CLARIVATE Plc - Quarter Report: 2023 September (Form 10-Q)

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, 2023

☐ 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,” “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 27, 2023, was 663,922,882.

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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			12
Notes to the Condensed Consolidated Financial Statements			14
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			35
Item 3. Quantitative and Qualitative Disclosures About Market Risk			51
Item 4. Controls and Procedures			51

Part II. Other Information			52
Item 1. Legal Proceedings			52
Item 1A. Risk Factors			52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 5. Other Information			53
Item 6. Exhibits			53

Signature			53

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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 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

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these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material 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.

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 social media accounts on X, formerly known as Twitter, and LinkedIn (@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 X, formerly known as Twitter, and LinkedIn accounts 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)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	398.9	$	348.8
Restricted cash	8.3		8.0
Accounts receivable, net	766.9		872.1
Prepaid expenses	100.0		89.4
Other current assets	75.1		76.9
Assets held for sale	25.5		—
Total current assets	1,374.7		1,395.2
Property and equipment, net	49.7		54.5
Other intangible assets, net	8,955.3		9,437.7
Goodwill	2,865.2		2,876.5
Other non-current assets	89.8		97.9
Deferred income taxes	26.4		24.2
Operating lease right-of-use assets	56.9		58.9
Total Assets	$	13,418.0	$	13,944.9

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	99.2	$	101.4
Accrued compensation	102.5		132.1
Accrued expenses and other current liabilities	346.7		352.1
Current portion of deferred revenues	889.2		947.5
Current portion of operating lease liability	23.5		25.7
Current portion of long-term debt	1.1		1.0
Liabilities held for sale	6.4		—
Total current liabilities	1,468.6		1,559.8
Long-term debt	4,866.4		5,005.0

Non-current portion of deferred revenues	36.5		38.5
Other non-current liabilities	41.3		140.1
Deferred income taxes	255.6		316.1
Operating lease liabilities	67.5		72.9
Total liabilities	6,735.9		7,132.4
Commitments and contingencies (Note 17)

Shareholders’ equity:
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both September 30, 2023 and December 31, 2022	1,392.6		1,392.6
Ordinary Shares, no par value; unlimited shares authorized; 663.9 and 674.4 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	11,729.8		11,744.7
Accumulated other comprehensive loss	(657.8)		(665.9)
Accumulated deficit	(5,782.5)		(5,658.9)
Total shareholders’ equity	6,682.1		6,812.5
Total Liabilities and Shareholders’ Equity	$	13,418.0	$	13,944.9

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 per share data)


	Three Months Ended September 30,
	2023		2022
Revenues, net	$	647.2	$	635.7
Operating expenses:
Cost of revenues	220.6		223.7
Selling, general and administrative costs	171.9		169.5
Depreciation and amortization	176.8		169.7
Restructuring and lease impairments	3.7		26.0
Goodwill and intangible asset impairments	—		4,448.6
Other operating income, net	(13.0)		(26.6)
Total operating expenses	560.0		5,010.9
Income (loss) from operations	87.2		(4,375.2)
Mark to market gain on financial instruments	(12.6)		(53.3)
Interest expense and amortization of debt discount, net	71.9		71.5
Income (loss) before income taxes	27.9		(4,393.4)
Provision for income taxes	15.6		22.1
Net income (loss)	12.3		(4,415.5)
Dividends on preferred shares	18.9		18.9
Net loss attributable to ordinary shares	$	(6.6)	$	(4,434.4)

Per share:
Basic	$	(0.01)	$	(6.58)
Diluted	$	(0.01)	$	(6.64)

Weighted average shares used to compute earnings per share:
Basic	670.9		673.6
Diluted	670.9		675.2

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 per share data)


	Nine Months Ended September 30,
	2023		2022
Revenues, net	$	1,945.1	$	1,984.5
Operating expenses:
Cost of revenues	674.8		717.0
Selling, general and administrative costs	559.3		549.3
Depreciation and amortization	527.5		521.7
Restructuring and lease impairments	25.3		56.9
Goodwill and intangible asset impairments	135.2		4,448.6
Other operating income, net	(30.5)		(64.9)
Total operating expenses	1,891.6		6,228.6
Income (loss) from operations	53.5		(4,244.1)
Mark to market gain on financial instruments	(14.4)		(202.7)
Interest expense and amortization of debt discount, net	218.5		193.3
Loss before income taxes	(150.6)		(4,234.7)
(Benefit) provision for income taxes	(83.3)		48.9
Net loss	(67.3)		(4,283.6)
Dividends on preferred shares	56.3		56.3
Net loss attributable to ordinary shares	$	(123.6)	$	(4,339.9)

Per share:
Basic	$	(0.18)	$	(6.41)
Diluted	$	(0.18)	$	(6.66)

Weighted average shares used to compute earnings per share:
Basic	673.9		676.7
Diluted	673.9		680.6

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,
	2023		2022
Net income (loss)	$	12.3	$	(4,415.5)
Other comprehensive loss, net of tax:
Interest rate swaps	(0.4)		34.9
Defined benefit pension plans	(0.1)		—
Foreign currency translation adjustment	(169.7)		(585.4)
Total other comprehensive loss, net of tax	(170.2)		(550.5)
Comprehensive loss	$	(157.9)	$	(4,966.0)


	Nine Months Ended September 30,
	2023		2022
Net loss	$	(67.3)	$	(4,283.6)
Other comprehensive income (loss), net of tax:
Interest rate swaps	(5.5)		50.6
Defined benefit pension plans	(0.1)		0.1
Foreign currency translation adjustment	13.7		(1,447.1)
Total other comprehensive income (loss), net of tax	8.1		(1,396.4)
Comprehensive loss	$	(59.2)	$	(5,680.0)

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, 2022	674.4	$	11,744.7	14.4	$	1,392.6	—	$	—	$	(665.9)	$	(5,658.9)	$	6,812.5

Vesting of restricted stock units	1.8	—		—	—		—	—		—		—		—
Share-based award activity	(0.6)	33.7		—	—		—	—		—		—		33.7
Dividends to preferred shareholders	—	—		—	—		—	—		—		(18.8)		(18.8)
Net income	—	—		—	—		—	—		—		43.5		43.5
Other comprehensive income	—	—		—	—		—	—		88.4		—		88.4
Balance at March 31, 2023	675.6	$	11,778.4	14.4	$	1,392.6	—	$	—	$	(577.5)	$	(5,634.2)	$	6,959.3
Vesting of restricted stock units	0.8	—		—	—		—	—		—		—		—
Share-based award activity	(0.3)	30.8		—	—		—	—		—		—		30.8
Dividends to preferred shareholders	—	—		—	—		—	—		—		(18.6)		(18.6)
Net loss	—	—		—	—		—	—		—		(123.1)		(123.1)
Other comprehensive income	—	—		—	—		—	—		89.9		—		89.9
Balance at June 30, 2023	676.1	$	11,809.2	14.4	$	1,392.6	—	$	—	$	(487.6)	$	(5,775.9)	$	6,938.3
Vesting of restricted stock units	2.4	—		—	—		—	—		—		—		—
Share-based award activity	(0.8)	20.6		—	—		—	—		—		—		20.6
Repurchases of ordinary shares	(13.8)	—		—	—		13.8	(100.0)		—		—		(100.0)
Retirement of treasury shares	—	(100.0)		—	—		(13.8)	100.0		—		—		—
Dividends to preferred shareholders	—	—		—	—		—	—		—		(18.9)		(18.9)
Net income	—	—		—	—		—	—		—		12.3		12.3
Other comprehensive loss	—	—		—	—		—	—		(170.2)		—		(170.2)
Balance at September 30, 2023	663.9	$	11,729.8	14.4	$	1,392.6	—	$	—	$	(657.8)	$	(5,782.5)	$	6,682.1

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	—		—	—		—	—		—		—		—

Share-based award activity	(0.4)	21.5		—	—		—	—		—		—		21.5
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	—		—	—		—	—		—		—		—

Share-based award activity	(0.4)	18.3		—	—		—	—		—		—		18.3
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	—		—	—		—	—		—		—		—
Share-based award activity	(0.2)	17.2		—	—		—	—		—		—		17.2
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 Cash Flows (Unaudited)

(In millions)


	Nine Months Ended September 30,
	2023		2022
Cash Flows From Operating Activities
Net loss	$	(67.3)	$	(4,283.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	527.5		521.7
Share-based compensation	97.1		66.5
Restructuring and impairments, including goodwill	138.9		4,469.9
Mark to market gain on financial instruments	(14.4)		(202.7)

Amortization of debt issuance costs	12.9		11.4
Gain on legal settlement	(49.4)		—
Deferred income taxes	(51.3)		(3.3)
Other operating activities	16.8		(48.9)
Changes in operating assets and liabilities:
Accounts receivable	110.3		76.9
Prepaid expenses	(10.6)		(29.4)
Other assets	19.5		(57.5)
Accounts payable	(2.4)		(15.8)
Accrued expenses and other current liabilities	(33.8)		(54.0)
Deferred revenues	(56.9)		(68.2)
Operating leases, net	(6.2)		(5.2)
Other liabilities	(77.4)		(5.4)
Net cash provided by operating activities	$	553.3	$	372.4

Cash Flows From Investing Activities
Capital expenditures	(178.6)		(156.5)
Payments for acquisitions and cost method investments, net of cash acquired	(2.3)		(14.3)
Proceeds from divestitures, net of cash and restricted cash	10.5		—
Net cash used in investing activities	$	(170.4)	$	(170.8)

Cash Flows From Financing Activities



Principal payments on term loan	(150.0)		(21.5)

Payment of debt issuance costs and discounts	0.1		(2.1)


Proceeds from issuance of treasury shares	—		2.2
Repurchases of ordinary shares	(100.0)		(175.0)
Cash dividends on preferred shares	(56.7)		(56.6)
Proceeds from stock options exercised	—		0.8
Payments related to finance lease	(0.8)		(1.5)
Payments related to tax withholding for stock-based compensation	(14.8)		(13.8)
Net cash used in financing activities	$	(322.2)	$	(267.5)
Effects of exchange rates	(10.3)		(64.5)

Net increase in cash and cash equivalents	50.1		17.7
Net increase (decrease) in restricted cash	0.3		(148.1)
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	50.4	$	(130.4)

Beginning of period:
Cash and cash equivalents	348.8		430.9
Restricted cash	8.0		156.7

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CLARIVATE PLC

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


	Nine Months Ended September 30,
	2023		2022
Total cash and cash equivalents, and restricted cash, beginning of period	$	356.8	$	587.6

End of period:
Cash and cash equivalents	398.9		448.6
Restricted cash	8.3		8.6
Total cash and cash equivalents, and restricted cash, end of period	$	407.2	$	457.2

Supplemental Cash Flow Information:
Cash paid for interest	$	176.8	$	152.2
Cash paid for income tax	$	29.1	$	44.2
Capital expenditures included in accounts payable	$	15.2	$	4.8

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, per share data, 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 provider of proprietary and comprehensive information, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science and healthcare companies, corporations and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world's critical intellectual property assets. Clarivate has three reportable segments: Academia & Government ("A&G"), Intellectual Property ("IP"), and Life Sciences & Healthcare ("LS&H"). Our segment structure is organized based on the products we offer and the markets they serve. See Note 16 - Segment Information for additional information on the Company's reportable segments.

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/A for the year ended December 31, 2022. 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 year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The unaudited 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.

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/A for the fiscal year ended December 31, 2022, which was filed with the SEC on October 12, 2023.

Newly Adopted Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform between March 12, 2020 and December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. Additionally, in December 2022, the FASB issued ASU 2022-06, Reference Rate Reform: Deferral of the Sunset Date of Topic 848, which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 to align with the amended cessation date of LIBOR. In 2020, the Company adopted ASU 2020-04, and, upon meeting the specified criteria in the guidance, elected the optional expedients for its interest rate swaps and debt agreements with reference to LIBOR. Accordingly, the Company has continued to account for its interest rate swaps in accordance with hedge accounting and has

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

not applied modification accounting to its debt agreements. ASU 2021-01 and ASU 2022-06 did not have an effect on how the Company accounts for its interest rate swaps and debt agreements due to our election and application of the optional expedients discussed above in connection with ASU 2020-04.

During the second quarter of 2023, the Company modified the contractual terms of its interest rate swaps and debt agreements to replace the previous LIBOR-based reference rate with the Term SOFR (Secured Overnight Financing Rate). The Company utilized the practical expedients set forth in Topic 848 and has continued to account for its interest rate swaps in accordance with hedge accounting and has not applied modification accounting to its debt instruments.

Recently Issued Accounting Standards

There were no other new accounting standards or updates issued or effective as of September 30, 2023, that have, or are expected to have, a material impact on the Company's Condensed Consolidated Financial Statements.

Note 4: Assets Held for Sale and Divested Operations

During the second quarter 2023, the Company entered into a commercial agreement to sell a small product group within its IP segment for approximately $34 payable over ten years. The divestiture enables improved focus on our core IP business assets and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management and IP services solutions. The transaction, which is expected to close during the fourth quarter of 2023, does not represent a strategic shift, nor is it expected to have a material impact on the Company’s operations or financial results. Accordingly, the divestiture met the held-for-sale criteria but did not qualify as a discontinued operation as of September 30, 2023 and June 30, 2023.

As of June 30, 2023, prior to the held-for-sale determination and accompanying impairment testing, the carrying amount of the expected assets to be disposed of consisted almost entirely of purchase-related identifiable customer relationship intangible assets of approximately $158. These intangible assets were reduced to estimated fair value of $26.1 based on the estimated present value of the consideration to be paid over ten years. The related impairment charge of $132.2 is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023. As of September 30, 2023, the carrying amount of the intangible assets and the remaining deferred tax liabilities associated with those intangibles included in the disposal group were $25.5 and $6.4, respectively, and were reclassified to Assets held-for-sale and Liabilities held-for-sale on the Condensed Consolidated Balance Sheet.

On October 31, 2022, the Company completed the sale of the MarkMonitor Domain Management business (IP segment) to Newfold Digital, a leading web presence solutions provider. During the second quarter 2023, the Company received the $10.5 of deferred closing consideration included in the aggregate sale price.

Note 5: Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30,		December 31,
	2023		2022
Computer hardware	$	51.4	$	45.1
Leasehold improvements	15.8		16.1
Furniture, fixtures and equipment	43.3		39.0
Capital office leases - finance lease asset	8.0		8.0
Other	2.2		2.1
Total property and equipment, gross	$	120.7	$	110.3
Accumulated depreciation	(71.0)		(55.8)
Total property and equipment, net	$	49.7	$	54.5

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Depreciation expense was $5.9 and $8.6 for the three months ended September 30, 2023 and 2022, respectively, and $17.2 and $29.0 for the nine months ended September 30, 2023 and 2022, respectively.

Note 6: 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, 2023						December 31, 2022
	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Finite-lived intangible assets:
Customer relationships	$	7,644.7	$	(1,062.8)	$	6,581.9	$	7,809.0	$	(821.5)	$	6,987.5
Databases and content	2,762.4		(946.4)		1,816.0		2,681.0		(780.5)		1,900.5
Computer software	849.2		(488.2)		361.0		765.1		(422.2)		342.9
Other	88.4		(48.9)		39.5		88.8		(38.9)		49.9
Finite-lived intangible assets	$	11,344.7	$	(2,546.3)	$	8,798.4	$	11,343.9	$	(2,063.1)	$	9,280.8
Indefinite-lived intangible assets:
Trade names	156.9		—		156.9		156.9		—		156.9
Total intangible assets	$	11,501.6	$	(2,546.3)	$	8,955.3	$	11,500.8	$	(2,063.1)	$	9,437.7

Intangible amortization expense was $170.9 and $161.1 for the three months ended September 30, 2023, and 2022, respectively, and $510.3 and $492.7 for the nine months ended September 30, 2023, and 2022, respectively.

Goodwill

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


	A&G Segment		IP Segment		LS&H Segment		Consolidated Total
Balance as of December 31, 2022	$	1,109.8	$	590.3	$	1,176.4	$	2,876.5


Goodwill impairment(1)	—		(3.0)		—		(3.0)
Impact of foreign currency fluctuations	(0.3)		(8.0)		—		(8.3)
Balance as of September 30, 2023	$	1,109.5	$	579.3	$	1,176.4	$	2,865.2
(1) Recorded in connection with the assets held-for-sale and their allocated portion of the IP segment reporting unit's goodwill balance. The impairment charge is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023. Refer to Note 4 - Assets Held for Sale and Divested Operations for additional information.

Note 7: Derivative Instruments

The Company has interest rate swap arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on its outstanding SOFR-based Term Loan arrangements (see Note 3 - Summary of Significant Accounting Policies for additional information). Our interest rate swap arrangements are subject to hedge accounting, by designating the interest rate swaps as hedges on applicable future monthly interest payments. The following table provides a summary of the Company's interest rate swap arrangements by maturity date as of September 30, 2023:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


Notional Value	Effective Date	Maturity Date	Fixed Rate
$100.0	March 31, 2021	March 31, 2024	0.401%
$100.0	October 31, 2022	March 31, 2024	0.421%
$150.0	October 31, 2022	March 31, 2024	0.445%
$382.6	August 4, 2022	October 31, 2026	2.809%
$382.6	August 5, 2022	October 31, 2026	3.010%

Changes in fair value are recorded in Accumulated other comprehensive income (loss) ("AOCL") in the Condensed Consolidated Balance Sheets with a related offset in derivative asset or liability, and the amounts reclassified out of AOCL are recorded within Interest expense and amortization of debt discount, net in the Condensed Consolidated Statements of Operations.

For additional information on our interest rate risk, see Item 3. Quantitative and Qualitative Disclosures about Market Risk, and see Note 9 - Debt for additional information on our outstanding Term Loan.

Cross Currency Swaps

In July 2023, the Company entered into a cross-currency swap that matures in 2026 to mitigate foreign currency exposure related to the Company’s net investment in various euro-functional-currency consolidated subsidiaries. This swap is designated and qualifies as a net investment hedge. The Company has elected to assess the effectiveness of this net investment hedge based on changes in spot rates and is amortizing the portion of the net investment hedge that was excluded from the assessment of effectiveness over the life of the swap within Interest expense and amortization of debt discount, net in the Condensed Consolidated Statements of Operations. The notional amount of the cross-currency swap associated with euro-denominated subsidiary net investments was €100.0 as of September 30, 2023.

Changes in fair value are recorded in AOCL (as a foreign currency translation adjustment) in the Condensed Consolidated Balance Sheets, with a related offset in derivative asset or liability. Any gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated.

Foreign Currency Forwards

The Company periodically enters into foreign currency forward contracts, which generally do not exceed 180 days in duration, to help manage the Company’s exposure to foreign exchange rate risks. The contracts are not designated as accounting hedges under the applicable sections of ASC 815, Derivatives and Hedging.

The Company accounts for these foreign currency forwards at fair value and recognizes the associated realized and unrealized gains and losses in Other operating income, net in the Condensed Consolidated Statements of Operations. The Company recognized a loss from the mark to market adjustment of $4.0 and $3.7, for the three months ended September 30, 2023 and 2022, respectively, and $3.7 and $9.4 for the nine months ended September 30, 2023 and 2022, respectively. The principal amount of outstanding foreign currency contracts was $140.8 and $165.1 as of September 30, 2023 and December 31, 2022, respectively.

The following table provides information on the location and fair value amounts of our derivative instruments as of September 30, 2023 and December 31, 2022:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


		September 30,		December 31,
	Balance Sheet Classification	2023		2022
Asset Derivatives
Derivatives designated as accounting hedges:
Interest rate swaps	Other current assets	$	8.4	$	2.3
Interest rate swaps	Other non-current assets	35.6		47.2
Cross currency swaps	Other non-current assets	2.5		—
Derivatives not designated as accounting hedges:
Foreign currency forwards	Other current assets	0.2		0.8
Total Asset Derivatives		$	46.7	$	50.3

Liability Derivatives
Derivatives not designated as accounting hedges:
Foreign currency forwards	Accrued expenses and other current liabilities	$	3.5	$	0.4
Total Liability Derivatives		$	3.5	$	0.4

Note 8: Fair Value Measurements

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

Derivatives consist of foreign exchange contracts, interest rate swaps, and cross currency swaps. The Company assesses the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. Accordingly, these instruments are classified as Level 2 inputs. Refer to Note 7 - Derivative Instruments for additional information related to the fair value of derivative instruments.

Private Placement Warrants - The Company determines the fair value of each Private Placement Warrant using a Black-Scholes option valuation model. Accordingly, the warrants issued are classified as Level 3 financial instruments and are subject to remeasurement at each balance sheet date. The total fair value of private placement warrants represented a liability balance of $6.6 and $21.0 as of September 30, 2023 and December 31, 2022, respectively, and was classified within Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The following table summarizes the changes in the Private Placement Warrants liability for the three and nine months ended September 30, 2023 and 2022:


	2023		2022
Balance as of January 1	$	21.0	$	227.8
Mark to market loss (gain) on financial instruments	1.1		(100.4)

Balance as of March 31	$	22.1	$	127.4
Mark to market gain on financial instruments	(2.9)		(49.0)

Balance as of June 30	$	19.2	$	78.4
Mark to market gain on financial instruments	(12.6)		(53.3)

Balance as of September 30	$	6.6	$	25.1

Non-Financial Assets Valued on a Non-Recurring Basis

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

The Company’s long-lived assets, including goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.

Finite-lived Intangible Assets - If a triggering event occurs, the Company determines the estimated fair value of finite-lived intangible assets by determining the present value of the expected cash flows. During the second quarter of 2023, the Company recorded an impairment charge of $132.2 in connection with intangible assets classified as Assets held-for-sale. The impairment charge is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2023. Refer to Note 4 - Assets Held for Sale and Divested Operations for additional information.

Goodwill - Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets resulting from business combinations. The Company evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of October 1 or more frequently if impairment indicators arise in accordance with ASC Topic 350. The Company performs qualitative analysis of macroeconomic conditions, industry and market considerations, internal cost factors, financial performance, fair value history and other company specific events. If this qualitative analysis indicates that it is more likely than not that the estimated fair value is less than the book value for the respective reporting unit, the Company applies a one-step impairment test in which the Company determines whether the estimated fair value of the reporting unit is in excess of its carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the estimated fair value of the reporting unit, the Company performs the second step of the impairment test to determine the implied estimated fair value of the reporting unit’s goodwill. The Company determines the implied estimated fair value of goodwill by determining the present value of the estimated future cash flows for each reporting unit and comparing the reporting unit’s risk profile and growth prospects to selected, reasonably similar publicly traded companies. During the second quarter of 2023, the Company recorded an impairment charge of $3.0 in connection with the assets held-for-sale and their allocated portion of the IP segment reporting unit's goodwill balance. The impairment charge is included in Goodwill and intangible asset impairments in the Condensed Consolidated Statement of Operations. Refer to Note 6 - Other Intangible Assets, net and Goodwill for additional information.

Note 9: Debt

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


		September 30, 2023				December 31, 2022
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	8.166	%	—		7.234	%	—
Term Loan Facility	2026	8.431	%	2,347.4		7.384	%	2,497.4
Senior Secured Notes	2026	4.500	%	700.0		4.500	%	700.0
Finance lease	2036	6.936	%	30.5		6.936	%	31.3
Total debt outstanding				4,920.5				5,071.3
Debt discounts and issuance costs				(53.0)				(65.3)
Current portion of long-term debt				(1.1)				(1.0)
Long-term debt				$	4,866.4			$	5,005.0

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Financing Transactions

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

The Company has $921.4 aggregate principal amount of its Senior Notes due 2029 and $921.2 aggregate principal amount of its Senior Secured Notes due 2028 bearing interest at a rate of 4.875% and 3.875% per annum, respectively, 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.

Senior Secured Notes (2026)

The Company has $700.0 aggregate principal amount of its Senior Secured Notes due 2026 bearing interest at a rate of 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 Senior 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 are general senior secured obligations of the Lux Issuer and are 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 Clarivate's credit facilities (subject to permitted liens and other exceptions).

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 2027, and a $2,860.0 Term Loan Facility due 2026.

Revolving Credit Facility

As of September 30, 2023 and December 31, 2022, the Company had no outstanding balance on its Revolving Credit Facility. The 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 is conditioned 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.

As of September 30, 2023, letters of credit totaling $9.0 were collateralized by the Revolving Credit Facility, and, notwithstanding the Revolving Credit Facility, the Company had unsecured corporate guarantees outstanding of $13.6 and cash collateralized letters of credit of $3.6, 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 2026, which was fully drawn at closing. During the fourth quarter 2022, the Company made a $300.0 prepayment on its Term Loan Facility and prepayments of $150.0 during the nine months ended September 30, 2023. Prior to the initial prepayment, the principal amount of the Term Loan Facility was 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 original par principal amount of the initial term loans.

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 $4,594.6 and $4,709.6 at September 30, 2023 and December 31, 2022, respectively, and is considered Level 2 under the fair value hierarchy.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 10: Revenue

Disaggregated Revenues

We disaggregate our revenues by segment (see Note 16 - 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.

•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 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:


	Three Months Ended September 30,
	2023		2022
Subscription revenues	$	408.1	$	408.3
Re-occurring revenues	106.8		102.7
Transactional and other revenues	132.3		125.0
Deferred revenues adjustment	—		(0.3)
Revenues, net	$	647.2	$	635.7

	Nine Months Ended September 30,
	2023		2022
Subscription revenues	$	1,207.3	$	1,220.7
Re-occurring revenues	325.5		329.2
Transactional and other revenues	412.3		435.5
Deferred revenues adjustment	—		(0.9)
Revenues, net	$	1,945.1	$	1,984.5

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Contract Balances


Balances, as of:	Accounts receivable, net		Current deferred revenues		Non-current deferred revenues
December 31, 2022	$	872.1	$	947.5	$	38.5
September 30, 2023	766.9		889.2		36.5
Decrease	$	(105.2)	$	(58.3)	$	(2.0)

December 31, 2021	$	906.4	$	1,030.4	$	54.2
September 30, 2022	748.6		857.8		37.7
Decrease	$	(157.8)	$	(172.6)	$	(16.5)

The Company recognized revenue of $732.0 during the nine months ended September 30, 2023, attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term. During the nine months ended September 30, 2023, we revised the disclosure in this Note by $130.3 to decrease the disclosed revenue recognized that was included in the opening deferred revenue balance at December 31, 2022. This correction did not have an impact on the accompanying Condensed Consolidated Balance Sheets or Statements of Operations.

Transaction Price Allocated to Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. Our most significant remaining performance obligations relate to contracts in which we license the right to use our products to our customers or provide maintenance services over the remaining contractual term, a majority of which are contracts with a duration of one year or less. As of September 30, 2023, approximately 90% of the aggregate transaction price allocated to remaining performance obligations are expected to be satisfied within one year.

Note 11: Shareholders’ Equity

As of September 30, 2023, there were unlimited shares of ordinary stock authorized and 663.9 million shares issued and outstanding, with no par value. The Company did not hold any shares as treasury shares as of September 30, 2023 and December 31, 2022. The Company’s ordinary shareholders are entitled to one vote per share.

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/A), 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, 2023, we accrued $6.2 of 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 nine months ended September 30, 2022, 182.1 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 $12.73 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 $3.7 during the nine months ended September 30, 2022. The CPA Global Equity Plan was terminated during the year ended December 31, 2022 after all remaining shares were sold and payments were made to respective employees.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Share Repurchase Program and Share Retirements - 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. During the nine months ended September 30, 2022, the Company repurchased 10.7 million ordinary shares at an average price per share of $16.33 with a total carrying value of $175.0 all of which were subsequently retired at an average price at retirement of $15.61 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 Condensed Consolidated Statement of Changes in Equity in the amount of $7.7.

In May 2023, the Company's Board of Directors approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board's authorization, the Company obtained shareholder approval on July 27, 2023 to permit it to conduct open-market purchases of up to 100.0 million of its ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. During the three months ended September 30, 2023, the Company repurchased 13.8 million ordinary shares for $100.0, or an average of $7.22 per share. The repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of September 30, 2023, the Company had $400.0 of availability remaining under the Board's authorization.

Accumulated Other Comprehensive Income (Loss) (“AOCI” or “AOCL”)

The tables below provide information about the changes in Accumulated Other Comprehensive Income (Loss) by component and the related amounts reclassified to net earnings during the periods indicated (net of tax):


	Nine Months Ended September 30, 2023
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Accumulated Other Comprehensive Loss
Balance as of December 31, 2022	$	38.1	$	1.5	$	(705.5)	$	(665.9)
Other comprehensive income (loss) before reclassifications	22.2		(0.1)		14.0		36.1
Reclassifications from AOCL to net earnings	(27.7)		—		(0.3)		(28.0)
Net other comprehensive (loss) income	(5.5)		(0.1)		13.7		8.1
Balance as of September 30, 2023	$	32.6	$	1.4	$	(691.8)	$	(657.8)


	Nine Months Ended September 30, 2022
	Interest rate swaps		Defined benefit pension plans		Foreign currency translation adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2021	$	1.1	$	(1.4)	$	327.0	$	326.7
Other comprehensive income (loss) before reclassifications	51.4		0.1		(1,447.1)		(1,395.6)
Reclassifications from AOCI to net earnings	(0.8)		—		—		(0.8)
Net other comprehensive income (loss)	50.6		0.1		(1,447.1)		(1,396.4)
Balance as of September 30, 2022	$	51.7	$	(1.3)	$	(1,120.1)	$	(1,069.7)

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 12: Share-based Compensation

The Company grants share-based awards under the Clarivate Plc 2019 Incentive Award Plan ("the Plan"). As of September 30, 2023, approximately 25.3 million 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 Consolidated Statements of Operations. Total share-based compensation expense for the three and nine months ended September 30, 2023 and 2022, comprised of the following:


	Three Months Ended September 30, 2023
	Stock Options		RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	—	$	10.9	$	—	$	—	$	10.9
Selling, general and administrative costs	—		16.6		(2.1)		—		14.5
Total share-based compensation expense	$	—	$	27.5	$	(2.1)	$	—	$	25.4

	Nine Months Ended September 30, 2023
	Stock Options		RSUs		PSUs		CPA Global Equity Plan		Total
Cost of revenues	$	—	$	33.9	$	0.3	$	—	$	34.2
Selling, general and administrative costs	1.9		49.5		11.5		—		62.9
Total share-based compensation expense	$	1.9	$	83.4	$	11.8	$	—	$	97.1


	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

The following table summarizes the Company’s existing share-based compensation awards program activity for the nine months ended September 30, 2023, and 2022, respectively:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Nine Months Ended September 30, 2023
	Stock Options		RSUs		PSUs
Balance at December 31, 2022	3.7		13.5		2.1
Granted	—		6.1		1.6
Exercised/Vested	—		(5.0)		(0.1)
Forfeited	—		(1.1)		(0.6)
Balance at September 30, 2023	3.7		13.5		3.0

Total remaining unamortized compensation costs	$	—	$	71.1	$	30.1

Weighted average remaining service period	0 years		0.99 years		1.96 years


	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	(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

Note 13: Income Taxes

We compute our provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period.

During the three months ended September 30, 2023, the income tax provision of $15.6 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. During the three months ended September 30, 2022, the income tax provision of $22.1 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the mark to market gain on private warrants. The 2022 impairment charge did not have a material impact on the September 30, 2022 income tax provision.

During the nine months ended September 30, 2023, the income tax benefit of $83.3 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized, $70.4 tax benefit was recorded on the settlement of an open tax dispute, $33.0 tax benefit was associated with the impairment of intangible assets, and $17.1 tax benefit was related to the partial release of valuation allowance recorded against certain US tax attributes that are now considered realizable due to sufficient cumulative income and continued projections of future taxable income. During the nine months ended September 30, 2022, the income tax provision of $48.9 was primarily due to the mix of taxing jurisdictions in which pre-tax profits and losses were recognized and the higher mark to market gain on private warrants.

Note 14: 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.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Potential ordinary shares on a gross basis of 30.3 million and 10.1 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, 2023 and 2022, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. Potential ordinary shares on a gross basis of 29.4 million and 9.3 million options, RSUs, PSUs, and Warrants related to the 2019 Incentive Award Plan were excluded from diluted EPS for the three months ended September 30, 2023 and 2022, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. See Note 11 - Shareholders’ Equity and Note 12 - 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, 2023, as their effect would be anti-dilutive. The average share price for the Company was less than the strike price for the warrants for the three and nine months ended September 30, 2023.

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


	Three Months Ended September 30,
	2023		2022
Basic EPS
Net income (loss) available to ordinary shareholders	$	12.3	$	(4,415.5)
Dividends on preferred shares	18.9		18.9
Net loss attributable to ordinary shares	$	(6.6)	$	(4,434.4)

Basic weighted-average number of ordinary shares outstanding	670.9		673.6
Basic EPS	$	(0.01)	$	(6.58)

Diluted EPS
Net loss attributable to ordinary shares	$	(6.6)	$	(4,434.4)
Change in fair value of private placement warrants	—		(49.0)
Net loss attributable to ordinary shares, diluted	$	(6.6)	$	(4,483.4)

Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic	670.9		673.6
Weighted-average effect of potentially dilutive shares to purchase ordinary shares	—		1.6
Diluted weighted-average number of ordinary shares outstanding	670.9		675.2
Diluted EPS	$	(0.01)	$	(6.64)

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Nine Months Ended September 30,
	2023		2022
Basic EPS
Net loss available to ordinary shareholders	$	(67.3)	$	(4,283.6)
Dividends on preferred shares	56.3		56.3
Net loss attributable to ordinary shares	$	(123.6)	$	(4,339.9)

Basic weighted-average number of ordinary shares outstanding	673.9		676.7
Basic EPS	$	(0.18)	$	(6.41)

Diluted EPS
Net loss attributable to ordinary shares	$	(123.6)	$	(4,339.9)
Change in fair value of private placement warrants	—		(190.7)
Net loss attributable to ordinary shares, diluted	$	(123.6)	$	(4,530.6)

Denominator:
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic	673.9		676.7
Weighted-average effect of potentially dilutive shares to purchase ordinary shares	—		3.9
Diluted weighted-average number of ordinary shares outstanding	673.9		680.6
Diluted EPS	$	(0.18)	$	(6.66)

Note 15: Other Operating Income, Net

Other operating income, net, consisted of the following for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,
	2023		2022



Net foreign exchange gain	$	(17.0)	$	(30.0)
Miscellaneous expense, net	4.0		3.4
Other operating income, net	$	(13.0)	$	(26.6)


	Nine Months Ended September 30,
	2023		2022


Gain on legal settlement(1)	$	(49.4)	$	—
Net foreign exchange loss (gain)	15.3		(73.9)
Miscellaneous expense, net	3.6		9.0
Other operating income, net	$	(30.5)	$	(64.9)

(1) Refer to Note 17 - Commitments and Contingencies for further information.

Note 16: 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 Adjusted EBITDA. The CODM does not review assets by segment for the purposes of assessing performance or allocating resources.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Below is the overview of the product groups within each reportable segment. This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale.

•The A&G segment consists of our Academia & Government product group, which drives research excellence across institutions, empowers researchers to tackle today’s global challenges, and helps academic institutions and libraries improve operational efficiency and effectiveness.

•The IP segment consists of our Patent Intelligence, Brand IP Intelligence, and IP Lifecycle Management product groups, which enable customers to establish, protect, and manage their intellectual property.

•The LS&H segment consists of our Life Sciences & Healthcare product group, which includes products and solutions that provide insight and foresight across the drug and device lifecycle, empowering life science and healthcare organizations to create a healthier tomorrow.

Each of the three 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 income (loss) before the provision for income taxes, depreciation and amortization, and interest expense adjusted to exclude acquisition and disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency remeasurement, 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, impairments, and other items that are included in net income (loss) 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,
	2023		2022		2023		2022
Academia & Government	$	327.2	$	307.1	$	983.9	$	951.6
Intellectual Property	211.7		225.0		637.1		705.2
Life Sciences & Healthcare	108.3		103.6		324.1		327.7
Total Revenues, net	$	647.2	$	635.7	$	1,945.1	$	1,984.5

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, per share data, ratios or as noted)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Academia & Government	$	144.0	$	124.1	$	416.2	$	351.5
Intellectual Property	98.5		106.0		293.2		331.4
Life Sciences & Healthcare	38.9		41.5		109.6		125.4
Total Adjusted EBITDA	$	281.4	$	271.6	$	819.0	$	808.3
Benefit (provision) for income taxes	(15.6)		(22.1)		83.3		(48.9)
Depreciation and amortization	(176.8)		(169.7)		(527.5)		(521.7)
Interest expense and amortization of debt discount, net	(71.9)		(71.5)		(218.5)		(193.3)
Mark to market gain on financial instruments(1)	12.6		53.3		14.4		202.7
Deferred revenues adjustment	—		(0.3)		—		(0.9)
Transaction related costs(2)	(2.7)		3.7		(5.1)		(8.1)
Share-based compensation expense	(25.4)		(20.8)		(97.1)		(79.9)

Restructuring and lease impairments(3)	(3.7)		(26.0)		(25.3)		(56.9)
Goodwill and intangible asset impairments(4)	—		(4,448.6)		(135.2)		(4,448.6)
Other(5)	14.4		14.9		24.7		63.7
Net income (loss)	$	12.3	$	(4,415.5)	$	(67.3)	$	(4,283.6)
Dividends on preferred shares	(18.9)		(18.9)		(56.3)		(56.3)
Net loss attributable to ordinary shares	$	(6.6)	$	(4,434.4)	$	(123.6)	$	(4,339.9)

(1) Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Refer to Note 8 - Fair Value Measurements for further information.
(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.
(3) Primarily reflects severance and related benefit costs related to approved restructuring programs. Refer to Note 19 - Restructuring and Lease Impairments for further information.
(4) During the nine months ended September 30, 2023, the Company recorded an impairment charge of $132.2 in connection with intangible assets classified as assets held-for-sale and a $3.0 goodwill impairment charge associated with the disposal group's allocated portion of the IP segment reporting unit's goodwill balance. Refer to Note 4 - Assets Held for Sale and Divested Operations. 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.
(5) The current and prior year periods include the unrealized net gain or loss on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period also includes a $49.4 gain on legal settlement. Refer to Note 15 - Other Operating Income, Net and Note 17 - Commitments and Contingencies for further information.

Note 17: 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 $4, which includes estimated legal costs and accrued interest. The recorded probable loss is an estimate and the actual costs arising from our litigation could be materially lower or higher. We have and will continue to vigorously defend ourselves against these

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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.

During the nine months ended September 30, 2023, we reached settlement related to the potential liability for one of the larger legal claims, which was covered by insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in the Condensed Consolidated Statement of Operations.

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. Without deciding the motion, the court entered an order on June 23, 2023 allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10, 2023, the court issued an order deeming defendants' prior motions and briefs to be directed at the amended complaint and permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the motions was completed on September 8, 2023. Defendants' motions to dismiss the amended complaint are currently pending.

In a separate, but related litigation, 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. Briefing on defendants' preliminary objections was completed on December 12, 2022, and the preliminary objections remain pending. On January 4, 2023, the court granted a partial stay of all proceedings until further court order after oral argument on the stay motion. Following oral argument on April 11, 2023, the court denied a further stay of the proceedings on April 17, 2023. 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.

Warrant Liabilities

Under Accounting Standards Codification 815, Derivatives and Hedging, ("ASC 815"), 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. As of September 30, 2023, the Private Placement Warrants are set to expire within one year. Therefore, the remaining liability is included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2023 (refer to Note 8 - Fair Value Measurements for additional information).

Contingent Liabilities

As of September 30, 2023 and December 31, 2022, there were no outstanding contingent liabilities.

MCPS Dividends

As noted in Note 11 - Shareholders’ Equity, dividends on our convertible preferred shares will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee of our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Refer to Note 11 - Shareholders’ Equity for further details.

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Note 18: Related Party Transactions

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, 2023, interest expense of $0.5 and $1.6, respectively, and amortization of the Finance lease right of use asset ("ROU") of $0.1 and $0.3, respectively, is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $8.0 is presented within Property, Plant, and Equipment (see Note 5 - Property and Equipment, Net) and the corresponding lease liability of $30.5 is treated as an item of indebtedness (see Note 9 - Debt) within the Condensed Consolidated Balance Sheet.

Clarivate has a vendor and customer arrangement with an affiliate of one of our directors. The Company recognized revenues, net of $0.1 and $0.2 and incurred expenses of $1.2 and $1.1, respectively during the three months ended September 30, 2023 and 2022, related to the arrangement. During the nine months ended September 30, 2023 and 2022, the Company recognized revenues, net of $0.5 and $0.6 and incurred expenses of $3.7 and $3.4, respectively, related to the arrangement. As of September 30, 2023 and December 31, 2022, the Company had no outstanding receivables and payables related to the arrangement.

Note 19: Restructuring and Lease Impairments

One Clarivate Program - During the second quarter of 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

ProQuest Acquisition Integration Program - During the fourth quarter of 2021, the Company approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

Segment Optimization Program - During the second quarter of 2023, the Company approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce.

Other Restructuring Programs - During the fourth quarter of 2019 and throughout 2020, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base, resulting in the implementation of several cost-saving and margin improvement programs designed to generate substantial incremental cash flows.

The following table summarizes the pre-tax charges by activity and program during the periods indicated:

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Severance and Related Benefit Costs:
One Clarivate Program	$	—	$	2.6	$	—	$	13.7
ProQuest Acquisition Integration Program	(0.2)		6.6		16.7		18.6
Segment Optimization Program	2.6		—		4.9		—
Other Restructuring Programs	—		0.1		—		(0.5)
Total Severance and Related Benefit Costs	$	2.4	$	9.3	$	21.6	$	31.8

Exit and Disposal Costs:
One Clarivate Program	$	—	$	—	$	—	$	0.1
ProQuest Acquisition Integration Program	—		0.1		0.1		2.0

Other Restructuring Programs	—		—		—		0.1
Total Exit and Disposal Costs	$	—	$	0.1	$	0.1	$	2.1

Lease Abandonment Costs:

ProQuest Acquisition Integration Program	$	—	$	16.4	$	—	$	22.6
Segment Optimization Program	1.4		—		3.7		—
Other Restructuring Programs	(0.1)		0.2		(0.1)		0.4
Total Lease Abandonment Costs	$	1.3	$	16.6	$	3.6	$	23.0

Restructuring and Lease Impairment Costs	$	3.7	$	26.0	$	25.3	$	56.9

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

The following table summarizes the pre-tax charges by program and segment during the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Academia & Government:
One Clarivate Program	$	—	$	1.6	$	—	$	7.8
ProQuest Acquisition Integration Program	(0.2)		12.5		9.1		23.8
Segment Optimization	1.4		—		3.0		—
Other Restructuring Programs	(0.1)		0.2		(0.1)		0.1
Total Academia & Government	$	1.1	$	14.3	$	12.0	$	31.7

Intellectual Property:
One Clarivate Program	$	—	$	0.6	$	—	$	3.6
ProQuest Acquisition Integration Program	—		7.3		4.6		13.2
Segment Optimization	0.5		—		1.9		—
Other Restructuring Programs	—		0.2		—		—
Total Intellectual Property	$	0.5	$	8.1	$	6.5	$	16.8

Life Sciences & Healthcare:
One Clarivate Program	$	—	$	0.4	$	—	$	2.4
ProQuest Acquisition Integration Program	—		3.3		3.1		6.2
Segment Optimization	2.1		—		3.7		—
Other Restructuring Programs	—		—		—		(0.1)
Total Life Sciences & Healthcare	$	2.1	$	3.7	$	6.8	$	8.5

Restructuring and Lease Impairment Costs	$	3.7	$	26.0	$	25.3	$	56.9

The following table summarizes the activity relating to the restructuring reserves across each of Clarivate's cost-saving programs during the periods indicated:


	Severance and Related Benefit Costs		Exit, Disposal and Abandonment Costs		Total
Reserve Balance as of December 31, 2022	$	11.5	$	0.1	$	11.6
Expenses recorded	21.6		3.7		25.3
Payments made	(27.7)		(2.4)		(30.1)
Noncash items	(2.9)		—		(2.9)
Reserve Balance as of September 30, 2023	$	2.5	$	1.4	$	3.9

Reserve Balance as of December 31, 2021	$	28.3	$	0.7	$	29.0
Expenses recorded	31.8		25.1		56.9
Payments made	(43.6)		(3.0)		(46.6)
Noncash items	(3.8)		(22.5)		(26.3)
Reserve Balance as of September 30, 2022	$	12.7	$	0.3	$	13.0

Note 20: Subsequent Events

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CLARIVATE PLC

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

Management has evaluated the impact of events that have occurred subsequent to September 30, 2023. 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 & Government ("A&G") segment, Intellectual Property (“IP”) segment, and Life Sciences & Healthcare ("LS&H") segment, which are also our reportable segments. Our A&G segment consists of our Academia & 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. 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. 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.

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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)

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.

Risks and Uncertainties

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 in 2022 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.

In December 2021, the Organization for Economic Co-operation and Development (OECD) issued model rules for a new global minimum tax framework under its “Pillar Two” initiative, and various governments around the world have issued, or have announced that they plan to issue, legislation consistent with the OECD model rules. The Company is within the scope of the OECD Pillar Two model rules.

During Q3 2023, the United Kingdom enacted legislation consistent with the OECD model rules, which will be effective beginning January 1, 2024. The Company is in the process of assessing the impact of legislation enacting global minimum tax rules in various jurisdictions. Due to the complexities in applying these new rules, we cannot reasonably estimate the future quantitative impact. However, we believe that currently enacted or future legislation related to global minimum tax regimes may materially impact the income tax provision in future years.

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 Renewal Rates, and 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 and 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 may be useful to investors for the same reasons, these measures are not a substitute for GAAP financial measures or disclosures. For a reconciliation of our non-GAAP measures to the corresponding most closely related measures calculated in accordance with GAAP, see Certain Non-GAAP Measures below.

Organic revenue growth

We review year-over-year organic revenue growth in our segments as a key measure of our success in addressing customer needs. We also review year-over-year organic 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 organic revenue growth excluding acquisitions, disposals, 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, disposals, 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.

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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)

•Acquisitions: We define acquisition 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.

•Disposals: We define disposals revenue as the revenue generated in the prior year comparative period from product lines, services, and/or businesses divested from the date of the sale in the current period presented or included within a disposal group.

•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 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 revenues 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 79.6% and 80.4% for the three months ended September 30, 2023 and 2022 and 78.8% and 78.1% for the nine months ended September 30, 2023 and 2022, 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

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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)

annual 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)
	2023		2022		$		%
Annualized Contract Value	$	1,579.2	$	1,647.1	$	(67.9)	(4.1)	%
(1) The change in ACV is primarily due to the divestiture of MarkMonitor in October 2022 and changes in foreign exchange rates, partially offset by organic ACV growth of 2.6% largely attributed to the impact of price increases.

Annual 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 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 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 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 renewal rates. Our annual renewal rates were 92% and 92% for the nine months ended September 30, 2023 and 2022, respectively.

Free Cash Flow

We use free cash flow in our operational and financial decision-making and believe free cash flow is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to measure the ability of a company to service its debt. Our presentation of 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. For further discussion on 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, 2022.

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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)

Results of Operations

Revenues, net

Total Revenue

Revenues, net of $647.2 for the three months ended September 30, 2023, increased by $11.5, or 1.8%, from $635.7 for the three months ended September 30, 2022. On a constant currency basis, Revenues, net decreased by $8.2, or 1.3% for the three months ended September 30, 2023. Revenues, net of $1,945.1 for the nine months ended September 30, 2023, decreased by $39.4, or 2.0%, from $1,984.5 for the nine months ended September 30, 2022. On a constant currency basis, Revenues, net decreased by $52.3, or 2.6% for the nine months ended September 30, 2023.

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.


	Three Months Ended September 30,				Change				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Subscription revenues	$	408.1	$	408.3	$	(0.2)	—	%	—	%	(4.4)	%	3.1	%	1.3	%
Re-occurring revenues	106.8		102.7		4.1		4.0	%	—	%	—	%	3.5	%	0.5	%
Transactional and other revenues	132.3		125.0		7.3		5.8	%	—	%	(0.4)	%	2.7	%	3.5	%
Deferred revenues adjustment	—		(0.3)		0.3		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	647.2	$	635.7	$	11.5	1.8	%	—	%	(3.0)	%	3.1	%	1.7	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

On a constant currency basis, subscription revenues decreased by $12.9, or 3.2%. Disposal subscription revenue reductions primarily relate to the MarkMonitor business divestiture. Organic subscription revenues increased primarily due to price increases.

On a constant currency basis, re-occurring revenues increased by $0.5, or 0.5%. Organic re-occurring revenues growth is primarily due to increased patent renewal volumes.

On a constant currency basis, transactional and other revenues increased by $3.9, or 3.1%. Organic transactional and other revenues growth primarily due to LS&H and A&G transactional sales.


	Nine Months Ended September 30,				Change				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Subscription revenues	$	1,207.3	$	1,220.7	$	(13.4)	(1.1)	%	—	%	(4.4)	%	1.0	%	2.3	%
Re-occurring revenues	325.5		329.2		(3.7)		(1.1)	%	—	%	—	%	(0.1)	%	(1.0)	%
Transactional and other revenues	412.3		435.5		(23.2)		(5.3)	%	—	%	(1.2)	%	0.2	%	(4.3)	%
Deferred revenues adjustment	—		(0.9)		0.9		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	1,945.1	$	1,984.5	$	(39.4)	(2.0)	%	—	%	(3.0)	%	0.7	%	0.3	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

On a constant currency basis, subscription revenues decreased by $25.7, or 2.1%. Disposal subscription revenue reductions primarily relate to the MarkMonitor business divestiture. Organic subscription revenues increased primarily due to price increases, reflecting a trend consistent with the increase in our ACV between periods.

On a constant currency basis, re-occurring revenues decreased by $3.3, or 1.0%. Organic re-occurring revenues declined primarily due to lower patent renewal price yield per case.

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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)

On a constant currency basis, transactional and other revenues decreased by $24.2, or 5.6%. Organic transactional and other revenues declined primarily due to lower LS&H real world data sales and IP trademarks transactional volumes and search & analytics revenue.

Revenue by Geography

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


	Three Months Ended September 30,				Change				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Americas	$	342.8	$	349.2	$	(6.4)	(1.8)	%	—	%	(4.6)	%	0.9	%	1.9	%
Europe/Middle East/Africa	176.3		167.6		8.7		5.2	%	—	%	(1.3)	%	6.7	%	(0.2)	%
Asia Pacific	128.1		119.2		8.9		7.5	%	—	%	(0.5)	%	4.6	%	3.4	%
Deferred revenues adjustment	—		(0.3)		0.3		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	647.2	$	635.7	$	11.5	1.8	%	—	%	(3.0)	%	3.1	%	1.7	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

On a constant currency basis, Americas revenues decreased by $9.4, or 2.7%, with organic growth due to A&G content aggregation revenue growth combined with growth in LS&H services revenue and real world data sales. Lower IP re-occurring patent renewal and transactional search & analytics revenues offset in part. On a constant currency basis, Europe/Middle East/Africa revenues decreased by $2.5, or 1.5%, with organic decline primarily due to LS&H transactional and IP patent search & analytics revenue. On a constant currency basis, Asia Pacific revenues increased by $3.4, or 2.9%, with organic growth led by A&G subscription and IP re-occurring and transactional revenue.


	Nine Months Ended September 30,				Change				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Americas	$	1,043.5	$	1,094.0	$	(50.5)	(4.6)	%	—	%	(4.3)	%	0.2	%	(0.5)	%
Europe/Middle East/Africa	523.5		523.7		(0.2)		0.0	%	—	%	(1.7)	%	1.2	%	0.5	%
Asia Pacific	378.1		367.7		10.4		2.8	%	—	%	(0.7)	%	1.2	%	2.3	%
Deferred revenues adjustment	—		(0.9)		0.9		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	1,945.1	$	1,984.5	$	(39.4)	(2.0)	%	—	%	(3.0)	%	0.7	%	0.3	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

On a constant currency basis, Americas revenues decreased by $52.6, or 4.8%, with organic decline due to lower IP re-occurring patent renewal and transactional trademarks, search & analytics and patent filing revenues. On a constant currency basis, Europe/Middle East/Africa revenues decreased by $6.7, or 1.3%, with organic growth due to A&G subscription and IP re-occurring revenue. On a constant currency basis, Asia Pacific revenues increased by $6.1, or 1.7%, with organic growth led by A&G subscription revenue.

Revenue by Segment

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

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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				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Academia & Government	$	327.2	$	307.1	$	20.1	6.5	%	—	%	—	%	3.1	%	3.4	%
Intellectual Property	211.7		225.3		(13.6)		(6.0)	%	—	%	(8.3)	%	3.2	%	(0.9)	%
Life Sciences & Healthcare	108.3		103.6		4.7		4.5	%	—	%	—	%	2.8	%	1.7	%
Deferred revenues adjustment	—		(0.3)		0.3		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	647.2	$	635.7	$	11.5	1.8	%	—	%	(3.0)	%	3.1	%	1.7	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

Academia & Government Segment: On a constant currency basis, revenues increased by $10.4, or 3.4%. Organic revenues, on a constant currency basis, increased primarily due to subscription revenues growth due to price increases combined with transaction revenues growth on content aggregation and library software implementation revenue.

Intellectual Property Segment: On a constant currency basis, revenues decreased by $20.7, or 9.2%. Organic revenues, on a constant currency basis, declined primarily due to declines in trademark search and patent search & analytics revenue.

Life Sciences & Healthcare Segment: On a constant currency basis, revenues increased by $1.8, or 1.7%. Organic revenues growth realized primarily due to transactional real world data and consulting sales.


	Nine Months Ended September 30,				Change				Percentage of Change
(in millions, except percentages)	2023		2022		$		%		Acquisitions		Disposals(1)		FX Impact		Organic
Academia & Government	$	983.9	$	951.6	$	32.3	3.4	%	—	%	—	%	1.0	%	2.4	%
Intellectual Property	637.1		706.1		(69.0)		(9.8)	%	—	%	(8.4)	%	0.1	%	(1.5)	%
Life Sciences & Healthcare	324.1		327.7		(3.6)		(1.1)	%	—	%	—	%	0.9	%	(2.0)	%
Deferred revenues adjustment	—		(0.9)		0.9		100.0	%	100.0	%	—	%	—	%	—	%
Revenues, net	$	1,945.1	$	1,984.5	$	(39.4)	(2.0)	%	—	%	(3.0)	%	0.7	%	0.3	%

(1) Represents revenues from the MarkMonitor divestiture completed in October 2022 and from the assets held-for-sale disposal group (refer to Note 4 - Assets Held for Sale and Divested Operations for further information).

Academia & Government Segment: On a constant currency basis, revenues increased by $22.9, or 2.4%. Organic revenues, on a constant currency basis, increased primarily due to subscription revenues growth due to price increases.

Intellectual Property Segment: On a constant currency basis, revenues decreased by $69.6, or 9.9%. Organic revenues, on a constant currency basis, declined primarily due to lower re-occurring patent renewal revenue because of timing of the accelerated patent renewal payments in the prior year and declines in transactional trademarks, search & analytics and patent filing revenue.

Life Sciences & Healthcare Segment: On a constant currency basis, revenues decreased by $6.5, or 2.0%. Organic revenues, on a constant currency basis, declined primarily due to lower transactional real world data sales, partially offset by subscription revenues growth from price increases.

Operating Expenses

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

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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				Nine Months Ended September 30,						Change
(in millions, except percentages)	2023			2022			$		%		2023			2022			$		%
Cost of revenues	$	220.6		$	223.7		$	(3.1)	(1.4)	%	$	674.8		$	717.0		$	(42.2)	(5.9)	%
Selling, general and administrative costs	171.9			169.5			2.4		1.4	%	559.3			549.3			10.0		1.8	%
Total COR and SGA	$	392.5		$	393.2		$	(0.7)	(0.2)	%	$	1,234.1		$	1,266.3		$	(32.2)	(2.5)	%

Depreciation and amortization expense	$	176.8		$	169.7		$	7.1	4.2	%	$	527.5		$	521.7		$	5.8	1.1	%

As a percentage of revenue:
Total COR and SGA	60.6		%	61.9		%					63.4		%	63.8		%
Depreciation and amortization expense	27.3		%	26.7		%					27.1		%	26.3		%

Cost of revenues

On a constant currency basis, cost of revenues decreased by $6.3, or 2.8%, for the three months ended September 30, 2023. Cost of revenues as a percentage of revenues, net decreased by 1.1% to 34.1% for the three months ended September 30, 2023 compared to 35.2% for the three months ended September 30, 2022. The decrease was primarily attributed to the MarkMonitor business divestiture, partially offset by increased share-based compensation.

On a constant currency basis, cost of revenues decreased by $38.9, or 5.4%, for the nine months ended September 30, 2023. Cost of revenues as a percentage of revenues, net decreased by 1.4% to 34.7% for the nine months ended September 30, 2023, compared to 36.1% for the nine months ended September 30, 2022. The decrease was primarily attributed to the MarkMonitor business divestiture and reduced outside-service costs.

Selling, general and administrative

On a constant currency basis, selling, general and administrative expense decreased by $0.2, or 0.1%, for the three months ended September 30, 2023. Selling, general and administrative costs as a percentage of revenues, net decreased by 0.1% to 26.6% for the three months ended September 30, 2023 compared to 26.7% for the three months ended September 30, 2022.

On a constant currency basis, selling, general and administrative expense increased by $13.8, or 2.5%, for the nine months ended September 30, 2023. Selling, general and administrative costs as a percentage of revenues, net increased by 1.1% to 28.8% for the nine months ended September 30, 2023, compared to 27.7% for the nine months ended September 30, 2022. The increase was primarily attributed to increased legal claim and settlement costs, license and subscription fees, and share-based compensation. The increase was partially offset by reduced outside-service costs.

Depreciation and Amortization

Depreciation and Amortization are relatively consistent for the three and nine months ended September 30, 2023 and 2022. As a percentage of revenues, net, depreciation and amortization expense increased by 0.6% to 27.3% for the three months ended September 30, 2023 compared to 26.7% for the three months ended September 30, 2022. For the nine months ended September 30, 2023, expressed as a percentage of revenues, net, depreciation and amortization expense increased by 0.8% to 27.1% compared to 26.3% for the nine months ended September 30, 2022.

Restructuring and lease impairments


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Restructuring and lease impairments	$	3.7	$	26.0	$	(22.3)	(85.8)	%	$	25.3	$	56.9	$	(31.6)	(55.5)	%

The decrease for the three and nine months ended September 30, 2023, was driven by the wind-down of expenses associated with the OneClarivate, CPA Global Acquisition Integration, Operation Simplification and Optimization, and ProQuest Acquisition Integration Programs, partially offset by the Segment Optimization Program. As of September 30, 2023, we are not expecting to incur any significant further costs under the former restructuring plans. See Note 19 - Restructuring and Lease Impairments for further 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 following table summarizes the total costs incurred to date and expected costs to be incurred in a future period for each program.


	Total Costs Incurred to Date		Costs Expected to be Incurred in Future Periods
One Clarivate Program	$	36.7	$	—
ProQuest Acquisition Integration Program	68.1		—
Segment Optimization	8.6		6.0
Other Restructuring Programs:
CPA Global Acquisition Integration and Optimization Program	128.0		—
DRG Acquisition Integration Program	7.3		—
Operation Simplification and Optimization Program	44.5		—
Total Other Restructuring Programs	$	179.8	$	—

Goodwill and intangible asset impairments

During the nine months ended September 30, 2023, the Company recorded an impairment charge of $132.2 in connection with intangible assets classified as assets held-for-sale and a $3.0 goodwill impairment charge associated with the disposal group's allocated portion of the IP segment reporting unit's goodwill balance. Refer to Note 4 - Assets Held for Sale and Divested Operations and Note 8 - Fair Value Measurements for additional information.

During the three months ended September 30, 2022, indicators of possible impairment were identified and 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, net


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Other operating income, net	$	(13.0)	$	(26.6)	$	(13.6)	(51.1)	%	$	(30.5)	$	(64.9)	$	(34.4)	(53.0)	%

The decrease for the three months ended September 30, 2023 was driven by the reduced net gain on foreign exchange re-measurement. The decrease for the nine months ended September 30, 2023 was primarily driven by the net loss on foreign exchange re-measurement, as compared to a net gain for the nine months ended September 30, 2022. This decrease was offset, in part, by a gain on legal settlement recorded during the nine months ended September 30, 2023.

Mark to market gain on financial instruments


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Mark to market gain on financial instruments	$	(12.6)	$	(53.3)	$	(40.7)	(76.4)	%	$	(14.4)	$	(202.7)	$	(188.3)	(92.9)	%

The Company accounts for its outstanding private placement warrants as liabilities at fair value on the balance sheet, which are subject to remeasurement at each balance sheet date and any change in fair value is recognized as of the end of each period for which earnings are reported. The change in fair value resulting in a decrease for the three and nine months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 was driven by the change in the Company’s share price and its impact as an input to the Black-Scholes option valuation model.

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				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Interest expense and amortization of debt discount, net	$	71.9	$	71.5	$	0.4	0.6	%	$	218.5	$	193.3	$	25.2	13.0	%

The increase for the nine months ended September 30, 2023 was primarily driven by higher floating interest rates on borrowings under the Term Loan Facility, partially offset by gains under our interest rate swap program and debt prepayments.

Provision (benefit) for income taxes


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Provision (benefit) for income taxes	$	15.6	$	22.1	$	(6.5)	(29.4)	%	$	(83.3)	$	48.9	$	(132.2)	(270.3)	%

The year-to-date decrease in tax expense is primarily due to $70.4 tax benefit on the settlement of an open tax dispute, $33.0 tax benefit associated with the impairment of intangible assets, and $17.1 tax benefit relating to the partial release of valuation allowance recorded against certain US tax attributes. Both the three and nine months ended September 30, 2023 are also impacted by the change in the mix of taxing jurisdictions in which pre-tax profits and losses were recognized. The effective tax rate for the three and nine months ended September 30, 2023 may not be indicative of our effective tax rates for future periods.

Dividends on preferred shares


	Three Months Ended September 30,				Change				Nine Months Ended September 30,				Change
	2023		2022		$		%		2023		2022		$		%
Dividends on preferred shares	$	18.9	$	18.9	$	—	—	%	$	56.3	$	56.3	$	—	—	%

Dividends on preferred shares are consistent for the three and nine months ended September 30, 2023 and 2022. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If no dividends are declared and paid, they will continue to accumulate as the agreement contains a backstop to it being paid even if never declared by the Board.

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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 and 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, 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. Adjusted EBITDA represents net income (loss) before the provision for income taxes, depreciation and amortization, and interest expense adjusted to exclude acquisition and disposal-related transaction costs, losses on extinguishment of debt, share-based compensation, unrealized foreign currency remeasurement, 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, impairments, and other items that are included in net income (loss) 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, 2023 and 2022, 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,
	2023		2022		2023		2022
Net loss attributable to ordinary shares	$	(6.6)	$	(4,434.4)	$	(123.6)	$	(4,339.9)
Dividends on preferred shares	18.9		18.9		56.3		56.3
Net income (loss)	$	12.3	$	(4,415.5)	$	(67.3)	$	(4,283.6)
Provision (benefit) for income taxes	15.6		22.1		(83.3)		48.9
Depreciation and amortization	176.8		169.7		527.5		521.7
Interest expense and amortization of debt discount, net	71.9		71.5		218.5		193.3
Deferred revenues adjustment	—		0.3		—		0.9
Transaction related costs(1)	2.7		(3.7)		5.1		8.1
Share-based compensation expense	25.4		20.8		97.1		79.9

Restructuring and lease impairments(2)	3.7		26.0		25.3		56.9
Goodwill and intangible asset impairments(3)	—		4,448.6		135.2		4,448.6
Mark to market gain on financial instruments(4)	(12.6)		(53.3)		(14.4)		(202.7)
Other(5)	(14.4)		(14.9)		(24.7)		(63.7)
Adjusted EBITDA	$	281.4	$	271.6	$	819.0	$	808.3
Adjusted EBITDA margin	43.5%		42.7%		42.1%		40.7%

(1) 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.
(2) Primarily reflects severance and related benefit costs related to approved restructuring programs. Refer to Note 19 - Restructuring and Lease Impairments for further information.
(3) During the nine months ended September 30, 2023, the Company recorded an impairment charge of $132.2 in connection with intangible assets classified as assets held-for-sale and a $3.0 goodwill impairment charge associated with the disposal group's allocated portion of the IP segment reporting unit's goodwill balance. Refer to Note 4 - Assets Held for Sale and Divested Operations. 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.
(4) Reflects mark-to-market adjustments on the Private Placement Warrants under ASC 815, Derivatives and Hedging. Refer to Note 8 - Fair Value Measurements for further information.
(5) The current and prior year periods include the unrealized net gain or loss on foreign exchange re-measurement and other individually insignificant items that do not reflect our ongoing operating performance. The current year-to-date period also includes a $49.4 gain on legal settlement. Refer to Note 15 - Other Operating Income, Net and Note 17 - Commitments and Contingencies for further information.

Liquidity and Capital Resources

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 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.

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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)

We require and will continue to need significant cash resources to, among other things, meet our debt service requirements, fund our working capital requirements, make capital expenditures (including 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:


	September 30,		December 31,
(in millions)	2023		2022
Cash and cash equivalents	$	398.9	$	348.8
Additional availability under revolving credit facility(1)	741.0		740.5
	$	1,139.9	$	1,089.3
(1) Net of letters of credit utilization of $9.0 and $9.5, respectively.

During the fourth quarter of 2022, the Company made a $300.0 prepayment on our Term Loan Facility and paid the $175.0 outstanding balance on its Revolving Credit Facility, which we had borrowed in November 2021 and used the net proceeds for general corporate purposes. As a result, the Company had no outstanding balance on its Revolving Credit Facility as of December 31, 2022 and September 30, 2023. Refer to Note 9 - Debt in Item 8. Financial Statements and Supplementary Data, for additional information related to outstanding borrowings.

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 increased by $400.0 from $350.0 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. Refer to Note 9 - Debt in Item 8. Financial Statements and Supplementary Data, for additional information related to the "springing" maturity date.

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. 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. In May 2023, the Company's Board of Directors approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board's authorization, the Company obtained shareholder approval on July 27, 2023 to permit it to conduct open-market purchases of up to 100.0 million of its ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. During the three months ended September 30, 2023, the Company repurchased 13.8 million ordinary shares for $100.0, or an average of $7.22 per share. The repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of September 30, 2023, the Company had $400.0 of availability remaining under the Board's authorization.

Cash Flows

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

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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)


	Nine Months Ended September 30,
	2023		2022
Net cash provided by operating activities	$	553.3	$	372.4
Net cash used in investing activities	(170.4)		(170.8)
Net cash used in financing activities	(322.2)		(267.5)
Effects of exchange rates	(10.3)		(64.5)
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	50.4	$	(130.4)

Net increase in cash and cash equivalents	$	50.1	$	17.7
Net increase (decrease) in restricted cash	0.3		(148.1)
Net increase (decrease) in cash and cash equivalents, and restricted cash	$	50.4	$	(130.4)

Cash Flows Provided by Operating Activities

Net cash provided by operating activities consists of net income adjusted for non-cash items, such as depreciation and amortization, deferred income taxes, share-based compensation, restructuring and impairment, mark to market adjustments on financial instruments, deferred finance charges, and for changes in operating assets and liabilities.

The increase of $180.9 in net cash provided by operating activities for the nine months ended September 30, 2023, was attributed to improved working capital results and the nonrecurring payments made from restricted cash in the prior year related to the CPA Global Equity Plan.

Cash Flows Used in Investing Activities

Net cash used in investing activities consists primarily of capital expenditures associated with product and content development.

Cash Flows Used in Financing Activities

The $54.7 increase in cash used in financing activities for the nine months ended September 30, 2023, was primarily driven by cash used for prepayments of $150.0 on our Term Loan Facility and $100.0 for repurchases of our Ordinary shares during the nine months ended September 30, 2023, offset by the $175.0 cash used for repurchases of our Ordinary shares in the prior year period.

Free Cash Flow (non-GAAP measure)

The following table reconciles Free cash flow, which is a non-GAAP measure, to net cash provided by operating activities:


	Nine Months Ended September 30,
	2023		2022
Net cash provided by operating activities	$	553.3	$	372.4
Capital expenditures	(178.6)		(156.5)
Free cash flow	$	374.7	$	215.9

Free cash flow increased $158.8 for the nine months ended September 30, 2023, compared to the prior year period, due to increased cash provided by operating activities, partially offset by increased capital expenditures.

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, 2022, 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, 2022.

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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)

Term Loan Facility (2026)

During the nine months ended September 30, 2023, the Company made prepayments of $150.0 on its Term Loan Facility.

On May 26, 2023, Camelot U.S. Acquisition LLC, a subsidiary of Clarivate Plc, entered into Amendment No. 5 to our Credit Agreement, dated as of October 31, 2019 to provide for the transition, with respect to the US dollar-denominated term loans thereunder, from a LIBOR based benchmark rate of interest to a Term SOFR based benchmark rate of interest, with certain credit spread adjustments and consequential amendments. The foregoing description of Amendment No. 5 to our Credit Agreement is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.

The 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 Agreement governing 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 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, 2023, our consolidated coverage ratio was 4.1 to 1.00 and our consolidated leverage ratio was 4.0 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 Senior Secured Notes due 2026 and 2028 and Senior Notes due 2029), 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 17 - Commitments and Contingencies in Item 1. Financial Statements and Supplementary Data, for additional information.

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 17 - Commitments and Contingencies in Item 1. Financial Statements and Supplementary Data, for additional information.

Critical Accounting Policies, Estimates and Assumptions

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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)

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, 2022.

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, 2022.

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 that have the most significant impact on our business:


Rate for 1 USD	Three Months Ended September 30,						Nine Months Ended September 30,
Currency:	2023		2022		Percentage Change		2023		2022		Percentage Change
GBP	$	0.79	$	0.85	(7)	%	$	0.80	$	0.80	—	%
EUR	0.92		0.99		(7)	%	0.92		0.94		(2)	%
JPY	144.48		138.24		5	%	138.02		128.17		8	%

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 interest rates, plus a SOFR adjustment and a margin. As of September 30, 2023, we had $2,347.4 of floating rate debt outstanding under our Term Loan Facility. For our Term Loan Facility, the interest rate is one-month Term SOFR plus a SOFR adjustment of 0.11% (subject to a floor of 0.00% for $1,028.3 and 1.00% for $1,319.1), or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. For borrowings under 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 $1,115.3 of our principal amount of our floating rate debt using interest rate swaps. As a result, $1,232.1 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 $1.4 on our cash interest expense during the three and nine months ended September 30, 2023.

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. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of our controls and procedures relative to their costs.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, due to the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective at the reasonable assurance level 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

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management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Notwithstanding the material weakness, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s condensed consolidated financial statements included in this Quarterly Report are fairly stated in all material respects in accordance with U.S. generally accepted accounting principles for each of the periods presented.

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 as the Company did not design and maintain effective controls related to the preparation and review of the footnote disclosures included in the Company’s consolidated financial statements, including controls related to the completeness and accuracy of the underlying information used in the preparation of the footnote disclosures. The material weakness was determined to have existed as of December 31, 2022 and remains unremediated as of September 30, 2023 and resulted in immaterial misstatements of our footnote disclosures for the three month period ended March 31, 2023, the three and six month periods ended June 30, 2023, and the year ended December 31, 2022. Additionally, if left unremediated, this material weakness could result in additional misstatements of the footnote disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Remediation Progress of Previously Identified Material Weakness

While progress has been made towards remediating the material weakness through new control activities designed and implemented during the third quarter of 2023, management continues to design and implement new control activities to enhance the procedures performed related to the preparation and review of footnote disclosures, including the completeness and accuracy of source data utilized in the preparation of footnote disclosures.

Changes in Internal Control Over Financial Reporting

As disclosed under "Remediation Progress of Previously Identified Material Weakness," there were changes in Clarivate’s internal control over financial reporting during the third quarter 2023 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 Condensed Consolidated Financial Statements - Note 17 - Commitments and Contingencies in this Report.

Item 1A. Risk Factors

There have been no material changes to the risk factors associated with the business as previously disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K/A for the period ended December 31, 2022.

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

Issuer Purchases of Equity Securities

The following table sets forth the total number of shares repurchased, 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 three months ended September 30, 2023.

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Period	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs(2)






July 1, 2023-July 31, 2023	87,082	$	9.65		$	500
August 1, 2023-August 31, 2023	13,897,780	$	7.07	13,848,846	$	400
September 1, 2023-September 30, 2023	665,574	$	7.35		$	400



Total	14,650,436			13,848,846

(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, restricted stock units and performance share units under the 2019 Incentive Award Plan.
(2) In May 2023, the Company's Board of Directors approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board's authorization, the Company obtained shareholder approval on July 27, 2023 to permit it to conduct open-market purchases of up to 100.0 million of its ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. As of September 30, 2023, the Company had $400.0 of availability remaining under the Board's authorization.

Item 5. Other Information

During the quarter ended September 30, 2023, no director or officer (as defined in Rule 16a-1 under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S-K).

Item 6. Exhibits and Financial Statement Schedules

EXHIBIT INDEX


10.1			Second Amendment dated as of September 18, 2023, to the Tax Benefits Preservation Plan dated as of December 22, 2022 (incorporated by reference to Exhibit 4.1 to Clarivate's Form 8-K filed September 18, 2023)
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, 2023, formatted in Inline eXtensible Business Reporting Language: (i) Condensed Consolidated Statements of Comprehensive Income (unaudited), (ii) Condensed Consolidated Balance Sheets (unaudited), (iii) Condensed Statements of Operations (unaudited), (iv) Condensed Consolidated Statements of Changes in Equity (unaudited), (v) Condensed Consolidated Statements of Cash Flows (unaudited), and (vi) 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, 2023, formatted in Inline XBRL

* Filed herewith.

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 7, 2023.

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