2021, respectively. Additionally, the Company incurred $0.0 and $0.2 in lease termination fees during the three months ended September 30, 2022 and 2021, respectively, and $0.4 and $3.3 during the nine months ended September 30, 2022 and 2021, respectively.

Note 22: Subsequent Events

On October 31, 2022, the Company completed the sale of MarkMonitor and expects to recognize a pre-tax gain from the sale. Concurrent with the sale, the Company made a prepayment of $300 on our term loan facility.

Management has evaluated the impact of events that have occurred subsequent to September 30, 2022. Based on this evaluation, other than disclosed within these Condensed Consolidated Financial Statements and related notes, the Company has determined no other events were required to be recognized or disclosed.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K and the unaudited Condensed Consolidated Financial Statements, including the notes thereto, included elsewhere in this report. Certain statements in this section are forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under Item 1A. Risk Factors. Certain income statement amounts discussed herein are presented on an actual and on a constant currency basis. We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year. Certain amounts that appear in this section may not sum due to rounding.

Overview

We offer a collection of high quality, market leading information and analytic products and solutions through our Academia and Government ("A&G") segment, Life Sciences and Healthcare ("LS&H") segment, and Intellectual Property (“IP”) segment, which are also our reportable segments. Our A&G segment consists of our Academia and Government product group as well as Web of Science products. The A&G segment provides curated high-value, structured content, discovery solutions and related software applications that are embedded into the workflows of our customers, which include libraries, universities and research institutions world-wide. The LS&H segment contains our products and solutions which serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Our IP segment consists of our patent, trademark, and IP management products and solutions. These products and solutions help manage customers' end-to-end portfolio of intellectual property from patents to trademarks across the entire IP lifecycle.

Factors Affecting the Comparability of Our Results of Operations

There have been no material changes to the factors affecting the comparability of our results of operations associated with our business previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of Our Results of Operations section in our Annual Report on Form 10-K, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of Our Results of Operations section, in our Annual Report on Form 10-K.

Acquisition of ProQuest

On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in cash.

Public Ordinary and Mandatory Convertible Preferred Share Offerings

In June 2021, we completed an underwritten public offering of 44.2 million of our ordinary shares at a share price of $26.00, of which 28.8 million ordinary shares were issued and sold by Clarivate and 15.4 million ordinary shares were sold by selling shareholders (which included 5.8 million ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares).

Concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares (which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares).

Key Performance Indicators

We regularly monitor the following key performance indicators to evaluate our business and trends, measure our performance, prepare financial projections and make strategic decisions. We include Revenue growth, Adjusted EBITDA, Adjusted EBITDA margin, Annualized Contract Value, Annual Revenue Renewal Rates, Free Cash Flow and Adjusted

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Free Cash Flow as key performance indicators because they are a basis upon which our management assesses our performance and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.

Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted Free Cash Flow are financial measures that are not prepared in accordance with U.S. generally accepted accounting principles (“non-GAAP”). Although we believe these measures are useful for investors for the same reasons, we recommend users of the financial statements note these measures are not a substitute for GAAP financial measures or disclosures.

Revenue growth

We review year-over-year revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year revenue growth by transaction type to help us identify and address broad changes in product mix, and by geography to help us identify and address broad changes and revenue trends by region. We measure revenue growth in terms of organic, acquisitive, and foreign currency impacts. We define these components as follows:

•Organic: We define organic revenue growth as total revenue growth from continuing operations for all factors other than acquisitions and foreign currency movements. We drive this type of revenue growth through pricing, up-selling and cross-selling efforts, securing new customer business, and the sale of new or enhanced product offerings.

•Acquisitive: We define acquisitive revenue as the revenue generated from acquired products and services from the date of acquisition to the first anniversary date of that acquisition. This type of growth comes as a result of our strategy of the pursuit of acquisition opportunities.

•Foreign Currency: We define the foreign currency impact on revenue as the difference between current revenue at current exchange rates and current revenue at the corresponding prior period exchange rates. Due to the significance of revenue transacted in foreign currencies, we believe that it is important to measure the impact of foreign currency movements on revenue.

Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. See Certain Non-GAAP Measures - Adjusted EBITDA and Adjusted EBITDA margin for important information on the limitations of Adjusted EBITDA and its reconciliation to our net loss under U.S. GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains (losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues prior to the adoption of FASB ASU No. 2021-08 in 2021, non-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.

Annualized Contract Value

Annualized Contract Value (“ACV”), at a given point in time, represents the annualized value for the next 12 months of subscription-based client license agreements, assuming that all expiring license agreements during that period are renewed at their current price level. License agreements may cover more than one product and the standard subscription period for each license agreement typically runs for no less than 12 months. The renewal period for our subscriptions starts 90 days before the end of the current subscription period, during which customers must provide notice of whether they intend to renew or cancel the license agreement.

An initial subscription period for new customers may be for a term of less than 12 months, in certain circumstances. Most of our customers, however, opt to enter into a full 12-month initial subscription period, resulting in renewal periods spread

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

throughout the calendar year. Customers that license more than one subscription-based product may, at any point during the renewal period, provide notice of their intent to renew only certain subscriptions within the license agreement and cancel other subscriptions, which we typically refer to as a downgrade. In other instances, customers may upgrade their license agreements by adding additional subscription-based products to the original agreement. Our calculation of ACV includes the impact of downgrades, upgrades, price increases, and cancellations that have occurred as of the reporting period. For avoidance of doubt, ACV does not include fees associated with transactional and re-occurring revenues.

We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated through subscription-based and re-occurring revenues, which accounted for 80.4% and 80.7% of our total revenues for the three months ended September 30, 2022 and 2021 and 78.1% and 80.7% for the nine months ended September 30, 2022 and 2021, respectively. We calculate and monitor ACV for each of our segments and use the metric as part of our evaluation of our business and trends.

The amount of actual subscription revenues that we earn over any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for numerous reasons, including subsequent changes in annual revenue renewal rates, impact of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures.

We calculate the ACV on a constant currency basis to exclude the effect of foreign currency fluctuations.

The following table presents ACV as of the dates indicated:

			September 30,												Change(1)
			2022						2021												2022 vs. 2021
Annualized Contract Value			$	1,647.1					$	936.7											$	710.4					75.8		%
(1) The change in ACV is primarily due to the acquisition of ProQuest in December 2021, supplemented by organic ACV growth of 3.9%.

Annual Revenue Renewal Rates

Our revenues are primarily subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for the subsequent reporting period.

“Annual revenue renewal rate” is the metric we use to determine renewal levels by existing customers across all of our Segments, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual revenue renewal rate for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements that come up for renewal in that period. “Open renewals,” which we define as existing subscription product license agreements that come up for renewal but are neither renewed nor canceled by customers during the applicable reposting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual revenue renewal rate to reflect the value of product downgrades but not the value of product upgrades upon renewal, because upgrades reflect the purchase of additional services.

The impact of upgrades, new subscriptions and product price increases is reflected in ACV, but not in annual revenue renewal rates. Our annual revenue renewal rates were 92.0% and 90.6% for the nine months ended September 30, 2022, and 2021, respectively.

Free Cash Flow and Adjusted Free Cash Flow

We use free cash flow and adjusted free cash flow in our operational and financial decision-making and believe free cash flow and adjusted free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt. Our presentation of free cash flow and adjusted free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

We define free cash flow as net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease-exit activities, payments related to the CPA Global equity plan, transaction related costs, interest on debt held in escrow, debt issuance costs, and other one-time payments that the Company does not consider indicative of its ongoing operating performance. For further discussion on free cash flow and adjusted free cash flow, including a reconciliation to cash flows provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.

Key Components of Our Results of Operations

There have been no material changes to the key components of our results of operations discussed in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations to our Annual Report on Form 10-K for the year ended December 31, 2021.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Results of Operations

Revenues, net

Total Revenue

Revenues, net of $635.7 for the three months ended September 30, 2022, increased by $193.6, or 43.8%, from $442.1 for the three months ended September 30, 2021. On a constant currency basis, Revenues, net increased by $225.1, or 50.9% for the three months ended September 30, 2022. Revenues, net of $1,984.5 for the nine months ended September 30, 2022, increased by $668.3, or 50.8%, from $1,316.2 for the nine months ended September 30, 2021. On a constant currency basis, Revenues, net increased by $738.8, or 56.1% for the nine months ended September 30, 2022. Organic revenue growth was slightly impacted by our decision to cease commercial operations in Russia in March 2022.

Revenue by Transaction Type

The following tables present the amounts of our subscription, re-occurring and transactional and other revenues for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.

															Variance Increase/(Decrease)						Percentage of Factors Increase/(Decrease)
			Three Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021
Subscription revenues			$	408.3					$	246.5					$	161.8		65.6		%	68.4		%				(7.0)		%	4.3		%
Re-occurring revenues			102.7						110.4						(7.7)			(7.0)		%	—		%				(9.4)		%	2.4		%
Transactional and other revenues			125.0						85.3						39.7			46.5		%	60.5		%				(4.6)		%	(9.4)		%
Deferred revenues adjustment(1)			(0.3)						(0.1)						(0.2)			(200.0)		%	(200.0)		%				—		%	—		%
Revenues, net			$	635.7					$	442.1					$	193.6		43.8		%	49.7		%				(7.1)		%	1.2		%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

On a constant currency basis, subscription revenues increased by $179.0, or 72.6%. Acquisitive subscription growth was primarily generated from the ProQuest Transaction. Organic subscription revenues increased primarily due to price increases and the benefit of net installations.

On a constant currency basis, re-occurring revenues increased by $2.7, or 2.4%. Organic re-occurring revenues increased due to increases in patent renewal volumes and improvements in yield per case.

On a constant currency basis, transactional and other revenues increased by $43.6, or 51.1%. Acquisitive transactional growth was primarily generated from the ProQuest Transaction. Organic transactional and other revenues declined due to lower custom data sales and consulting services revenue.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

															Variance Increase/(Decrease)						Percentage of Factors Increase/(Decrease)
			Nine Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021(1)
Subscription revenues			$	1,220.7					$	728.9					$	491.8		67.5		%	68.7		%				(5.0)		%	3.8		%
Re-occurring revenues			329.2						333.6						(4.4)			(1.3)		%	—		%				(7.5)		%	6.1		%
Transactional and other revenues			435.5						258.2						177.3			68.7		%	73.4		%				(3.6)		%	(1.1)		%
Deferred revenues adjustment(2)			(0.9)						(4.5)						3.6			80.0		%	80.0		%				—		%	—		%
Revenues, net			$	1,984.5					$	1,316.2					$	668.3		50.8		%	52.7		%				(5.4)		%	3.4		%
(1) Certain prior period reported amounts have been reclassified to conform to current period presentation.
(2) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

On a constant currency basis, subscription revenues increased by $528.1, or 72.5%. Acquisitive subscription growth was primarily generated from the ProQuest Transaction. Organic subscription revenues increased primarily due to price increases and the benefit of net installations.

On a constant currency basis, re-occurring revenues increased by $20.5, or 6.1%. Organic re-occurring revenues increased primarily due to increases in patent renewal volumes and improvements in yield per case.

On a constant currency basis, transactional and other revenues increased by $186.6, or 72.3%. Acquisitive transactional growth was primarily generated from the ProQuest Transaction. Organic transactional and other revenues declined due to lower trademarks transactional volumes and consulting services revenue.

Revenue by Geography

The below tables present our revenues split by geographic region, separating the impacts of the deferred revenues adjustment:

															Variance Increase/(Decrease)						Percentage of Factors Increase/(Decrease)
			Three Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021
Americas			$	349.2					$	217.8					$	131.4		60.3		%	63.5		%				(2.5)		%	(0.6)		%
Europe/Middle East/Africa			167.6						131.1						36.5			27.8		%	39.9		%				(11.9)		%	(0.2)		%
Asia Pacific			119.2						93.3						25.9			27.8		%	31.7		%				(11.3)		%	7.3		%
Deferred revenues adjustment(1)			(0.3)						(0.1)						(0.2)			(200.0)		%	(200.0)		%				—		%	—		%
Revenues, net			$	635.7					$	442.1					$	193.6		43.8		%	49.7		%				(7.1)		%	1.2		%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Acquisitive growth for all regions was primarily related to the ProQuest Transaction. On a constant currency basis, Americas revenues increased by $136.8, or 62.8%, primarily due to acquisitive growth, with organic decline due to lower transactional and other revenues offsetting growth in subscription and re-occurring revenue. On a constant currency basis, Europe/Middle East/Africa revenues increased by $52.1, or 39.7%, primarily due to acquisitive growth, with organic decline due to lower transactional and other revenues. On a constant currency basis, Asia Pacific revenues increased by $36.4, or

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

39.0%, primarily due to acquisitive growth and organic growth realized across all segments and among subscription, re-occurring and transactional and other revenues.

												Variance Increase/(Decrease)									Percentage of Factors Increase/(Decrease)
			Nine Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021
Americas			$	1,094.0					$	642.4					$	451.6		70.3		%	68.2		%				(2.0)		%	4.1		%
Europe/Middle East/Africa			523.7						396.7						127.0			32.0		%	40.5		%				(8.6)		%	0.1		%
Asia Pacific			367.7						281.6						86.1			30.6		%	32.3		%				(8.3)		%	6.6		%
Deferred revenues adjustment(1)			(0.9)						(4.5)						3.6			80.0		%	80.0		%				—		%	—		%
Revenues, net			$	1,984.5					$	1,316.2					$	668.3		50.8		%	52.7		%				(5.4)		%	3.4		%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Acquisitive growth for all regions was primarily related to the ProQuest Transaction. On a constant currency basis, Americas revenues increased by $464.5, or 72.3%, with organic growth due to improved subscription and re-occurring revenues. On a constant currency basis, Europe/Middle East/Africa revenues increased by $161.2, or 40.6%, primarily due to acquisitive growth. On a constant currency basis, Asia Pacific revenues increased by $109.5, or 38.9%, primarily due to acquisitive growth and organic growth realized across all segments and among subscription, re-occurring and transactional and other revenues.

Revenue by Segment

The following tables, and the discussions that follow, present our revenues by segment for the periods indicated.

															Variance Increase/(Decrease)						Percentage of Factors Increase/(Decrease)
			Three Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021
Academia and Government			$	307.1					$	102.3					$	204.8		200.2		%	206.0		%				(8.1)		%	2.3		%
Life Sciences and Healthcare			103.6						98.5						5.1			5.2		%	9.5		%				(4.6)		%	0.2		%
Intellectual Property			225.3						241.4						(16.1)			(6.7)		%	—		%				(7.7)		%	1.1		%
Deferred revenues adjustment(1)			(0.3)						(0.1)						(0.2)			(200.0)		%	(200.0)		%				—		%	—		%
Revenues, net			$	635.7					$	442.1					$	193.6		43.8		%	49.7		%				(7.1)		%	1.2		%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Academia and Government Segment: On a constant currency basis, revenues increased by $213.1, or 208.3%. Acquisitive growth was generated from the ProQuest Transaction. Organic revenue growth reflects increases in subscription revenue primarily due to price increases and the benefit of net installations.

Life Sciences and Healthcare Segment: On a constant currency basis, revenues increased by $9.6, or 9.7%. Organic revenue growth reflects subscription revenue growth offset by declines in transactional and other revenues in custom data sales and consulting services revenue.

Intellectual Property Segment: On a constant currency basis, revenues increased by $2.6, or 1.1%. Organic revenue growth reflects increases in subscription and re-occurring revenues. Organic subscription revenues growth primarily due to price increases and the benefit of net installations. Re-occurring revenue growth is due to improved volumes and yield per case.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

															Variance Increase/(Decrease)						Percentage of Factors Increase/(Decrease)
			Nine Months Ended September 30,												Total Variance (Dollars)			Total Variance (Percentage)			Acquisitions						FX Impact			Organic
(in millions, except percentages)			2022						2021
Academia and Government			$	951.6					$	303.3					$	648.3		213.7		%	217.9		%				(5.6)		%	1.4		%
Life Sciences and Healthcare			327.7						291.1						36.6			12.6		%	9.9		%				(3.5)		%	6.1		%
Intellectual Property			706.1						726.3						(20.2)			(2.8)		%	—		%				(6.0)		%	3.2		%
Deferred revenues adjustment(1)			(0.9)						(4.5)						3.6			80.0		%	80.0		%				—		%	—		%
Revenues, net			$	1,984.5					$	1,316.2					$	668.3		50.8		%	52.7		%				(5.4)		%	3.4		%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606 Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.

Academia and Government Segment: On a constant currency basis, revenues increased by $665.3, or 219.4%, primarily due to acquisitive growth and organic subscription revenues growth. Acquisitive growth was primarily generated from the ProQuest Transaction. Organic revenues, on a constant currency basis, increased primarily due to subscription revenues due to price increases and the benefit of net installations.

Life Science and Healthcare Segment: On a constant currency basis, revenues increased by $46.7, or 16.0%. Organic revenues, on a constant currency basis, increased primarily due to subscription revenues growth due to price increases and the benefit of net installations and transaction and other revenue growth on increases in custom data sales.

Intellectual Property Segment: On a constant currency basis, revenues increased by $23.2, or 3.2%. Organic revenues, on a constant currency basis, increased primarily due to growth in re-occurring revenues from patent renewal volumes and improvements in yield per case and subscription revenues due to price increases and the benefit of net installations.

Operating Expenses

The following table presents certain of our operating expense line item amounts and their associated percentage of revenue:

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,												Change 2022 vs. 2021
(in millions, except percentages)			2022						2021						$						%						2022						2021						$						%
Operating Expenses:
Cost of revenues			$	223.7					$	140.7					$	83.0					59.0		%				$	717.0					$	438.3					$	278.7					63.6		%
Selling, general and administrative costs			169.5						144.8						24.7						17.1		%				549.3						458.8						90.5						19.7		%
Total cost of revenues and selling, general and administrative costs			$	393.2					$	285.5					$	107.7					37.7		%				$	1,266.3					$	897.1					$	369.2					41.2		%
Depreciation and amortization expense			$	169.7					$	130.7					$	39.0					29.8		%				$	521.7					$	392.6					$	129.1					32.9		%
As a percentage of revenue:
Total cost of revenues and selling, general and administrative costs			61.9		%				64.6		%																63.8		%				68.2		%
Depreciation and amortization expense			26.7		%				29.6		%																26.3		%				29.8		%

Cost of Revenues

On a constant currency basis, cost of revenues increased by $92.7, or 65.9%, for the three months ended September 30, 2022. Cost of revenues as a percentage of revenues, net increased by 3.4% to 35.2% for the three months ended September 30, 2022 compared to 31.8% for the three months ended September 30, 2021. The increase for the three months ended September 30, 2022 was primarily due to an increase from the acquisition of ProQuest, which was acquired in December

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

2021 and has no prior year comparative amount. Partially driving the increase is an increase in production headcount and compensation costs of approximately 3%.

On a constant currency basis, cost of revenues increased by $298.7, or 68.1%, for the nine months ended September 30, 2022. The increase for the nine months ended September 30, 2022 was primarily due to an increase from the acquisition of ProQuest. The increase was partially offset by a reduction in people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow. See Note 21 - Restructuring and Impairment for further information. Cost of revenues as a percentage of revenues, net increased by 2.8% to 36.1% for the nine months ended September 30, 2022 compared to 33.3% for the nine months ended September 30, 2021.

Selling, General and Administrative

On a constant currency basis, selling, general and administrative expense increased by $32.6, or 22.5%, for the three months ended September 30, 2022, primarily due to additional expense from the acquisition of ProQuest. The increase was partially offset by a reduction in CPA Global people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow. Selling, general and administrative costs as a percentage of revenues, net decreased by 6.1% to 26.7% for the three months ended September 30, 2022 compared to 32.8% for the three months ended September 30, 2021, largely driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the One Clarivate, ProQuest, and CPA Global Acquisition Integration.

On a constant currency basis, selling, general and administrative expense increased by $107.1, or 23.3%, for the nine months ended September 30, 2022, primarily due to additional expense from the acquisition of ProQuest and mark to market gains on contingent shares that settled in the first quarter of 2021 associated with the CPA Global and DRG acquisitions that did not reoccur in the current year period. These increases were partially offset by a reduction in CPA Global people related costs primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow and a decrease in share-based compensation expense related to phantom equity awards under the CPA Global Equity Plan. Selling, general and administrative costs as a percentage of revenues, net decreased by 7.2% to 27.7% for the nine months ended September 30, 2022 compared to 34.9% for the nine months ended September 30, 2021.

Depreciation and amortization

The increase for the three and nine months ended September 30, 2022 was driven by the additional depreciation and amortization on assets acquired through the ProQuest Transaction. This increase was partially offset by run-off of previously purchased capital assets. As a percentage of revenues, net, depreciation and amortization expense decreased by 2.9% to 26.7% for the three months ended September 30, 2022 compared to 29.6% for the three months ended September 30, 2021. For the nine months ended September 30, 2022, expressed as a percentage of revenues, net, depreciation and amortization expense decreased by 3.5% to 26.3% compared to 29.8% for the nine months ended September 30, 2021.

Restructuring and Impairment

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,																		Change 2022 vs. 2021
			2022						2021						$						%						2022						2021												$						%
Restructuring and impairment			$	26.0					$	7.1					$	18.9					266.2		%				$	56.9					$	125.7											$	(68.8)					(54.7)		%

The decrease for the nine months ended September 30, 2022, was primarily driven by wind down of expenses associated with the CPA Global Acquisition Integration and Optimization Program, DRG Acquisition Integration Program, and Operation Simplification and Optimization Program, which were substantially complete as of June 30, 2022. The decrease was partially offset by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the One Clarivate and ProQuest Acquisition Integration Programs. See Note 21 - Restructuring and Impairment for further information.

The following table summarizes the total costs incurred to date and expected costs to be incurred in a future period for each program.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

			Total Costs Incurred to Date						Costs Expected to be Incurred in Future Periods
One Clarivate Program			$	33.7					$	15.0
ProQuest Acquisition Integration Program			45.1						15.0
Other Restructuring Programs:
CPA Global Acquisition Integration and Optimization Program			127.3						—
DRG Acquisition Integration Program			7.5						—
Operation Simplification and Optimization Program			44.5						—
Total Other Restructuring Programs			$	179.3					$	—

Goodwill impairment

Indicators of possible impairment were identified in connection with the Company's preparation of these Condensed Consolidated Financial Statements primarily due to worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates as well as sustained declines in the Company's share price during the three months ended September 30, 2022. A quantitative goodwill impairment assessment was performed over the Company's reporting units resulting in goodwill impairment of $4,448.6 for the three and nine months ended September 30, 2022.

Other Operating (Income) Expense, Net

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,												Change 2022 vs. 2021
			2022						2021						$						%						2022						2021						$						%
Other operating (income) expense, net			$	(26.6)					$	4.4					$	31.0					704.5		%				$	(64.9)					$	19.7					$	84.6					429.4		%

The fluctuations for the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021, respectively, were primarily driven by the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency, with the largest impacts derived from transactions denominated in GBP.

Mark to Market (Gain) Loss on Financial Instruments

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,												Change 2022 vs. 2021
			2022						2021						$						%						2022						2021						$						%
Mark to market (gain) loss on financial instruments			$	(53.3)					$	(83.0)					$	(29.7)					(35.8)		%				$(202.7)						$(113.2)						$	89.5					79.1		%

The increase was driven by the change in the Company’s share price and its impact as an input to the Black-Scholes option valuation model for the three and nine months ended September 30, 2022, as compared to the three and nine months ended September 30, 2021, respectively.

Interest Expense and amortization of debt discount, Net

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,												Change 2022 vs. 2021
			2022						2021						$						%						2022						2021						$						%
Interest expense and amortization of debt discount, net			$	71.5					$	65.3					$	6.2					9.5		%				$	193.3					$	141.2					$	52.1					36.9		%

The increases were primarily attributed to the private placement offerings and subsequent exchange offers of our New Senior Secured Notes due 2028 and Senior Notes due 2029, which took place in the second and third quarter of 2021, respectively.

Provision (benefit) for Income Taxes

Provision for income taxes of $22.1 on pre-tax book expense of $4,393.4 for the three months ended September 30, 2022, increased by $18.4 from a provision of $3.7 on a pre-tax book income of $32.1 for the three months ended September 30, 2021. Provision for income taxes of $48.9 on pre-tax book expense of $4,234.7 for the nine months ended September 30, 2022, increased by $36.7 from a provision of $12.2 on a pre-tax book expense of $146.9 for the nine months ended September 30, 2021. The effective tax rate was 1.2% for the nine months ended September 30, 2022, as compared to 8.3% for the nine months ended September 30, 2021. The overall increase in tax expense is due to the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the higher mark to market gain on the private warrants. The current quarter effective tax rate may not be indicative of our effective tax rates for future periods.

Dividends on Preferred Shares

			Three Months Ended September 30,												Change 2022 vs. 2021												Nine Months Ended September 30,												Change 2022 vs. 2021
			2022						2021						$						%						2022						2021						$						%
Dividends on preferred shares			$	18.9					$	22.4					$	(3.5)					(15.6)		%				$	56.3					$	22.4					$	33.9					151.3		%

The fluctuation for the nine months ended September 30, 2022, as compared to the nine months ended September 30, 2021, was due to to the dividends on our mandatory convertible preferred shares that are calculated at an annual rate of 5.25% of the liquidation preference of $100.00 per share. The dividends on our preferred shares were first declared in the third quarter of 2021, and as a result, accumulated more expense in 2022 compared to 2021.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Certain Non-GAAP Measures

We include non-GAAP measures in this quarterly report, including Adjusted EBITDA, Adjusted EBITDA margin, Free Cash Flow and Adjusted Free Cash Flow, because they are a basis upon which our management assesses our performance, and we believe they reflect the underlying trends and indicators of our business by allowing management to focus on the most meaningful indicators of our continuous operational performance.

Although we believe these measures are useful for investors for the same reasons, we recommend users of the financial statements to note these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure.Adjusted EBITDA and Adjusted EBITDA margin

Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. See Certain Non-GAAP Measures - Adjusted EBITDA and Adjusted EBITDA margin for important information on the limitations of Adjusted EBITDA and its reconciliation to our net loss under GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains (losses), transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, non-operating income or expense, the impact of certain non-cash, mark-to-market adjustments on financial instruments, legal settlements and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues, net plus the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021.

Our presentation of Adjusted EBITDA and Adjusted EBITDA margin should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, Adjusted EBITDA should not be considered as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

The following table presents our calculation of Adjusted EBITDA for the three and nine months ended September 30, 2022 and 2021, and reconciles these measures to our net income (loss) for the same periods:

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

			Three Months Ended September 30,												Nine Months Ended September 30,
(in millions, except percentages)			2022						2021						2022						2021
Net income (loss) attributable to ordinary shares			$	(4,434.4)					$	6.0					$	(4,339.9)					$	(181.5)
Dividends on preferred shares			18.9						22.4						56.3						22.4
Net income (loss)			(4,415.5)						28.4						(4,283.6)						(159.1)
Provision for income taxes			22.1						3.7						48.9						12.2
Depreciation and amortization			169.7						130.7						521.7						392.6
Interest expense and amortization of debt discount, net			71.5						65.3						193.3						141.2
Deferred revenues adjustment(1)			0.3						0.1						0.9						4.5
Transaction related costs(2)			(3.7)						16.4						8.1						7.4
Share-based compensation expense			20.8						10.6						79.9						107.7
Restructuring and impairment(3)			26.0						7.1						56.9						125.7
Goodwill impairment			4,448.6						—						4,448.6						—
Mark to market (gain) loss on financial instruments(4)			(53.3)						(83.0)						(202.7)						(113.2)
Other(5)			(14.9)						10.7						(63.7)						24.8
Adjusted EBITDA			$	271.6					$	190.0					$	808.3					$	543.8
Adjusted EBITDA margin			42.7%						43.0%						40.7%						41.2%
(1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to 2021.
(2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. During the six months ended June 30, 2021, this also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions.
(3) Primarily reflects costs related to restructuring and impairment associated with One Clarivate, ProQuest and CPA Global Programs. Refer to Note 21 - Restructuring and Impairment in Item 1, Financial Statements and Supplementary Data, for further information.
(4) Reflects mark-to-market adjustments on financial instruments under ASC 815, Derivatives and Hedging. Warrant instruments that do not meet the criteria to be considered indexed to an entity's own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.
(5) Primarily includes the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

Free Cash Flow and Adjusted Free Cash Flow

We use free cash flow and adjusted free cash flow in our operational and financial decision-making and believe free cash flow and adjusted free cash flow are useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt. Our presentation of free cash flow and adjusted free cash flow should not be construed as a measure of liquidity or discretionary cash available to us to fund our cash needs, including investing in the growth of our business and meeting our obligations.

We define free cash flow as net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease-exit activities, payments related to the CPA Global equity plan, transaction related costs, interest on debt held in escrow, debt issuance costs, and other one-time payments that the Company does not consider indicative of its ongoing operating performance. For further discussion on free cash flow and adjusted free cash flow, including a reconciliation to cash flows provided by operating activities, refer to Liquidity and Capital Resources - Cash Flows below.

Liquidity and Capital Resources

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions, other commitments and contractual obligations. Our principal sources of liquidity include cash from operating activities, cash and cash equivalents on our Condensed Consolidated Balance Sheets and amounts available under our revolving credit facility. We consider liquidity in terms of the sufficiency of these resources to fund our operating, investing and financing activities for a period of 12 months after the financial statement issuance date.

Our cash flows from operations are generated primarily from payments from our subscription and re-occurring transaction customers. As described above, the standard term of a subscription is typically 12 months. When a customer enters into a new subscription agreement, or submits a notice to renew their subscription, we typically invoice for the full amount of the subscription period, record the balance to deferred revenues, and ratably recognize the deferral throughout the subscription period. As a result, we experience cash flow seasonality throughout the year, with a heavier weighting of operating cash inflows occurring during the first half, and particularly first quarter, of the year, when most subscription invoices are sent, as compared to the second half of the year.

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements under our credit facilities, the unsecured notes due 2029, the secured notes due 2028, the secured notes due 2026, and any future indebtedness, fund our working capital requirements, make capital expenditures (including related to product development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our revolving credit facility will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us.

The below table summarizes our total liquidity for the periods presented:

Total Liquidity			September 30,						December 31,
(in millions)			2022						2021
Cash and cash equivalents			$	446.0					$	430.9
Additional availability under revolving credit facility			565.8						168.9
			$	1,011.8					$	599.8

Unrestricted cash and cash equivalents was $446.0 and $430.9 as of September 30, 2022 and December 31, 2021, respectively. Restricted cash decreased from $156.7 as of December 31, 2021 to $8.6 as of September 30, 2022 primarily due to the payments in the first quarter of 2022 to respective employees via payroll from restricted cash related to the CPA Global Equity Plan. In the fourth quarter of 2021, the Company received cash from the sale of treasury shares from the Employee Benefit Trust established for the CPA Global Equity Plan in December 2021. As of September 30, 2022, we had $5,544.3 of total debt outstanding, consisting of $2,797.4 in borrowings under our term loan facility, $921.4 in outstanding principal of our senior notes due 2029, $921.2 in outstanding principal of our senior secured notes due 2028, $700.0 in outstanding principal of senior secured notes due 2026, $175.0 of borrowings under our revolving credit facility, and $29.3 related to a finance lease.

As of both September 30, 2022 and December 31, 2021, we had $175.0 outstanding on the revolving credit facility. Additional availability under the revolving credit facility as of September 30, 2022 and December 31, 2021 was $565.8 and $168.9, respectively, which is net of a letter of credit utilization of $9.2 and $6.1.

On June 24, 2021, we issued $1,000.0 in aggregate principal amount of Senior Secured Notes due June 30, 2028 (the "Old Secured Notes") and $1,000.0 in aggregate principal amount of Senior Notes due June 30, 2029 (the "Old Unsecured Notes" and, together with the Old Secured Notes, the "Old Notes") bearing interest at a rate of 3.875% and 4.875% per annum, respectively. In August 2021, we exchanged all of the outstanding, validly tendered and not withdrawn Old Secured Notes for the newly issued 3.875% Senior Secured Notes due 2028, and exchanged all of the outstanding, validly tendered and not withdrawn Old Unsecured Notes for the Issuer’s newly-issued 4.875% Senior Notes due 2029. The exchange was treated as a debt modification in accordance with ASC 470. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Refer to Note 11 - Debt in Item 1, Financial Statements and Supplementary Data,     for additional information and a summary of amounts due under all of the outstanding borrowings as of September 30, 2022 and December 31, 2021.

In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250.0 of its outstanding ordinary shares, subject to market conditions. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000.0 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The February 2022 repurchase program replaces the repurchase program previously announced in August 2021. During the nine months ended September 30, 2022, the Company repurchased 10.7 million ordinary shares with a total carrying value of $175.0 which were subsequently retired and restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity, the Company reduced its ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $7.7. As of September 30, 2022, the Company had approximately $825.0 of availability remaining under this program. See Note 13 - Shareholders’ Equity for additional information related to the Share Repurchase Program.

Cash Flows

The following table discloses our condensed consolidated cash flows provided by (used in) operating, investing and financing activities for the periods presented:

			Nine Months Ended September 30,
			2022						2021
Net cash provided by operating activities			$	372.4					$	305.5
Net cash used in investing activities			(170.8)						(100.5)
Net cash (used in) provided by financing activities			(267.5)						3,865.0
Effect of exchange rates			(64.5)						(4.9)
Net increase (decrease) in cash and cash equivalents, and restricted cash			$	(130.4)					$	4,065.1
Net increase (decrease) in cash and cash equivalents			$	17.7					$	2,222.2
Net increase (decrease) in restricted cash			(148.1)						1,842.9
Net increase (decrease) in cash and cash equivalents, and restricted cash			$	(130.4)					$	4,065.1
Cash and cash equivalents, beginning of period			$	430.9					$	257.7
Restricted cash, beginning of period			156.7						14.7
Cash and cash equivalents, and restricted cash beginning of the year			$	587.6					$	272.4
Cash and cash equivalents, end of period			$	448.6					$	2,479.9
Restricted cash, end of period			8.6						1,857.6
Cash and cash equivalents, and restricted cash end of the period			$	457.2					$	4,337.5

Cash Flows Provided by Operating Activities

Net cash provided by operating activities consists of net income (loss) adjusted for non-cash items, such as depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, restructuring and impairment, including goodwill, mark to market adjustments on financial instruments, mark to market adjustment on contingent shares, deferred finance charges and for changes in net working capital assets and liabilities.

The increase of $66.9 in net cash provided by operating activities was primarily due to higher earnings excluding the non-cash goodwill impairment charge, as well as timing of working capital.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Net Working Capital

			September 30, 2022						December 31, 2021						September 30, 2021						December 31, 2020
Current assets			$	1,451.8					$	1,637.2					$	5,048.5					$	1,147.6
Current liabilities			1,632.5						1,902.0						3,128.2						1,423.1
Net Working Capital			$	(180.7)					$	(264.8)					$	1,920.3					$	(275.5)

Cash Flows Used in Investing Activities

Cash used in investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from divestitures.

The $70.3 increase in cash used in investing activities was primarily due to increased capital expenditures associated with product development. Our capital expenditures in both 2022 and 2021 consisted primarily of capitalized labor, consulting and other costs associated with product development.

Cash Flows Used in Financing Activities

During the nine months ended September 30, 2022, net cash used in financing activities was primarily driven by the use of $175.0 for repurchases of the Company's ordinary shares and $56.6 used for payment of cash dividends associated with our MCPS. During the nine months ended September 30, 2021, net cash provided by financing activities was primarily related to the cash raised to finance the purchase price of the ProQuest acquisition in December 2021, which included: (i) the private placement offering of $1,000.0 in aggregate principal amount of Senior Secured Notes due 2028 and $1,000.0 in aggregate principal of Senior Notes due 2029, (ii) net proceeds of 1,392.7 from the issuance of our 5.25% Series A MCPS, and (iii) net proceeds of $728.1 from the ordinary shares that were issued and sold by the Company in June 2021.

Free Cash Flow and Adjusted Free Cash Flow (non-GAAP measures)

The following table reconciles Free cash flow and Adjusted free cash flow, which are non-GAAP measures, to net cash provided by operating activities:

			Nine Months Ended September 30,
			2022						2021
Net cash provided by operating activities			$	372.4					$	305.5
Capital expenditures			(156.5)						(86.2)
Free cash flow			$	215.9					$	219.3
Cash paid for CPA Global equity plan(1)			150.7						—
Cash paid for restructuring costs(2)			33.4						65.8
Cash paid for transaction related costs(3)			11.9						21.2
Cash paid for other costs(4)			2.8						1.5
Cash paid for debt issuance costs			—						7.8
Adjusted free cash flow			$	414.7					$	315.6
(1) Includes cash funded by a trust related to CPA Global equity plan payout upon vesting.
(2) Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the One Clarivate, ProQuest and CPA Global Programs. The costs associated with the CPA Global program were substantially complete as of June 30, 2022.
(3) Includes cash paid for costs incurred to complete business combination transactions, which comprises of acquisitions, dispositions and capital market activities, as well as advisory, legal, and other professional and consulting costs.
(4) Includes cash paid for other costs that do not reflect our ongoing operating performance.

Adjusted free cash flow increased $99.1 compared to the prior year period, primarily due to the increase in net cash provided by operating activities, partially offset by an increase in capital expenditures.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

Debt Profile

There have been no material changes to the debt profile associated with our business previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity section in our Annual Report on Form 10-K for the year ended December 31, 2021, except as set forth below. The disclosures set forth below updates, and should be read together with, the disclosures in the Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity - Debt Profile section, in our Annual Report on Form 10-K for the year ended December 31, 2021.

Revolving Credit Facility

On March 31, 2022, the Company’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019, (the "Credit Agreement") entered into an amendment thereto, pursuant to which the total revolving credit commitments thereunder were further increased by $400.0 to $750.0 in the aggregate, and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the amendment or (ii) the 4.50% senior secured notes due in 2026 and issued by Camelot Finance S.A. (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).

Credit Facilities

The credit facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The credit facilities contain customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. These credit facilities limitations are subject to customary baskets, including certain limitations on debt incurrence and issuance of preferred stock, subject to compliance with a consolidated coverage ratio of Consolidated EBITDA (as defined in the credit facilities), to interest and other fixed charges on certain debt (as defined in the credit facilities) of 2.00 to 1.00. In addition, the credit facilities require us to comply with a springing financial covenant pursuant to which, as of the first quarter of 2020, we must not exceed a total first lien net leverage ratio (as defined under the credit facilities) of 7.25 to 1.00, to be tested on the last day of any quarter only when more than 35% of the revolving credit facility (excluding (i) non-cash collateralized, issued and undrawn letters of credit in an amount up to $20.0 and (ii) any cash collateralized letters of credit) is utilized at such date. As of September 30, 2022, our consolidated coverage ratio was 5.03 to 1.00 and our consolidated leverage ratio was 4.27 to 1.00. As of the date of this Report, we are in compliance with the covenants in the credit facilities.

The credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the secured notes due in 2026), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in each case subject to threshold, notice and grace period provisions.

Commitments and Contingencies

Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business.

Dividends on our mandatory convertible preferred shares are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in our ordinary shares, or in any combination of cash and ordinary shares, on March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024. See Note 19 - Commitments and Contingencies in Item 1, Financial Statements and Supplementary Data, for additional information.

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CLARIVATE PLC

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(In millions, except share and per share data, option prices, ratios or as noted)

The Company is engaged in various legal proceedings and claims that have arisen in the ordinary course of business. We have taken what we believe to be adequate reserves related to the litigation and threatened claims. We maintain appropriate insurance policies in place, which are likely to provide some coverage for these liabilities or other losses that may arise from these litigation matters. See Note 19 - Commitments and Contingencies in Item 1, Financial Statements and Supplementary Data, for additional information.

Critical Accounting Policies, Estimates and Assumptions

Except as noted below, there have been no material changes from the critical accounting policies, estimates, and assumptions previously disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, Estimates and Assumptions section in our Annual Report on Form 10-K for the year ended December 31, 2021.

Goodwill

As of September 30, 2022, a quantitative goodwill impairment assessment was performed over the Company's reporting units due to the following possible impairment indicators: (i) worsening market considerations and macroeconomic conditions such as increasing inflationary pressures and rising interest rates and (ii) sustained declines in the Company's share price during the three months ended September 30, 2022. This coincided with the Company's change in organizational structure to realign its business segments based on the products we offer and the markets they serve. With these changes, the Company changed its reportable segments, operating segments, and reporting units. The goodwill impairment assessment included an analysis on the Company's reporting units immediately before and immediately after the change.

The Company estimated the fair value of each reporting unit using the income approach, and more specifically, the discounted cash flow model ("DCF"). The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy.

Based on the quantitative analysis performed in connection with the Company's preparation of the Condensed Consolidated Financial Statements in the third quarter of 2022, the Company recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. The estimated fair value of each of the remaining reporting units exceeded their carrying values.

Recently Issued and Adopted Accounting Pronouncements

For recently issued and adopted accounting pronouncements, see Note 3 - Summary of Significant Accounting Policies in Item 1. Financial Statements and Supplementary Data.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

For information regarding our exposure to certain market risks, see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in the Form 10-K for the year ended December 31, 2021.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange risk related to our transactions and our subsidiaries’ balances that are denominated in currencies other than the U.S. dollar, our functional currency. These currencies may continue to fluctuate, in either direction, especially as a result of central bank responses to inflation, concerns regarding future economic growth and other macroeconomic factors, and such fluctuations will affect financial statement line item comparability.

The following table presents the average of the quarterly weighted average exchange rates of the currencies, which have the most significant impact on our business:

Rate for 1 USD						Three Months Ended September 30,																		Nine Months Ended September 30,
Currency:						2022						2021						Percentage Change						2022						2021						Percentage Change
GBP						$	0.85					$	0.73					16		%				$	0.80					$	0.72					11		%
EUR						0.99						0.85						16		%				0.94						0.84						12		%
JPY						138.24						110.08						26		%				128.17						108.51						18		%

Interest Rate Risk

Our interest rate risk arises primarily from our borrowings at floating interest rates. Borrowings under our credit facilities are subject to floating base interest rates, plus a margin. As of September 30, 2022, we had $2,972.4 of floating rate debt outstanding under our credit facilities, consisting of borrowings under the revolving and term loan facilities. For the term loan facility, the base rate is one-month LIBOR (subject to a floor of 0.00% for $1,225.4 and 1.00% for $1,572.0), which was at 3.14% at September 30, 2022, or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. For the revolving credit facility, the base interest rate is at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The interest rate margins under our credit facilities will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement). Of the total debt outstanding under our credit facilities, we hedged $1,225.4 of our principal amount of our floating rate debt using interest rate swaps. As a result, $1,747.0 of our outstanding borrowings effectively bore interest at floating rates. A 0.125 basis point increase or decrease in the applicable base interest rate under our credit facilities would have an impact of $0.4 and $1.3 on our cash interest expense for the three and nine months ended September 30, 2022.

For additional information on our outstanding debt and related hedging, see Item 1. Financial Statements and Supplementary Data - Notes to the Condensed Consolidated Financial Statements - Note 9 - Derivative Instruments, Note 11 - Debt, and Note 22 - Subsequent Events.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Pursuant to Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2022, due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed in the reports required to be filed or submitted under the Securities Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness in our internal control over financial reporting related to the lack of an effectively designed control that is designed with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities, as disclosed in our Form 10-K for the year ended December 31, 2021.

Remediation of Previously Identified Material Weakness

To address the previously reported material weakness in internal control over financial reporting related to the communication of modifications to pre-existing compensation agreements in an acquisition transaction, as disclosed in Part II, Item 9A in our 2021 Annual Report on Form 10-K, we designed and implemented new control activities to identify and communicate the inventory of pre-existing compensation agreements in an acquisition transaction, and any subsequent modifications of such agreements, to the accounting department through the end of the measurement period to ensure the inventory includes the current version of the agreements. Based on the actions taken, we determined that this material weakness has been remediated as of September 30, 2022.

Remediation Progress of Previously Identified Material Weakness

To address the previously reported material weakness in internal control over financial reporting related to the tax balances associated with the opening balance sheet of acquired entities, as disclosed in Part II, Item 9A in our 2021 Annual Report on Form 10-K, we designed and implemented enhanced control activities to operate periodically during the measurement period to allow for an appropriate review of the tax balances. These control activities were designed and implemented during the first quarter of 2022. The material weaknesses will not be considered remediated until these control activities operate for a sufficient period of time and our management has concluded, through testing, that these controls are effective.

Changes in Internal Control Over Financial Reporting

There were no changes in Clarivate’s internal control over financial reporting during the third quarter 2022 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

From time to time, we are a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. For additional discussion of legal proceedings, see Item 1. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 19 in this Report.

Item 1A. Risk Factors

There have been no material changes to the risk factors associated with our business as disclosed in Part I, Item 1A of our 2021 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

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The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs for each month during the nine months ended September 30, 2022.

Period						Total Number of Shares Purchased(1)						Price Paid Per Share						Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs						Approx. Dollar value of shares that may Yet Be Purchased Under Plans or Programs
January 1, 2022-January 31, 2022						9,580						$	18.00					—						$	—
February 1, 2022-February 28, 2022						7,825						$	16.78					—						$	1,000
March 1, 2022-March 31, 2022						4,559,871						$	16.10					4,106,285						$	934
April 1, 2022-April 30, 2022						6,718,312						$	16.44					6,611,994						$	825
May 1, 2022-May 31, 2022						257,078						$	14.36					—						$	825
June 1, 2022-June 30, 2022						20,413						$	13.51					—						$	825
July 1, 2022-July 31, 2022						73,053						$	13.90					—						$	825
August 1, 2022-August 31, 2022						110,382						$	13.62					—						$	825
September 1, 2022-September 30, 2022						20,478						$	10.83					—						$	825
Total						11,776,992						$	16.21					10,718,279
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.

Item 5. Other Information

None.

Item 6. Exhibits and Financial Statement Schedules

EXHIBIT INDEX

10.1**			Agreement terminating Director Nomination Agreement (incorporated by reference to Exhibit 10.1 to Clarivate's Form 8-K/A filed September 1, 2022)
10.2**			Chairman Emeritus Agreement (incorporated by reference to Exhibit 10.2 to Clarivate's Form 8-K/A filed September 1, 2022)
31*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*			Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*			The following information from our Form 10-Q for the quarterly period ended September 30, 2022, formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated Statements of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheets (unaudited), (iii) Condensed Consolidated Statements of Changes in Equity (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited), and (v) the Notes to the Condensed Consolidated Financial Statements (unaudited).
104*			The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL

*    Filed herewith.

** Previously Filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on November 8, 2022.

CLARIVATE PLC
By:			/s/ Jonathan M. Collins
			Name: Jonathan M. Collins
			Title: Executive Vice President & Chief Financial Officer

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