CLARIVATE PLC 10-K

clvt-20211231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2021 ☐ 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ 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 aggregate market value of the approximately 319.9 million ordinary shares held by non-affiliates of the Company (assuming for these purposes, but without conceding, that all executive officers and directors of the Company are affiliates of the Company) as of June 30, 2021, the last day of business of our most recently completed second fiscal quarter, was $ 8.8 billion, based on the closing sale price of the ordinary shares of $27.53 on June 30, 2021 as reported by the New York Stock Exchange. The number of ordinary shares of the Company outstanding as of January 31, 2022 was 683,151,263 . DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Definitive Proxy Statement for the 2022 Annual Shareholders Meeting are incorporated by reference into Part III of this Form 10-K. Table of Contents TABLE OF CONTENTS Page Part I 4 Item 1. Business 4 Item 1A. Risk Factors 21 Cautionary Statement Regarding Forward-Looking Statements 27 Item 1B. Unresolved Staff Comments 28 Item 2. Properties 28 Item 3. Legal Proceedings 28 Item 4. Mine Safety Disclosures 29 Part II 29 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [ Reserved ] 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66 Index to Financial Statements 67 Item 8. Financial Statements and Supplementary Data 67 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 147 Item 9A. Controls and Procedures 147 Item 9B. Other Information 148 Item 9 C . Disclosure R egarding Foreign Jurisdictions t hat P revent I nspect ion s 148 Part III 148 Item 10. Directors, Executive Officers and Corporate Governance 148 Item 11. Executive Compensation 149 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 149 Item 13. Certain Relationships and Related Transactions , and Director Independence 149 Item 14. Principal Accounting Fees and Services 149 Part IV 149 Item 15. Exhibits and Financial Statement Schedules 149 Item 16. Form 10-K Summary 152 2 Table of Contents Note on Defined Terms and Presentation We employ a number of defined terms in this annual report for clarity and ease of reference, which we have capitalized so that you may recognize them as such. As used throughout this annual 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; “Baring” refers to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares; “LGP” refers to affiliated funds of Leonard Green & Partners, L.P. that from time to time hold our ordinary shares; “Onex” refers to the affiliates of Onex Partners Advisor LP 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 annual report are presented in thousands of dollars, except for share and per share amounts. Website and Social Media Disclosure We use our website (www.clarivate.com) and corporate Twitter account (@Clarivate) as routine channels of distribution of company information, including news releases, analyst presentations, and supplemental financial information, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, investors should monitor our website and our corporate Twitter account in addition to following press releases, SEC filings, and public conference calls and webcasts. Additionally, we provide notifications of news or announcements as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts. None of the information provided on our website, in our press releases, public conference calls, and webcasts, or through social media channels is incorporated into, or deemed to be a part of, this annual 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. Industry and Market Data The market data and other statistical information used throughout this annual report are based on industry publications and surveys, public filings and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates (including estimates of the sizes and future growth rates of our markets) are based on independent industry publications, government publications, third-party forecasts and management’s good faith estimates and assumptions about our markets and our internal research. We have not independently verified such third-party information nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this annual report. While we are not aware of any misstatements regarding our market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors. See Item 1A. Risk Factors and Cautionary Statement Regarding Forward-Looking Statements in this annual report. 3 Table of Contents PART I Item 1. Business Overview We are a leading global information, analytics and workflow solutions company serving the Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Goods, Manufacturing & Technology end-markets. We provide structured information and insights to facilitate the discovery, protection, management and commercialization of scientific research, inventions and brands. Our product portfolio includes well-established, market-leading products such as Web of Science, Derwent, Cortellis, DRG, CompuMark, MarkMonitor, CPA Global and ProQuest. We serve a large, diverse and global customer base. As of December 31, 2021, we served over 50,000 customers in approximately 180 countries, including the top 30 pharmaceutical companies. We believe that the strong value proposition of our content, user interfaces, visualization and analytical tools, combined with the integration of our products and services into customers’ daily workflows, leads to our substantial customer loyalty as evidenced by their high propensity to renew their subscriptions with us. Corporations, government agencies, universities, researchers, law firms and other professional services organizations around the world depend on our high-value, curated information, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, law firms, academic institutions and governments worldwide. Our highly curated, proprietary information created through our sourcing, aggregation, verification, translation and categorization of data has resulted in our solutions being embedded in our customers’ workflow and decision-making processes. For the year ended December 31, 2021, we generated approximately $1,876,894 of revenues. We generated recurring revenues through our subscription-based model and re-occurring revenue transactions, which accounted for 79.1% of our revenues for the year ended December 31, 2021. In each of the past three years, we have also achieved annual revenue renewal rates in excess of 90% and our ten largest customers represented only 9% of revenues for the year ended December 31, 2021. (For information on annual revenue renewal rates, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Indicators - Annual Revenue Renewal Rates). The following charts illustrate our revenues for the year ended December 31, 2021 by group, type and geography: Business Segments Our reportable segment structure is comprised of two segments: Science and Intellectual Property (“IP”). This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale. Additional information with respect to business segment results is included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 8. Financial Statements and Supplementary Data - Note 22 to the Consolidated Financial Statements - Segment Information. Science Segment (48% of revenues for the year ended December 31, 2021) 4 Table of Contents Our Science segment consists of our Academia & Government and Life Sciences & Healthcare Product Lines. Both provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science and healthcare organizations, researchers and universities world-wide. Our product portfolio for our Science segment is summarized below. Product Line Academia & Government Life Sciences & Healthcare Product Description Used to navigate scientific and academic research discoveries, conduct analysis and evaluate research impact Used by life sciences and healthcare firms for drug research and medical device research Curated Information Set Database of 2.1B+ citations, 187mm+ indexed records 84,000+ drug program records, 495,000 clinical trial records Customers 9,000+ leading academic institutions and governments and research intensive corporations use Web of Science and its Journal Impact Factor Trusted by the top 30 pharma companies and hundreds of research groups Notable Products and Offerings Web of Science InCites ScholarOne EndNote Alma ProQuest Central and eBook Central Cortellis Competitive Intelligence Cortellis Regulatory Intelligence Cortellis Drug Discovery Intelligence Cortellis Generic Intelligence Academia & Government Product Line Our Academia & Government Product Line (“AGPL”) provides products and services to organizations that plan, fund, implement and utilize research. We deliver search and discovery services to researchers with proprietary scientific data; we help researchers cite their research with workflow tools; we provide data and analytics to allow for global measures of research excellence and university rankings; we support governments and policy makers worldwide in assessment programs; and we inform a wide range of sector specific consultation and reporting activities to national and institutional research agencies across the G20 countries. We believe that the high quality and unique nature of AGPL’s products and the informed approach of our professional service expertise have resulted in our information, services and workflow tools becoming embedded within the fabric of the research community. Key products include Web of Science, InCites, Journal Citation Reports, EndNote, ScholarOne, Converis, Publons, Alma, ProQuest Central, and eBook Central. Web of Science (“WOS”), our flagship product, holds a unique and pivotal role in the infrastructure of R&D and is frequently utilized as a reference standard in the academic, institutional and corporate sectors. It provides publication records and essential metadata from trusted published assets and is linked and indexed together via over 2.1 billion tracked citations from over 187 million indexed records going back to 1900 within the Web of Science Core, and back to 1864 in Zoological Record. A key metric we provide is the “Journal Impact Factor” (“JIF”), which we believe is the most influential and best-known research metric of the last 50 years. Its primary value is as a journal-level metric to assess what journals are the most impactful, but universities and research funders use JIF to inform their evaluation of research excellence when assessing faculty and selecting funding grantees. Researchers also rely on the JIF to identify top-tier journals where they should publish their content. Example Use Cases • A physics professor planning a research program and making a grant proposal accesses WOS to evaluate the current state of research in her discipline, identify emerging trends within highly regarded and relevant scientific journals and select a research topic, while the grant-making institutions will use WOS’s analytic tools to measure the professor’s credentials. 5 Table of Contents • A university provost interested in evaluating her university’s chemistry department accesses WOS and our analytical tool InCites to measure the strength of the university’s research output and benchmark it against comparable institutions and find the best researchers to bolster the university’s ranking and improve the caliber of research, and find highly cited researchers, departments and laboratories. Life Sciences & Healthcare Product Line Our Life Sciences & Healthcare Product Line (“LSHPL”) provides products and services primarily to pharmaceutical, healthcare and biotechnology companies. We believe we provide a unique end-to-end proposition, which links to early research workflows, and believe there is an opportunity to stretch further into the approval and post-approval phases of drug development. Cortellis, our flagship LSHPL product, is used by strategy, business development, drug development, medical affairs and clinical professionals at pharmaceutical and biotechnology companies to support research, market intelligence and competitive monitoring in connection with the development and commercialization of new drugs. Our customers use the database to access and evaluate scientific data, drug pipeline data, clinical trial information, drug monographs, pharmaceutical M&A data and regulatory information, all of which have been aggregated, curated and classified by our team of scientific experts who evaluate and select data for inclusion in the database from a wide array of sources. In addition, our team of experts creates high-value content from this data, such as analytics, abstracts, conference summaries and regulatory reports. As of December 31, 2021, our data included more than 84,000 drug program records and more than 495,000 clinical trial records. Example Use Case • An analyst at a pharmaceutical firm who is evaluating several potential R&D programs will access the Cortellis database to assess competitive products in the drug development pipeline, review clinical trial data, and summarize regulatory information. Intellectual Property Segment (52% of revenues for the year ended December 31, 2021) Our Intellectual Property segment consists of our Patent, Trademark, Domain and IP Management Product Lines. These Product Lines help manage customer’s end-to-end portfolio of intellectual property from patents to trademarks to corporate website domains. Our product portfolio for our Intellectual Property segment is summarized below. 6 Table of Contents Product Line Patent Trademark Domain IP Management Product Description Used to search and analyze patents Used to monitor trademarks on an ongoing basis Used to register and manage portions of web domains Used for renewal and validation of intellectual property rights on behalf of customers Curated Information Set Database of 103 million + patent filings across 50+ patent offices 180+ patent and trademark offices Database of 1.4 million corporate domain names Database of 3.5 million patent and trademark renewals performed annually with over 200+ patent and trademark offices across the world Customers Used by 50+ patent offices, large R&D organizations of Fortune 1000 companies and various universities 65 industrial databases, 70 Pharma in-use databases Manages 46% of the top 50 most trafficked corporate website domain portfolios 12,000 direct and indirect customers including 47 out of 50 top R&D spenders globally Notable Products and Offerings Derwent Innography IncoPat Compumark Watch Compumark Saegis Compumark Search MarkMonitor Brand Protection CPA Global Renewals, Filing and Prosecution, Patent Search and IPMS Solutions Patent Product Line Our Patent Product Line (“PPL”) enables customers to evaluate the novelty of potential new products, confirm freedom to operate with respect to their product design, help them secure patent protection, assess the competitive technology landscape and ensure that their products comply with required industry standards. We provide a range of analytics capabilities and data visualization tools to improve the efficiency and accuracy of IP-driven decisions. Key products include Derwent Innovation, Innography and IP Professional Services. Derwent, our flagship PPL product, is used by R&D professionals and lawyers to monitor patent filings, search existing patents and analyze data to support R&D decision-making. It is a critical resource to help our customers secure patent protection and address litigation of patent infringement. The product is powered by Derwent World Patents Index, our proprietary database of over 103 million patent publications from 59 patent offices, which represented 92% of all patents published globally in 2021 and has been developed and curated for over 50 years. The database combines data science with our team of domain experts who correct, enrich and abstract over seven million global patents per year in over 30 languages, as of December 31, 2021. We provide customers with easy-to-understand summaries of patent filings that are prepared by our domain experts, who index and translate the highly technical and intentionally obscure patent filings into understandable abstracts that provide insights into a patent’s novelty, use and advantage over prior patents. Example Use Case • An employee developing a new product or idea (e.g., a chemical engineer or a product designer) will access the Derwent database of patents to evaluate the novelty and determine the patentability of the new product or idea. Trademark Product Line Our Trademark Product Line (“TPL”) provides trademark research and protection services for businesses and law firms globally and relies on our leading trademark database, CompuMark. CompuMark’s offerings span the entire life cycle of a trademark, from determining availability of a proposed trademark to monitoring for infringement post registration. TPL provides global trademark research and protection to corporations and law firms globally. Over the last 30 years, the organization has curated content from more than 180 patent and trademark offices. Coupled with industry specific sources, 7 Table of Contents including over 65 industrial design databases and 70 Pharma in-use databases, as of December 31, 2021, CompuMark delivers the most comprehensive data set available for trademark professionals. Key products include trademark screening, trademark searching and trademark watching. We do this by (i) providing customers with sophisticated self-service tools to narrow large lists of potential trademarks, which we refer to as “screening”; (ii) preparing detailed, custom reports post screening that uncover potential risks related to a proposed trademark, which we refer to as “clearance searching”; and (iii) monitoring trademark applications and other data sources on a recurring subscription revenues basis to alert customers to potential instances of infringement post registration, which we refer to as “watching.” Example Use Case • An attorney for a large law firm helps clear a trademark for use by its corporate customer as part of a new product launch. The attorney first conducts a “knock-out” search as part of a preliminary screening process using our trademark research tool and then later orders an analyst curated “Full Search” report by CompuMark to ensure the availability of the proposed trademark in the markets in which the customer will be operating. In this way, the attorney can clear both the word and image mark for use by his/her client. The attorney will then subscribe to CompuMark’s trademark watching services to continually ensure that none of their customers’ valuable trademarks are being infringed upon. Domain Product Line Our Domain Product Line (“DPL”) helps global enterprises establish, manage, optimize and protect their online presence. Our primary offering, MarkMonitor, provides a suite of technology services for brand managers, IT managers, marketing teams, and legal counsel in corporations to register and manage portfolios of domain names critical for their business. This allows customers to achieve the right balance of being easily found online without overpaying for domains that generate little to no Internet user traffic. MarkMonitor also provides data and domain industry insights which help enterprises maximize the power of their portfolios, and mitigate cyber squatters’ attempts to register domains aimed to defraud consumers. Example Use Case • An in-house counsel uses MarkMonitor to ensure that important domain names are registered and protected from security threats such as domain hijacking, spam, and other forms of domain name system ("DNS") abuse. IP Management Product Line Our IP Management Product Line ("IPMPL") provides technology solutions and legal support services across the intellectual property lifecycle under the CPA Global brand name. The principal activities are renewal and validation of IP rights on behalf of customers and the development and provision of IP management software, as well as other activities including patent searching, IP filing, prosecution support and trademark watching. Example Use Case • A law firm partnership uses the technology solutions to provide renewal and validation of IP rights on behalf of a customer. Our Strategy The Clarivate management team has implemented a transformation strategy designed to improve operations, increase cash flow and accelerate revenues growth.We have embarked on a race to deliver excellence to the markets we serve and continue our evolution as a world-class organization. As we move forward, the focus will be on three basic principles; focus, simplify and execute. This means: 1. Focusing on our core capabilities and the greatest opportunities for growth. 8 Table of Contents 2. Simplifying our organization and processes. The focus on two segments is the driver for streamlining our operations. 3. Relentlessly driving execution of our strategy and growth plans. These principles will help us operate with greater focus and urgency. They will ensure that we put our customers first, drive accountability throughout the organization, accelerate decision-making, and promote consistency. These tenets will enable us to deliver long-term, sustainable growth. With a proven operational playbook with multiple levers, we have quickly pursued initiatives to set ourselves on a growth trajectory. Our results for the year ended December 31, 2021 are continued proof that our transformation is well underway. Accelerate Revenue Growth 2021 Earnings Progress Report (1) ~ Product and pricing enhancement strategies 1. Revenue growth 49.7% (2) ~ Increased pipeline of new products 2. Subscription revenue growth 17.9% ~ Build strength in Asia Pacific 3. Transactional revenue growth 36.8% ~ Optimizing pricing and cross-sell 4. ACV growth (at constant currency) 77.8% (3) 5. 90.6% retention rate (4) Enhance Margins 6. Net loss $(311,956) (Net loss margin and margin improvement not meaningful; reduction in Net loss of (11.0)%) (2) ~ Benefit from top-line initiatives 7. Adjusted EBITDA margin 42.6% (2) ~ Simplifying Selling, General and Administrative ("SG&A") cost structure 8. Adjusted EBITDA margin improvement 450.0 bps (2) ~ Consolidating footprint 9. Adjusted EBITDA growth 64.5% (2) ~ Increase automation and cloud infrastructure (1) For a reconciliation of our non-GAAP measures to the corresponding most closely related measures calculated in accordance with GAAP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures. (2) Results calculated for the year ended December 31, 2021 as compared to the year ended December 31, 2020. (3) “ACV” or “annualized contract value” refers to the annualized value for a 12-month period following a given date of all subscription-based client license agreements, assuming that all license agreements that come up for renewal during that period are renewed. The figure above represents the year-over-year growth in the annual value of our subscriptions as of December 31, 2021 as compared to December 31, 2020. For information on ACV, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Indicators - Annualized Contract Value. (4) Retention rate measurement period is for the year ended December 31, 2021. Operational Improvement Initiatives We have implemented several cost-saving and margin improvement initiatives designed to generate substantial incremental cash flow. We have engaged a strategic consulting firm to assist us in optimizing our structure and cost base. The focus of these initiatives is to identify significant cost reductions to be implemented over the next several quarters, enabling us to deliver margins consistent with those of our peer group. Some examples include: • decreasing costs by simplifying organizational structures and rationalizing general and administrative functions to enhance a customer-centric focus; • using artificial intelligence and the latest technologies to reduce costs and increase efficiencies for content sourcing and curation; • moving work performed by contractors in-house to best-cost geographic locations, particularly India, where we have significant scale that can be leveraged; 9 Table of Contents • achieving headcount productivity benchmarks and operational efficiency metrics based on alignment with quantified sector leader benchmarks; • expanding existing operations in best-cost geographic locations, aligning with business objectives; • minimizing our real estate footprint by reducing facility locations substantially over the next three years; and • divesting non-core assets. Revenues Growth Initiatives We believe a significant opportunity exists for us to accelerate revenues growth by increasing the value of our products and services, developing new products, cross-selling certain products and optimizing sales force productivity. Actions to achieve such revenues growth are expected to include: • developing new value-added products and services; • delivering an enhanced customer experience through ongoing renovations to our products’ user interface and user experience; • offering additional analytics that enhance existing products and services; • moving up the value chain by providing our customers with predictive and prescriptive analytics, allowing for stronger growth and higher retention rates; • expanding our footprint with new and existing customers, with significant opportunity for growth in the Asia Pacific and emerging markets; • broadening our consulting capabilities, in particular in the Science segment, where there is considerable opportunity for us to deliver high value consulting services to drive significant revenue growth; • optimizing product pricing and packaging based on customer needs; • increasing sales force focus on large accounts; • expanding our inside sales capability to improve account coverage; and • restructuring our incentive plans to drive new business, as well as cross-selling among similar products and overlapping buying centers. The above actions are part of an overarching effort to improve retention rates and new business growth rates to best-in-class levels across our portfolio. Pursue Acquisition Opportunities Given the fragmented nature of the broader information services industry, we track and, where appropriate, will continue to pursue opportunities across our product lines. From 2017 through 2021, we completed nine small add-on acquisitions and three significant acquisitions to augment our existing portfolio of assets and provide additional datasets and services for our customers. Our completed acquisitions include Publons, Kopernio, Decision Resources Group, Bioinfogate, ProQuest, and Patient Connect within the Science segment and TrademarkVision, SequenceBase, Darts-ip, CPA Global, Beijing IncoPat and Hanlim in the IP segment. We also acquired the assets of CustomersFirst Now, which was accounted for as an asset acquisition. Certain of these acquisitions are fully integrated into our platform, while others continue to be integrated, and we believe they have already provided additional value to our customers. Additionally, we divested lower margin, non-core products lines such as MarkMonitor Brand Protection, Antipiracy and Antifraud solutions, and Techstreet. We are evaluating additional acquisition opportunities to supplement our existing platform and enable us to enter new markets. Our focus is on disciplined and accretive investments that leverage our core strengths and enhance our current product, market, geographic and customer strategies. We believe that our scale and status as a global information services leader uniquely positions us to create value through additional acquisitions. Positive Sector Dynamics Support Our Trajectory We operate in the global information and analytics sector, which is experiencing robust growth due to many factors. Data and analytics have become critical inputs into broader corporate decision-making in today’s marketplace, and companies and institutions are seeking services like ours to enhance the predictive nature of their analysis. In addition to creating greater demand for our services, rapid innovation within our customers’ businesses has created new use cases for our services. We have a significant addressable opportunity of over $100 billion which represents the target addressable market across verticals that have a need for data and analytical services. 10 Table of Contents Customers of data and analytics products continue to approach complex business decisions in new ways. We believe that these customers are placing greater emphasis and value on the ability to embed predictive and prescriptive analytics into their decision-making processes. These customers are using smart data to anticipate what will happen in the future, as opposed to using historical data to study what has happened in the past. As such, we are investing in these critical, forward-facing products and solutions. We believe offering these types of products will increase the value customers place on our products, allow for stronger growth and open new addressable markets, as illustrated below. Significant Move Up the Value Chain with Smart Data Offerings Our Competitive Strengths Leading Market Positions in Attractive and Growing Global Markets We offer a collection of high-quality, market-leading information and insights products and solutions serving the Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Products, Manufacturing & Technology end-markets. Through our products and services, we address the large and growing demand from corporations, government agencies, universities, researchers, law firms and other professional services organizations worldwide for comprehensive, industry-specific information and analytical tools to facilitate the discovery, development, protection, commercialization and measurement of scientific research, inventions and brands. We believe that the outlook for growth in each of our Product Lines is compelling because of customer demand for curated high-quality data, underpinned by favorable end-market trends, such as rising global R&D spending, growing demand for information services in emerging markets, the acceleration of e-commerce and the increasing number of patent and trademark applications. A Trusted Partner Delivering Highly Curated Information Embedded Within Customer Workflows We believe the substantial increase in unstructured data over the last decade has increased the importance of our proprietary, curated databases to our customers. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. Our suite of branded information and insights solutions provides access to content that has been collected, curated and standardized over decades, making our products and services highly valued and increasingly important for our customers. Our content curation and editorial teams include over 1,400 employees who clean, analyze and classify unstructured data to ensure high-quality content and an enhanced user experience. We believe our solutions and commitment to excellence provide us with a significant advantage in both retaining existing and attracting new customers. 11 Table of Contents Attractive Business Model with Strong Free Cash Flow Profile Approximately 55.0% of revenues for the year ended December 31, 2021 were generated through annual or multi-year subscription agreements. Approximately 24.1% of revenues for the year ended December 31, 2021 were generated through re-occurring transactional revenues. In addition, we have been able to achieve annual revenues renewal rates in excess of 90% over the past three years. We believe our business has strong and attractive free cash flow characteristics due to our highly visible and recurring subscription revenues stream, attractive Adjusted EBITDA margins, low capital expenditure requirements and favorable net working capital characteristics. Anticipated revenue growth, margin improvement and effective working capital management are expected to result in strong free cash flow generation. We believe this will create capacity to invest further into the business so that we can grow and maximize shareholder returns. Diversified Product Lines with Longstanding Customer Relationships We believe that the diversified nature of our Product Lines enhances the stability of our entire platform as we are not dependent on any one end-market, product, service or customer. We serve a large, diverse and global customer base, and as of December 31, 2021, we served over 50,000 customers in approximately 180 countries, including the top 30 pharmaceutical companies. Our 10 largest customers represented only 9% of revenues for the year ended December 31, 2021. We believe the strong value proposition offered by our content, combined with the integration of our products and services into our customers’ daily workflows and decision-making processes, leads to substantial customer loyalty. Our relationships with our top 50 customers by revenues have an average lifespan of over 15 years. Our diverse global footprint is highlighted by the distribution of our revenues for the year ended December 31, 2021 by geography: Americas (49.4%), Europe/Middle East/Africa (29.6%), and Asia Pacific (21.0%). Resilience Through Economic Cycles We believe our business is resilient across economic cycles because our products and services are an integral part of our customers’ decision-making processes. We believe multi-year agreements also help to maintain this resiliency. During the COVID pandemic, certain of our key products realized year-over-year revenue increases and have been able to maintain annual revenues renewal rates in excess of 90%. In addition, our diverse global footprint reduces our exposure to national and regional economic downturns. Our performance is largely due to the sectors we serve and the deep integration of our products with our customers’ workflows, which provides for a resilient business model even during an economic downturn. Background and History Clarivate Plc was registered on January 7, 2019 and is organized under the laws of Jersey, Channel Islands. Our registered office is located at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Our principal business offices are located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom, where our main telephone number is +44 207 4334000. We maintain a website at www.clarivate.com. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers (including Clarivate) that file electronically with the SEC at www.sec.gov. Our predecessors date back to the acquisition of two industry-leading information services businesses: Derwent World Patents Index (“DWPI”) and Institute for Scientific Information (“ISI”). DWPI was founded in 1951 by Monte Hyams who first began abstracting and publishing British patents on a weekly basis. This platform was then launched as the first online patent search tool in 1974. ISI was founded in 1957 by Dr. Eugene Garfield as a series of databases which laid the foundation for modern day bibliometrics and the influential Journal Impact Factor indicator. Thomson Reuters acquired DWPI in 1984 and ISI in 1992; it made further investments in complementary businesses centered on life science research and domain management. Since Thomson Reuters acquired DWPI and ISI, the business now known as Clarivate has emerged as the leading global information and analytics company serving the scientific research, intellectual property and life sciences end-markets. Through product development, investment and acquisitions, we have developed a full suite of solutions providing high-value structured information that facilitates the discovery, protection and commercialization of scientific research, 12 Table of Contents innovations and brands. During the majority of its time under prior ownership, the Company operated as a set of non-core, separate divisions until Thomson Reuters decided in 2015 to divest them. This decision led to two key transformative events. The first transformative event occurred in October 2016, when Onex and Baring acquired subsidiaries and assets comprising the intellectual property and science business of Thomson Reuters for $3,566,599 and formed Clarivate. Onex, Baring and the new executive team they put in place focused on transitioning the business to be a standalone company and completed a substantial number of operational improvements, including: • building a new senior executive management team; • investing in our core products to upgrade their content, functionality, analytical tools and user interfaces; • completing the acquisitions of Publons, Kopernio, TrademarkVision, and SequenceBase to complement our product offerings; • implementing initial cost savings initiatives; and • fully transitioning the business from reliance on Thomson Reuters. The second transformative event occurred in January 2019, when Churchill Capital Corp, a special purpose acquisition company led by Mr. Stead, announced that it would combine with Clarivate in a transaction completed in May 2019. Following the merger, the ordinary shares of Clarivate began trading on the New York Stock Exchange (“NYSE”) and NYSE American. Clarivate shares now trade on the NYSE under the symbol “CLVT”. Recent Developments Strategic Acquisitions Acquisition of ProQuest On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equityholders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994,334, net of $52,514 cash acquired. The aggregate consideration was composed of (i) $1,094,901 from the issuance of up to 46,910,923 ordinary shares to the Seller Group and (ii) approximately $3,951,947 in cash, including approximately $917,491 to fund the repayment of ProQuest debt. We funded the cash purchase price through a combination of cash on hand, new debt financing in the form of the Senior Unsecured Notes and the Senior Secured Notes (see Note 14 of the Notes to Consolidated Financial Statements) and equity financing in the form of the June 2021 Ordinary Share Offering and the 5.25% Series A Mandatory Convertible Preferred Shares Offering (see Note 16 of the Notes to Consolidated Financial Statements). Acquisition of CPA Global On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,540,886, net of $102,675 cash acquired, including an equity hold back consideration of $46,485, which was issued in January 2021. The aggregate consideration was composed of (i) $6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020. There were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Phantom Equity Plan. Accordingly, these shares were excluded from purchase price consideration. In conjunction with the closing of the transaction, the Company incurred an incremental $1,600,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the transaction. 13 Table of Contents Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line. The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, composed of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and up to 2,895,638 of the Company's ordinary shares issued to PEL in March 2021. The contingent stock consideration was valued at $58,897 on the closing date and was revalued at each period end and included in the Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Redemption of Public Warrants On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering and remained outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our Board of Directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of December 31, 2020, no public warrants were outstanding. The private warrants issued in a private placement concurrently with the Churchill Capital Corp initial public offering and still held by their initial holders were not subject to this redemption. Dispositions Disposition of Techstreet On November 6, 2020, the Company completed the sale of certain assets and liabilities of non-core assets and liabilities within the IP segment for a total purchase price of $42,832. A gain of $28,140 was recognized in the Consolidated Statements of Operations during the year ended December 31, 2020. MarkMonitor Brand Protection, Antipiracy and Antifraud Disposition In November 2019, we announced an agreement to sell the MarkMonitor brand protection, antipiracy and antifraud businesses, and completed such divestiture on January 1, 2020. We retained the MarkMonitor Domain Management business. Customers We serve a large, diverse and global customer base and, as of December 31, 2021, we served over 50,000 customers in approximately 180 countries. Our customers either use our databases on an exclusive basis or on a dual-sourced basis and our 10 largest customers represented only 9%, 6% and 5% of revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Competitive Environment We believe the principal competitive factors in our business include the quality of content embedded in our databases and those of our competitors, customers’ perception of our products relative to the value that they deliver, user interface of the products, and the quality and breadth of our overall offerings. We believe we compete favorably with respect to each of these factors. 14 Table of Contents We believe no single competitor currently offers the same scope of services and market coverage we provide, nor do we provide the same scope of services and market coverage as our competitors. The breadth of markets we serve exposes us to a broad range of competitors as described below. Our primary competitors differ by product line and include the following companies and product offerings: • Abstracting and Indexing Database Market : Elsevier (Scopus, SciVal), and Digital Science (Dimensions); • Patent Protection Market : LexisNexis (TotalPatent), Minesoft (PatBase) and Questel (Orbit); • Life Sciences Regulatory and Competitive Intelligence Market : Evaluate (Evaluate Pharma), Global Data (Global Data Pharmaceuticals), Informa (Pharma Intelligence, BioMedTracker, Pharmaprojects, Trialtrove, Sitetrove), IQVIA (Tarius) and Qiagen (Qiagen Services); • Trademark Protection Market : Corsearch (Contour, Corsearch Screening, search and watch services), and Markify (ComprehensiveSearch, ProSearch and trademark and domain watch); and • Domain Management Market : Corporation Service Company ("CSC") (domain name management) and AppDetex (domain management and online brand protection). • Academic and Government Market : Barriers to entering the higher education, research institutions, corporate, K-12, government agency and public organization markets, especially with respect to Open Access and Open Educational Resource products and platforms, are relatively low, and we expect competition in these markets to intensify. Sources of Data The data supporting our products and services is sourced principally through two different types of arrangements. First, we source data generally at little or no cost from public sources, including federal, state and local governments. Second, we purchase data from third-party data aggregators under contracts that reflect prevailing market pricing for the data elements purchased. Technology Our information technology systems are fundamental to our success. They are used for the storage, processing, access and delivery of the data which forms the foundation of our business and the development and delivery of our solutions provided to our customers. We generally own or have secured ongoing rights to use for the purposes of our business all the customer-facing applications which are material to our operations. We are continually transforming our content, products, services and company to better meet our customers’ needs. We also are focused on securing our customer data and global systems as we implement and enhance our security programs. We are migrating the infrastructure for several of our customer applications and content databases to a third-party service provider, which provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service. Intellectual Property As of December 31, 2021, we owned approximately 1,786 registered trademarks, 98 trademark applications, 5,037 domain names, 169 granted patents and 59 patent applications. We also own certain proprietary software. In addition, we are licensed to use certain third-party software, and obtain significant content and data through third-party licensing arrangements with content providers. We consider our trademarks, service marks, databases, software and other IP to be proprietary, and we rely on a combination of statutory (e.g., copyright, trademark, trade secret and patent), contractual and technical safeguards to protect our IP rights. We believe that the IP we own and license is sufficient to permit us to carry on our business as presently conducted. Our agreements with our customers and business partners place certain restrictions on the use of our IP. As a general practice, employees, contractors and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our IP and confidential information. New Product Development 15 Table of Contents We believe that innovation is essential to our success and is one of our primary bases of competition. We believe we are uniquely positioned to help shape how professionals find, evaluate, interact with, consume and act upon information. We are focused on developing capabilities to improve our products’ user interfaces, analytical tools, searching algorithms and content curation processes. Our current focus includes building out a technology platform focused on search technologies, big data and analytics, machine learning, social computing and natural language technologies. This will enable more rapid product development as we shift our investment focus toward new products rather than maintenance of legacy technology. We also add to our business line offerings through acquisitions. We have completed three significant acquisitions in 2021 and 2020 including ProQuest and DRG, expanding our Sciences product offerings, and CPA Global, broadening our IP product offerings. During the past five years we have completed small add-on acquisitions to augment our existing portfolio of assets and provide additional datasets and services for our customers. Given the fragmented nature of the broader information services industry, we track and, where appropriate, have pursued opportunities across our Product Lines. This includes, for example, Connect in CPA Global. These acquisitions are fully integrated into our platform and we believe they have already provided additional value to our customers. When we find it advantageous, we augment our proprietary data sources and systems by forming alliances with other leading information providers and technology companies and integrating their product offerings into our offerings. This approach gives our customers the opportunity to obtain the information they need from a single source and more easily integrate the information into their workflows. Enforcement of Civil Liabilities U.S. laws do not necessarily extend either to us or our officers or directors. We are incorporated under the laws of Jersey, Channel Islands. Some of our directors and officers reside outside of the United States. Substantially all of our assets and the assets of our directors and officers are located outside the United States. As a result, it may not be possible for investors to effect service of process on either us or our officers and directors within the United States, or to enforce against these persons or us, either inside or outside the United States, a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any U.S. state. We have appointed Vistra USA, LLC, as our agent to receive service of process with respect to any action brought against us in the United States under the federal securities laws of the United States or of the laws of any state of the United States. A judgment of a U.S. court is not directly enforceable in Jersey, but constitutes a cause of action which may be enforced by Jersey courts provided that: • the applicable U.S. courts had jurisdiction over the case, as recognized under Jersey law; • the judgment is given on the merits and is final, conclusive and non-appealable; • the judgment relates to the payment of a sum of money, not being taxes, fines or similar governmental penalties; • the defendant is not immune under the principles of public international law; • the same matters at issue in the case were not previously the subject of a judgment or disposition in a separate court; • the judgment was not obtained by fraud; and • the recognition and enforcement of the judgment is not contrary to public policy in Jersey. Jersey courts award compensation for the loss or damage actually sustained by the plaintiff. Although punitive damages are generally unknown to the Jersey legal system, there is no prohibition on them either by statute or customary law. Whether a particular judgment may be deemed contrary to Jersey public policy depends on the facts of each case, though judgments found to be exorbitant, unconscionable, or excessive will generally be deemed as contrary to public policy. Moreover, certain defendants may qualify for protection under Protection of Trading Interests Act 1980, an act of the UK extended to Jersey by the Protection of Trading Interests Act 1980 (Jersey) Order, 1983. This Act provides that a qualifying defendant is not liable for multiple damages, in excess of that required for actual compensation. A “qualifying defendant” for these purposes is a citizen of the UK and its Colonies (as defined in the Act), a corporation or other limited liability entity organized under the laws of the UK, Jersey or other territory for whose international relations the UK is responsible or a person conducting business in Jersey. 16 Table of Contents Jersey courts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. It is doubtful that an original action based on U.S. federal or state securities laws could be brought before Jersey courts. In addition, a plaintiff who is not resident in Jersey may be required to provide a security bond in advance to cover the potential of the expected costs of any case initiated in Jersey. In addition, Clarivate has been further advised by our legal counsel in Jersey that it is uncertain as to whether the courts of Jersey would entertain original actions or enforce judgments from U.S. courts against us or our officers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws. Marketing, Sales and Customer Support We primarily sell our products and services directly to our customers, although some of our products and services are sold through partners. Focusing some of our sales and marketing efforts on digital sales and marketing has allowed us to broaden our range of customers and reduce sales and marketing costs. We annually develop sales, distribution and marketing strategies on a product-by-product and service-by-service basis. We leverage customer data, business and market intelligence and competitive profiling to retain customers and cross-sell products and services, while also working to promote unified brand recognition across all our products and services. Our sales teams participate in both service and sales activities. They provide direct support, interacting frequently with assigned customers to assure a positive experience using our products and services. Sales people primarily seek out new sales opportunities, including existing customer retention and upsell, and work with the various sales teams to coordinate sales activity and provide the best solutions for our customers. A portion of our sales people’s compensation is tied to revenues retention. We believe our sales people’s product knowledge and local presence differentiates us from our competition. In addition, we employ product specialists who are subject-matter experts and work with sales people on specific opportunities for their assigned products. Both sales people and product specialists have responsibility for identifying new sales opportunities. A team approach and a common customer relationship management system allow for effective coordination between the two groups. Human Capital As of December 31, 2021, we had approximately 11,095 full-time and approximately 258 part-time employees located in 43 countries around the world supporting our business operations. Of our total employees, 3,391 were located in the Americas, 4,940 were located in APAC and 3,022 were located in EMEA. The below chart summarizes the percentage of our employees by geographic area: None of our employees in the United States are represented by unions; however, customary representation by unions and 17 Table of Contents works councils applies for certain of our non-U.S. employees. We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements. Diversity, Equity, Inclusion & Belonging ("DEIB") We have taken our commitment to diversity, equity, inclusion and belonging to a whole new level, especially after witnessing instances of civil unrest and outcries for real change. We believe that our colleagues are our most important competitive advantage and see people coming together from different cultures and backgrounds, with different life experiences, as a key driver of innovation. We know that colleagues who feel engaged and included will be the most proactive and productive. Our goal is to weave these principles into the fabric of our culture to become a recognized global leader and employer of choice. Throughout our organization and across all our regions, we are accelerating innovation and action in support of a more diverse and inclusive workforce. As a company, we are magnifying our voice, our platform and our resources to address injustice and inequity wherever it occurs. In 2020, we signed the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advancing diversity and inclusion in the workplace. As part of our commitment to the CEO Action for Diversity & Inclusion, we supported two colleagues to represent Clarivate as Racial Equity Fellows, and continue to do so in 2022. We are also signatories to the UN Women’s Empowerment Principles, and the UN Global Compact and in 2021, proudly joined the coalition of Scientific publishing organizations and national laboratories, partnering on transgender-inclusive name-change process for published papers. Name changes allow researchers of all genders to own their academic work. We are taking positive actions to further diversity, equity, inclusion and belonging led by the Clarivate Diversity Council. Our five-pillar framework of Leadership, Culture, Workplace practices, Business integration and Community, includes key elements such as Board level accountability through the Nominating, Governance and Sustainability Committee, Board Diversity Policy, advancing people analytics and metrics insights, setting targets for diverse hiring in every part of our organization, non-bias training and education, engaging in difficult conversations around the role of race in our company and society, strategic structure and support for colleague engagement through Colleague Resource Groups and supporting diversity throughout our supply chain and in our communities. The Company's Colleague Resource Groups include: • SPECTRUM , Clarivate’s LGBTQ+ and Allies resource group; • Women @ Clarivate , support of advancing the Women’s Empowerment Principles; • Vibrant , Clarivate’s colleague resource group focused on racial & ethnic diversity, inclusion and equity; • Military Veterans at Clarivate , supporting members with military backgrounds, including military family members and supporters; • Clarivate Volunteer Network , to explore and promote the benefits of volunteering and reach our Sustainability goals; and • Element , the Environment and Climate Change colleague resource group to raise awareness of the environment and our impact on it and to promote activities and behaviors to address our environmental impact. Learning and Development Programs Our learning and development ("L&D") philosophy is about bringing our organizational beliefs and values to life – to map our actions and behaviors to our words. It’s about empowering each colleague to be their best self every day and providing a wide range of skills development opportunities applicable now and for the future. Some guiding principles include: • We develop our L&D plans and programs in alignment with our key business functions to help further our mutual success and avoid creating silos; • Our L&D commitments are performance related and designed to improve corporate, functional, team and individual accountability; • We strongly believe that every colleague across our entire business should be provided equal opportunities to learn, develop and grow; • We believe in empowering individual colleagues with their own L&D milestones. With ownership comes commitment, responsibility and greater chances of success for ongoing learning and development; and 18 Table of Contents • We continuously focus on outcomes and business impact when it comes to evaluating L&D programs. Retention and Engagement The Company has spent the past three years fostering a values-led culture that begins with the Company’s Purpose and Vision that human ingenuity can transform the world and we will improve the way the world creates, protects and advances innovation. With a continuous focus on three company Values (aim for greatness, value every voice and own your actions) along with transparent communication and a wide variety of colleague support programs, our colleague engagement has steadily climbed and reached a score of 75 (out of 100) in October 2021. We provide a variety of benefits to promote retention and growth of our employees. We strive to offer equitable pay and competitive salaries and wages. In addition, we have historically provided an annual broad-based equity grant to our employees to promote a sense of company pride and ownership. We offer a comprehensive benefits package that gives a robust collection of rewards and benefits, including healthcare and insurance benefits, and retirement savings plans. We also host a number of affinity groups for our employees. We have an online academy that fosters a learning culture, leveraging the knowledge and expertise of our people. Workplace Health and Safety We have invested in a robust, proven health and well-being strategy to foster a healthier, happier and more productive workforce. We’re committed to providing colleagues with meaningful resources to support their personal, family and community needs using a holistic approach that focuses on four key pillars of well-being: Physical, Financial, Social and Emotional. As part of a new level of health and wellness engagement, we: • Launched ‘Be Well’, our new, online well-being platform that enables colleagues to take a health assessment, track daily health habits, participate in health and fitness challenges, sync mobile and fitness devices and more - all while earning rewards along their personalized well-being journey; • Leverage data insights from benefits utilization reports, real-time analytics, colleague feedback and more to continuously enhance our engagement and impact; • Provide access to science-based tools and technologies to help colleagues better navigate the digital workplace while balancing needs at home; and • Leverage proven techniques to enhance mindfulness, stress management, emotional intelligence, resilience, quality of sleep, performance and more. We have also provided the following support during the COVID-19 pandemic: • Maintained a steady, compassionate communications with colleagues to help them ensure they remain safe and informed, including weekly live Q&A sessions with the CEO and leadership team; • Increased focus on mental health and well-being in response to disruptive impact of the global pandemic; • Prioritized and promoted our global Employee Assistance Program ("EAP") to provide all colleagues with the support they need; • Enhanced existing programs, such as increased paid time off, expanded child/elder care benefits, allowed rollovers and mid-year election changes to pre-tax spending accounts in the United States, adopted several CARES Act provisions in our 401(k) Plan and more; and • Launched a financial hardship assistance program in response to COVID-19 which delivered funding to help colleagues and their families. Sustainability and Environment, Social and Governance (“ESG”) Recognizing that sustainability and ESG are critical to the Company’s future success, a formal ESG commitment was launched in 2020, with the issuance of our inaugural sustainability report in 2021, landing in the 76 th percentile in the S&P Global Corporate Sustainability Assessment upon our first entry. Sustainability is everything we do, and we approach it holistically across all aspects of ESG dimensions, in support of and alignment with the United Nations Sustainable Development Goals. 19 Table of Contents ESG pillars of Sustainability@Clarivate We are progressing at a rapid pace since launching our ESG journey, with ambitious goals to be listed on the DJSI in 2024 and be carbon neutral for all known and measurable emissions. As we work to advance a more sustainable world, we have begun mapping all we do to the UN Sustainable Development Goals ("SDG"), with a focus on mapping our customer impact and SDGs 3, 9, and 12; and internally focused on responsible business practices that address SDG 12, 13 and 10. Environment: We continue to work on minimizing environmental impacts, with our global e-waste program, and in 2021 publishing environmental metrics for 75%+ of facilities for the first time, thus also enabling us to report into the CDP for the first time. We are now evaluating our suppliers for ESG performance, having invited our 100 top suppliers to participate in our ESG assessments, with over 30% of supplier spend now completed the assessments. We are making great strides in our Climate Transition planning with improved ability to capture, track, minimize and mitigate our carbon footprint, SDG 13. Social: Our social efforts are focused on our colleagues and our community. In 2021, we reported out in our sustainability report many human capital metrics for the first time and we continue to build our capabilities for robust people metrics management, as we advance our DEIB efforts in support of SDG 10 and reducing inequalities. We participated for the first time in the Diversity 50 and Corporate Equality Index, helping to build upon our work and further inform our DEIB strategy. We have over 80 global and local sustainability teams and colleague resource groups, working in alignment through the Global Engagement Council to enable colleague actions and real impact. Through our Clarivate Volunteer Network, we shared over 14,000 hours of time helping in communities around the world and launched a global volunteer recognition program. We are building meaningful strategic partnerships that further strengthen our engagement opportunities, community impact and advance all 17 SDGs. Governance: We are committed to maintaining the highest level of trust, transparency and ethics in all we do, and are proud participants in the UN Global Compact, including participation in the UN SDG Ambition program. In 2021 Sustainability officially became of the Board Committee, known as the Nominating, Governance and Sustainability Committee. We have a robust privacy center online, published the Board Diversity statement and updated the Modern Slavery statement. The company achieved ISO 27001 in recognition of the critical importance of information security. 20 Table of Contents Seasonality Our cash flows from operations are generated primarily from payments from our subscription customers and 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. Regulatory Environment Certain of our Product Lines provide authorized customers with products and services such as access to public records. Our Product Lines that provide such products and services are subject to applicable privacy and consumer information laws and regulations, including U.S. federal and state and European Union (“EU”) and member state regulation. Our compliance obligations vary from regulator to regulator, and may include, among other things, strict data security programs, submissions of regulatory reports, providing consumers with certain notices and correcting inaccuracies in applicable reports. Many of these laws and regulations are complex and their application to us, our customers or the specific services and relationships we have with our customers are not always clear. Our failure to accurately anticipate the application of these laws and regulations, or any failure to comply, could create liability for us, result in adverse publicity and otherwise negatively affect our business. See Item 1A. Risk Factors for more information about the impact of government regulation on our company. Item 1A. Risk Factors Investing in our ordinary shares involves risks. You should carefully consider the risks described herein before making a decision to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition and results of operations could be materially and adversely affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment. 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, could adversely impact our business. Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations to collect, store and use public records, IP and sensitive data. We expend significant resources to develop and secure our systems, but they may be subject to damage or interruption from natural disasters, terrorist attacks, power loss, Internet and telecommunications failures and cybersecurity risks. Our computer systems and those of third parties we use in our operations may be vulnerable to cybersecurity risks, including cyber-attacks from state-sponsored entities and individual activity, such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions. We have implemented certain systems and processes to thwart hackers and protect our data and systems; however, these systems and processes may not be effective and, similar to many other global multinational companies, we experience cyber-threats, cyber-attacks and other attempts to breach the security of our systems. Any fraudulent, malicious or accidental breach of data security could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, violations of privacy or other laws, notifications to individuals, penalties or litigation. Any failure of our systems, significant disruption to our operations or unauthorized access to our systems or those of third parties (or “cloud” computing service providers) we contract with to host our computing could result in significant expense to repair, replace or remediate systems, equipment or facilities, a loss of customers, legal or regulatory claims, and proceedings or fines and adversely affect our business and results of operations. We do not have control over the operations of the facilities of the third party cloud computing service that we use. This, coupled with the fact that we cannot easily switch our cloud computing operations to another cloud provider, means that any disruption of or interference with our use of our current third party cloud computing service could disrupt our operations and our business could be adversely impacted. 21 Table of Contents If our products and services do not maintain and/or achieve 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 revenues could be adversely affected. Our business is characterized by rapidly changing technology, evolving industry standards and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences. Our business could also be affected by macroeconomic factors beyond our control and our ability to keep pace with technology and business and regulatory changes is subject to a number of risks, including that we may find it difficult or costly to: • update our products and services and develop new products and services quickly enough to meet our customers’ needs; • make some features of our products work effectively and securely or with new or changed operating systems; and • update our products and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the markets in which our customers operate. In addition, the principal customers for certain of the products and services are universities and government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. Recession, economic uncertainty or austerity have contributed, and may in the future contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of universities or government agencies, which have remained under pressure, or changes in the spending patterns of private or governmental sources that fund academic institutions, could adversely affect our results of operations. The loss of, or the inability to attract and retain, key personnel could impair our future success. Our future success depends to a large extent on the continued service of our employees, including our experts in research and analysis and other areas, as well as colleagues in sales, marketing, product development, critical operational roles, and management, including our executive officers. We must maintain our ability to attract, motivate, and retain highly qualified colleagues in order to support our customers and achieve business results. The loss of the services of key personnel and our inability to recruit effective replacements or to otherwise attract, motivate, or retain highly qualified personnel could have a material adverse effect on our business, financial condition, and operating results. Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action. In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations that we are subject to often vary significantly by jurisdiction, such as the privacy requirements of the Health Insurance Portability and Accountability Act and the stringent operational requirements for processors and controllers of personal data implemented by the EU-wide General Data Protection Regulation. It also significantly increased penalties for noncompliance, including where we act as a data processor. Data security and data protection laws and regulations are continuously evolving and there are currently a number of legal challenges to the validity of EU mechanisms for adequate data transfers such as the Privacy Shield Framework and the Standard Contractual Clauses. Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail to comply with applicable current or future laws and regulations, including, without limitation, the EU ePrivacy Regulation and the California Consumer Privacy Act, we will likely be required to modify our data collection or processing practices and policies in an effort to comply with such laws and regulations, and we could be subject to increased costs, fines, litigation, regulatory investigations, and enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Our business continuity plans may not be effective against events that may adversely impact our business. We have established operational policies and procedures that manage the risks associated with business continuity and recovery from potential disruptions to our business. These policies and procedures are designed to increase the likelihood 22 Table of Contents that we are prepared to continue operations during times of unexpected disruption and we have taken steps to minimize risks that could lead to disruptions in our operations and to avoid our customers being harmed in the event of a significant disruption in our operations. However, there is no guarantee that these measures will be effective in minimizing any disruption from unexpected events that could result from a variety of causes, including human error, natural disasters (such as hurricanes and floods), infrastructure or network failures (including failures at third-party data centers, by third party cloud-computing providers, or of aging technology assets), and a disruption to our business that we are not capable of managing could adversely affect us. We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations. Substantially all our products and services are developed using data, information or services obtained from third-party providers and public sources or are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by third-party service providers. We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredicted price increases and unfavorable licensing terms. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could impact our customers’ use of the content. From time to time, we may also receive notices from third parties claiming infringement by our products and services of third-party patent and other IP rights and as the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe on such party’s IP rights. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. If we do not maintain, or obtain the expected benefits from, our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted. Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services. In recent years, more public sources of free or relatively inexpensive information have become available and this trend is expected to continue. Public sources of free or relatively inexpensive information may reduce demand for our products and services. Competition from such free or lower cost sources may also require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). Demand could also be reduced as a result of cost-cutting, reduced spending or reduced activity by customers. Our results of operations could be adversely affected if our customers choose to use these public sources as a substitute for our products or services. We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating such acquisitions may exceed our expectations. We seek to achieve our growth objectives by optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base, acquiring new customers, implementing operational efficiency initiatives, and through acquisitions, joint ventures, investments and dispositions. However, we may not be able to achieve the expected benefits of our acquisitions, including anticipated revenue, cost synergies or growth opportunities and we may not succeed in cross-selling our products and services. Moreover, we may not be able to integrate the assets acquired in any such acquisition or achieve our expected cost synergies without increases in costs or other difficulties. If we are unable to successfully execute on our strategies to achieve our growth objectives, drive operational efficiencies, realize our anticipated cost or revenue synergies or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected and the market price of our ordinary shares may decline. Furthermore, acquisitions may subject us to new types of risks to which we were not previously exposed. 23 Table of Contents We operate in a highly competitive industry and we may be adversely affected by competition and other changes in our markets. The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our databases, customers’ perception of our products relative to the value that they deliver, user interface of the products and the quality of our overall offerings. Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and with other Internet services companies and search providers. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions and some of our customers may decide to independently develop certain products and services. If we fail to compete effectively, our financial condition and results of operations would be adversely affected. We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring transactional ("re-occurring") arrangements. If we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected. For the twelve months ended December 31, 2021, approximately 79.1% of our revenues were subscription-based and re-occurring based. Because most of the revenues we report in each quarter are the result of subscription and re-occurring agreements entered into or renewed in previous quarters, with subscription renewals historically concentrated in the first quarter, a decline in subscriptions in any one quarter may not affect our results in that quarter, but could reduce revenues in future quarters. Our operating results depend on our ability to achieve and sustain high renewal rates on our existing subscription and re-occurring arrangements and to obtain new subscriptions and re-occurring contracts with new and existing customers at competitive prices and other commercially acceptable terms. Failure to meet one or more of these subscription and re-occurring objectives could have a material adverse effect on our business, financial condition, and operating results. Our brand and reputation are key assets and competitive advantages of our company and our business may be affected by how we are perceived in the marketplace. Our ability to attract and retain customers is affected by external perceptions of our brand and reputation. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of content and may have a negative impact on our business. In addition, in certain jurisdictions we engage sales agents in connection with the sale of certain of our products and services. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our brands, reputation and our business. The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences. We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. Our international operations are subject to the following risks, among others: • political instability; • international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics (including a prolonged and delayed recovery from COVID-19), and infrastructure disruptions; • differing economic cycles and adverse economic conditions; • unexpected changes in regulatory environments and government interference in the economy; • varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries and the possibility that a U.S. person treated as owning at least 10% of our ordinary shares could be subject to adverse U.S. federal income tax consequences; • differing labor regulations in locations where we have a significant number of employees; • foreign exchange controls and restrictions on repatriation of funds; • fluctuations in currency exchange rates; 24 Table of Contents • insufficient protection against product piracy and differing protections for IP rights; • varying attitudes towards censorship and the treatment of information service providers by foreign governments, particularly in emerging markets; • various trade restrictions (including trade and economic sanctions and export controls prohibiting or restricting transactions involving certain persons and certain designated countries or territories) and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010); • possible difficulties in enforcing a U.S. judgment against us or our directors and officers residing outside the United States, or asserting securities law claims outside of the United States; and • protecting your interests as a shareholder due to the differing rights of shareholders under Jersey law, where we are incorporated. Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially affected. The international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations. For example, we have been advised that we should be able to deliver the Merger Shares, consistent with our obligations under the Sponsor Agreement, to the recipients thereof without withholding for U.K. employment and related taxes. However, it is possible that Her Majesty’s Revenue and Customs (“HMRC”) could dispute our position and proceed against us for the amount of such taxes, which could be significant and, if sustained, could adversely affect our cash flows and financial position. Although we believe we would ultimately prevail in any such a proceeding, there can be no assurance that we would not be required to pay a significant amount in settlement of any such a claim brought by HMRC. Our indebtedness could adversely affect our business, financial condition, and results of operations. Our indebtedness could have significant consequences on our future operations, including: • making it more difficult for us to satisfy our debt obligations and our other ongoing business obligations, which may result in defaults; • events of default if we fail to comply with the financial and other covenants contained in the agreements governing our debt instruments, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses; • sensitivity to interest rate increases on our variable rate outstanding indebtedness, including uncertainty relating to the likely phasing out of LIBOR by the end of 2021, which could result in increased interest under our credit facilities which could cause our debt service obligations to increase significantly; • reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; • limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate, and the overall economy; • placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged; • increasing our vulnerability to the impact of adverse economic and industry conditions; and • if we receive a downgrade of our credit ratings, our cost of borrowing could increase, negatively affecting our ability to access the capital markets on advantageous terms, or at all. Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in an amount sufficient to enable us to meet our debt obligations and to fund other liquidity needs. We may incur substantial additional indebtedness, including secured indebtedness, for many reasons, including to fund acquisitions. If we add additional debt or other liabilities, the related risks that we face could intensify. Our outstanding private placement warrants are accounted for as liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may cause volatility in our earnings and thus may have an adverse effect on the market price of our ordinary shares. 25 Table of Contents As described in our financial statements included in Part II, Item 8, to this Annual Report on Form 10-K, the Company accounts for its outstanding private placement warrants as liabilities at fair value on the balance sheet. The private placement warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value as of the end of each period for which earnings are reported. The Company will continue to adjust the liability for changes in fair value until the earlier of exercise or expiration of the warrants. The volatility introduced by changes in fair value on earnings may have an adverse effect on the market price of our ordinary shares. We have identified material weaknesses in our internal control over financial reporting as of December 31, 2021, and if we are not able to remediate the material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to design and maintain effective internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent misstatements due to fraud or error. We identified certain control deficiencies in the design of our internal control over financial reporting that constituted material weaknesses as of December 31, 2021. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses related to: (1) the lack of an effectively designed control over the communication of modifications to pre-existing compensation agreements in an acquisition transaction between the legal function and the accounting function to ensure the accounting impact of the modifications could be evaluated, and (2) the lack of an effectively designed control with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities. The material weakness related to the communication of modifications to pre-existing compensation agreements in an acquisition transaction resulted in the restatement of the Company’s consolidated financial statements for the year ended December 31, 2020, the quarter ended December 31, 2020 and the first, second and third quarters of 2021. The material weakness related to the review of the tax balances associated with the opening balance sheet of acquired entities resulted in immaterial adjustments of the Company’s consolidated financial statements for the year ended December 31, 2020 and each of the quarters of 2020 and the first, second and third quarters of 2021. If we fail to design and maintain effective internal control over financial reporting, there could be material misstatements in our consolidated financial statements that we may not be able to prevent or detect on a timely basis and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price of the ordinary shares. Additionally, ineffective internal control over financial reporting could expose us to an increased risk of fraud or misappropriation of assets and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions. 26 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annual 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 annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include: • any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; • our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, macroeconomic market conditions and changing regulatory requirements; • our loss of, or inability to attract and retain, key personnel; • our ability to comply with applicable data protection and privacy laws; • the effectiveness of our business continuity plans; • our dependence on third parties, including public sources, for data, information and other services, and our relationships with such third parties; • increased accessibility to free or relatively inexpensive information sources; • our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions; • our ability to compete in the highly competitive industry in which we operate, and potential adverse effects of this competition; • our ability to maintain high annual revenue renewal rates; • the strength of our brand and reputation; • our exposure to risk from the international scope of our operations, and our exposure to potentially adverse tax consequences from the international scope of our operations and our corporate and financing structure; • our substantial indebtedness, which could adversely affect our business, financial condition, and results of operations; • volatility in our earnings due to changes in the fair value of our outstanding warrants each period; and • other factors beyond our control. The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from 27 Table of Contents 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. Item 1B. Unresolved Staff Comments None. Item 2. Properties The Company’s primary office spaces as of December 31, 2021 are represented in the table below: Location Space Leased Lease Expiration Ann Arbor, Michigan, USA 130,961 square feet November 2023 Noida, India 81,126 square feet March 2025 Philadelphia, Pennsylvania, USA 78,778 square feet October 2029 Jerusalem, Israel 65,294 square feet December 2024 Bangalore, India 57,850 square feet February 2022 Hyderabad, India 54,064 square feet July 2021 Belgrade, Serbia 53,841 square feet August 2027 Ypsilanti, Michigan, USA 40,000 square feet December 2026 Boston, Massachusetts, USA 35,600 square feet October 2024 Chandler, Arizona, USA 35,213 square feet January 2028 Jersey, United Kingdom 30,784 square feet September 2028 Des Plaines, Illinois, USA 25,086 square feet December 2027 Alexandria, Virginia, USA 24,660 square feet June 2027 Milwaukee, Wisconsin, USA 24,016 square feet May 2027 Penang, Malaysia 23,639 square feet September 2023 Tokyo, Japan 23,078 square feet May 2022 Burlington, Massachusetts, USA 20,026 square feet December 2027 Bethesda, Maryland, USA 19,492 square feet November 2025 San Francisco, California, USA 18,900 square feet October 2025 Chennai, India 18,844 square feet Indefinite London, United Kingdom 17,800 square feet December 2029 Barcelona, Spain 17,000 square feet September 2024 Toronto, Canada 16,786 square feet May 2025 Seoul, South Korea 16,435 square feet May 2022 Seattle, Washington, USA 16,187 square feet August 2024 We believe that our properties, taken as a whole, are in good operating condition, are suitable and adequate for our current business operations, and that additional or alternative space will be available on commercially reasonable terms for future use and expansion. Item 3. 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 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 23 in this Report. 28 Table of Contents Item 4. Mine Safety Disclosures Not applicable. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Price of Ordinary Shares Our ordinary shares are traded on the NYSE under the symbol CLVT. Holders As of December 31, 2021, there were 95 holders of record of ordinary shares. A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. Dividends We did not pay any dividends to ordinary shareholders during the year ended December 31, 2021. We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indenture governing our secured notes due 2026 include restrictions that may impact our ability to pay dividends. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth information as of December 31, 2021, with respect to compensation plans under which equity securities are authorized for issuance. Equity Compensation Plan Information Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column) (a)(c) Equity Compensation Plans Approved by Security Holders 2019 Incentive Award Plan 10,693,988 (2) $ 13.43 (3) 40,200,324 (4) Equity Compensation Plans Not Approved by Security Holders (1) Total 10,693,988 $ 13.43 40,200,324 (1) See Item 11. Executive Compensation - Compensation Committee Interlocks and Insider Participation. See Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 16 - Shareholders’ Equity for information regarding the Warrants. (2) Includes (a) 4,801,602 of stock options, (b) 4,532,131 restricted share units that were issued with no exercise price or other consideration, and (c) 1,360,255 performance share units at grant that were issued with no exercise price or other consideration, and may not ultimately vest based on achievement of certain performance and market conditions. (3) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units or performance share units. (4) The total number of securities to be issued under the 2019 Incentive Award Plan. 29 Table of Contents Issuer Purchases of Equity Securities The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month during the year ended December 31, 2021. Period Total Number of Shares Purchased (1) Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) Number of Shares that May Yet Be Purchased Under Plans or Programs January 1, 2021-January 31, 2021 8,250 $ 30.55 — — February 1, 2021-February 28, 2021 33,580 $ 30.09 — — March 1, 2021-March 31, 2021 311,619 $ 23.88 — — April 1, 2021-April 30, 2021 200,205 $ 27.19 — — May 1, 2021-May 31, 2021 298,624 $ 29.39 — — June 1, 2021-June 30, 2021 310,821 $ 28.01 — — July 1, 2021-July 31, 2021 17,648 $ 26.95 — 10,965,000 August 1, 2021-August 31, 2021 137,783 $ 23.55 1,769,000 9,196,000 September 1, 2021-September 31, 2021 (3) 22,050 $ 25.41 830,700 8,365,300 October 1, 2021 - October 31, 2021 14,010 $ 22.27 — November 1 2021 - November 30, 2021 95,980 $ 23.34 2,500,800 5,864,500 December 1, 2021 - December 31, 2021 162,100 $ 24.65 1,475,000 4,389,500 Total 1,612,670 6,575,500 4,389,500 (1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan. (2) In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250,000 of its outstanding ordinary shares, subject to market conditions. During the year ended December 31, 2021, the Company purchased 6,575,500 shares for a total of $159,356. As of December 31, 2021, the Company had approximately $90,644 of availability remaining under this program. (3) Total number of shares purchased and price paid per share is for the period beginning September 1, 2021 and ending September 30, 2021. Total number of shares purchased as part of publicly announced plans or programs and number of shares that may yet be purchased is for the period beginning September 1, 2021 and ending September 9, 2021. Performance Graph The following graph compares our total cumulative stockholder return with the Standard & Poor’s Composite Stock Index (“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc., Gartner Inc., IHS Markit Ltd., Moody’s Corporation, MSCI Inc., S&P Global Inc. and Verisk Analytics, Inc. The graph assumes a $100 cash investment on May 14, 2019 and the reinvestment of all dividends, where applicable. This graph is not indicative of future financial performance. The following graph is not filed but is furnished pursuant to Regulation S-K Item 201(e), Instruction 7. 30 Table of Contents Recent Sales of Unregistered Equity; Use of Proceeds from Registered Offerings In March 2017, the Company adopted the management incentive plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees received a corresponding number of options to acquire additional ordinary shares subject to five year vesting. The vesting of these options was accelerated on November 30, 2020. The Company did not receive any subscriptions during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, 2020 and 2019, respectively, there were 125,760, 127,060 and 358,313 shares issued and outstanding under the management incentive plan. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. Item 6. [Reserved] 31 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our Consolidated Financial Statements, including the notes thereto, included elsewhere in this annual 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 Science segment and Intellectual Property (“IP”) segment, which are also our reportable segments. Our Science segment consists of our Academic and Government Product Line (“AGPL”) and Life Sciences Product Lines, and our IP segment consists of our Patent, Trademark, Domain, and IP Management Product Lines. Our highly curated Web of Science products are offered primarily to universities, helping them navigate scientific literature, facilitate research and evaluate and measure the quality of researchers, institutions and scientific journals across various academic disciplines. Our Life Sciences Product Line offerings serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and preclinical research, competitive intelligence, regulatory information and clinical trials. Our Patent Product Line offerings help patent and legal professionals in R&D intensive businesses evaluate the novelty and patentability of new ideas and products to help protect and research patents. Our Trademark Product Line allow businesses and legal professionals to access our comprehensive trademark database. Our Domain Product Line offerings include enterprise web domain portfolio management products and services. Finally, our IP Management Product Line provides technology solutions and legal support services across the IP lifecycle, including renewal and validation of IP rights on behalf of customers and the development and provision of IP management software, as well as other patent activities including patent searching, IP filing, prosecution support and trademark watching. For further information regarding an overview of our business and certain related trends and uncertainties, refer to Part I - Item 1. Business. Objective The objective of the Management Discussion and Analysis is to detail material information, events, uncertainties and factors impacting the Company and provide investors an understanding from "Management's perspective". Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, Management highlights the critical areas for evaluating the Company's performance which includes a discussion of reportable segment information. In addition, refer to Item 1. Business for Management's discussion of forward looking transformational strategy and initiatives including operational improvements, revenue growth and pursuit of acquisition opportunities. Factors Affecting the Comparability of Our Results of Operations The following factors have affected the comparability of our results of operations between the periods presented in this annual report and may affect the comparability of our results of operations in future periods. Strategic Acquisitions Acquisition of ProQuest 32 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from the Seller Group. The aggregate consideration in connection with the closing of the ProQuest acquisition was $4,994,334, net of $52,514 cash acquired. The aggregate consideration was composed of (i) $1,094,901 from the issuance of up to 46,910,923 ordinary shares to the Seller Group, representing approximately 7% pro forma fully diluted ownership of Clarivate and (ii) approximately $3,951,947 in cash, including approximately $917,491 to fund the repayment of ProQuest debt. We funded the cash purchase price through a combination of cash on hand, new debt financing related to the Senior Unsecured Notes and Senior Secured Notes (see Note 14 of the Notes to Consolidated Financial Statements) and the June 2021 Ordinary Share Offering and 5.25% Series A Mandatory Convertible Preferred Shares Offering (see Note 16 of the Notes to Consolidated Financial Statements). Acquisition of CPA Global On October 1, 2020, we acquired 100% of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,540,886, net of $102,675 cash acquired, including an equity hold-back consideration of $46,485. The aggregate consideration was composed of (i) $6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055,822 and related interest swap termination fee of $22,262. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares on October 1, 2020. There were 6,325,860 shares that were transferred to Clarivate to fund an Employee Benefit Trust established for the CPA Global Equity Plan. Accordingly, these shares were excluded from purchase price consideration. In conjunction with the closing of the transaction, the Company incurred an incremental $1,600,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the transaction. Acquisition of Decision Resources Group On February 28, 2020, we acquired 100% of the assets, liabilities and equity interests of Decision Resources Group ("DRG"), a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited ("PEL"), which is a part of global business conglomerate Piramal Group. The acquisition helps us expand our core businesses and provides us with the potential to grow in the Life Sciences Product Line. The aggregate consideration paid in connection with the closing of the DRG acquisition was $964,997, composed of $900,000 of base cash plus $6,100 of adjusted closing cash paid on the closing date and 2,895,638 of the Company's ordinary shares issued to PEL in March 2021. The contingent stock consideration was valued at $58,897 on the closing date and was revalued at each period end until its issuance date and was included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Dispositions Disposition of Techstreet On November 6, 2020, the Company completed the sale of certain assets and liabilities of certain non-core assets and liabilities within the IP segment for a total purchase price of $42,832. A gain of $28,140 was recognized in the Consolidated Statements of Operations within Other operating (expense) income, net during the year ended December 31, 2020. Public Ordinary and Mandatory Convertible Preferred Share Offerings In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating proceeds of $540,736, which we used to fund a portion of the cash consideration for the DRG acquisition. In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $22.50. 33 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. See Note 1 - Background and Nature of Operations for further details on the public ordinary share offerings. In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,000 of our 5.25% Series A Mandatory Convertible Preferred Shares (which included 1,875,000 of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). See Note 16 - Shareholders’ Equity for further details on the MCPS offering. Private Placement Notes Offering 2021 Senior Secured Notes and Senior Notes Offering In June 2021, we issued $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 (the "Old Secured Notes") and $1,000,000 in aggregate principal amount of Senior Notes due June 30, 2029 (the "Old Unsecured Notes" and, together with the Old Secured Notes, the "Old Notes") bearing interest at a rate of 3.875% and 4.875% per annum, respectively. The interest was payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The Old Secured Notes and the Old Unsecured Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn 3.875% Senior Secured Notes due 2028 (the “Old Secured Notes”) for the newly-issued 3.875% Senior Secured Notes due 2028 (the “New Secured Notes”), and (ii) exchanged all of the outstanding, validly tendered and not withdrawn 4.875% Senior Unsecured Notes due 2029 (the “Old Unsecured Notes” and, together with the Old Secured Notes, the “Old Notes”) for the Issuer’s newly-issued 4.875% Senior Notes due 2029 (the “New Unsecured Notes” and, together with the New Secured Notes, the “New Notes”). The initial aggregate principal amount of New Notes is equal to the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by the Issuer. The offers to exchange are referred to herein as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470"). Concurrently with the settlement of the Exchange Offers, the Issuer deposited (or caused to be deposited) an amount in cash equal to the aggregate principal amount of the New Notes of each series into segregated escrow accounts until the date that certain escrow release conditions (the “Escrow Release Conditions”) including the consummation of the ProQuest acquisition, were satisfied. On December 1, 2021 the Escrow Release Conditions were satisfied, and the escrow proceeds were released from the escrow accounts and used to fund a portion of the purchase price of the ProQuest acquisition and to pay related fees and expenses. In connection with the closing of the ProQuest acquisition on December 1, 2021, the New 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 New Secured Notes are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes, and the New Unsecured Notes are the Issuer’s and such guarantors’ unsecured obligations. Restructuring During 2020 and 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base. As a result, we have implemented several cost-saving and margin improvement programs designed to generate substantial 34 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program and the CPA Global Acquisition Integration and Optimization Program. During 2021, we approved the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company and the ProQuest Acquisition Integration Program. The programs are expected to result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce. Operation Simplification and Optimization Program During the fourth quarter of 2019, the Company approved restructuring actions designed to streamline our operations by simplifying our organization and focusing on two segments in planned phases. Approximately $44,538 costs have been incurred to date under the program which was substantially complete as of December 31, 2021. During the year ended December 31, 2021, 2020, and 2019, the Company recorded pre-tax charges of $2,221, $26,647, and $15,670 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $2,063, $16,069 and $15,424 of severance and related benefit costs, $30, $4,567 and $246 of contract exit costs and legal and advisory fees, and $128, $6,011 and $0 of lease impairment and location exit costs. DRG Acquisition Integration Program During the second quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs in planned phases following the acquisition of DRG. Approximately $6,792 of costs have been incurred to date under the program which was substantially complete as of December 31, 2021. During the year ended December 31, 2021 and 2020, the Company recorded pre-tax charges of $195 and $6,597 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $ 120 and $ 5,133 of severance and related benefit costs, $75 and $487 of contract exit costs and legal and advisory fees, and $0 and $977 of lease impairment and location exit costs. CPA Global Acquisition Integration and Optimization Program During the fourth quarter of 2020, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of CPA Global and to streamline our operations simplifying our organization and reducing our leasing portfolio. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $128,017 for all phases of the program. Approximately $128,113 of costs have been incurred to date under the program which was substantially complete as of December 31, 2021. During the year ended December 31, 2021 and 2020, the Company recorded pre-tax charges of $105,122 and $22,895 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $35,882 and $18,715 of severance and related benefit costs, $8,303 and $3,472 of contract exit costs and legal and advisory fees, and $60,937 and $707 of lease impairment and location exit costs. One Clarivate Program During the second quarter of 2021, the Company approved restructuring actions to streamline operations within targeted areas of the Company. The program will result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $39,981 for all approved phases of the program. Approximately $19,981 of costs have been incurred to date under the program and $20,000 are expected to be incurred in a future period, all related to severance charges. During the year ended December 31, 2021, the Company recorded pre-tax charges of $19,981 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were composed of $17,275 of severance and related benefit costs and $2,707 of contract exit costs and legal and advisory fees. ProQuest Acquisition Integration Program During the fourth quarter of 2021, the Company approved restructuring actions designed to eliminate duplicative costs following the acquisition of ProQuest and to streamline our operations simplifying our organization and continuing to 35 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) reduce our lease portfolio. As a result of these actions, the company expects to record total pre-tax restructuring charges of approximately $69,939 for all phases of the program. Approximately $1,939 of costs have been incurred to date under the program and $68,000 are expected to be incurred in a future period, related to severance, lease impairments and other exit costs, such as legal and advisory fees. During the year ended December 31, 2021, the Company recorded pre-tax charges of $1,939 recognized within Restructuring and impairment in the Consolidated Statements of Operations. These charges were all related to severance and related benefit costs. Effect of Currency Fluctuations As a result of our geographic reach and operations across regions, we are exposed to currency transaction and currency translation impacts. Currency transaction exposure results when we generate revenues in one currency and incur expenses in another. While we seek to limit our currency transaction exposure by matching revenues and expenses, we are not always able to do so. For example, our revenues and direct expenses before depreciation and amortization, tax and interest were denominated in the following currencies: Year Ended December 31, 2021 2020 2019 Revenues USD 66 % 74 % 81 % Euros 16 % 11 % 9 % British pounds 12 % 8 % 3 % Other currencies 6 % 6 % 7 % Direct expenses USD 57 % 69 % 70 % Euros 10 % 9 % 9 % British pounds 20 % 13 % 13 % Other currencies 13 % 9 % 8 % The financial statements of our subsidiaries outside the U.S. and the UK are typically measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the balance sheet date exchange rates, while income and expense items are translated at the average monthly exchange rates. Resulting translation adjustments are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. Subsidiary monetary assets and liabilities that are denominated in currencies other than the functional currency are remeasured using the month-end exchange rate in effect during each month, with any related gain or loss recorded in Other operating expense, net within the Consolidated Statements of Operations. In September 2020, the Company entered into two foreign exchange forward contracts to reduce its exposure to variability in cash flows relating to funding of the repayment of CPA Global's parent company outstanding debt on October 1, 2020. The Company recognized a gain from the mark to market adjustment of $0 and $2,903, in Other operating income, net on the Consolidated Statements of Operations for the year ended December 31, 2021 and 2020, respectively. The nominal amount of outstanding foreign currency contracts was $0 as of December 31, 2021 and December 31, 2020. Additionally, the Company periodically enters into foreign currency contracts. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks within the acquired CPA Global business. These contracts generally do not exceed 180 days in duration. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk and Item 8. Financial Statements and Supplementary Data - Note 10 to the Consolidated Financial Statements - Derivative Instruments, for additional information. 36 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) 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. Adjusted Revenues We present Adjusted Revenues, which excludes the impact of the deferred revenue purchase accounting adjustments relating to acquisitions prior to 2021 (see Note 3 - Summary of Significant Accounting Policies for further detail), which is allowable under the Company's debt covenant calculation. We present these measures because we believe it is useful to readers to better understand the underlying trends in our operations. Due to the adoption of ASU 2021-08, this performance indicator will not be used going forward. See - Certain Non-GAAP Measures - Adjusted Revenues below for important information on the limitations of Adjusted Revenues and their reconciliation to the respective revenues measures under U.S. GAAP. 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), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments 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. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues. 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 fees associated with transactional and re-occurring revenues. We monitor ACV because it represents a leading indicator of the potential subscription revenues that may be generated from our existing customer base over the upcoming 12-month period. Measurement of subscription revenues as a key operating metric is particularly relevant because a majority of our revenues are generated through subscription-based and re-occurring 37 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) revenues, which accounted for 79.1%, 76.9% and 82.6% of our total revenues for the years ended December 31, 2021, 2020 and 2019, respectively. We calculate and monitor ACV for each of our segments, and use the metric as part of our evaluation of our business and trends. The amount of actual subscription revenues that we earn over any 12-month period are likely to differ from ACV at the beginning of that period, sometimes significantly. This may occur for numerous reasons, including subsequent changes in annual revenue renewal rates, impact of price increases (or decreases), cancellations, upgrades and downgrades, and acquisitions and divestitures. We calculate the ACV on a constant currency basis to exclude the effect of foreign currency fluctuations. The following table presents ACV as of the dates indicated: December 31, Change (dollars in thousands) 2021 2020 2019 2021 vs. 2020 2020 vs. 2019 Annualized Contract Value $ 1,611,837 $ 906,554 $ 793,727 77.8 % 14.2 % Annual Revenue Renewal Rates Our revenues are primarily subscription based, which leads to high revenue predictability. Our ability to retain existing subscription customers is a key performance indicator that helps explain the evolution of our historical results and is a leading indicator of our revenues and cash flows for the subsequent reporting period. “Annual revenue renewal rate” is the metric we use to determine renewal levels by existing customers across all of our Segments, and is a leading indicator of renewal trends, which impact the evolution of our ACV and results of operations. We calculate the annual revenue renewal rate for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements that come up for renewal in that period. “Open renewals,” which we define as existing subscription product license agreements that come up for renewal, but are neither renewed nor canceled by customers during the applicable reposting period, are excluded from both the numerator and denominator of the calculation. We calculate the annual revenue renewal rate to reflect the value of product downgrades but not the value of product upgrades upon renewal, because upgrades reflect the purchase of additional services. The impact of upgrades, new subscriptions and product price increases is reflected in ACV, but not in annual revenue renewal rates. Our annual revenue renewal rates were 90.6%, 91.2% and 90.1% for the years ended December 31, 2021, 2020 and 2019, respectively. Key Components of Our Results of Operations Revenues, net The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring, transactional and other revenues typically recognize revenue at a point in time with professional services revenue recognized over time. The Company believes subscription, re-occurring, transactional and other is reflective of how the Company manages the business. Subscription-based revenues are recurring revenues that are earned under annual, multi-year, or evergreen 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, continuing service fees related to our perpetual access license ("PALs"), and analytics solutions are recognized ratably over the contractual term as revenues are earned. Subscription revenues are driven by annual revenue renewal rates, new subscription business, price increases on existing subscription business and subscription upgrades and downgrades from recurring customers. Substantially all of our historical deferred revenues purchase accounting adjustments are related to subscription revenues. 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 purchasing cyclical products. These contracts include either evergreen clauses, in which at least six month advance notice is required prior to cancellation, or terms of multiple years. Due to the cyclical nature of the Company’s re-occurring products, and there typically being upfront setup time with the customer, the 38 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) re-occurring revenue stream benefits from an established customer base, with minimal customer attrition. A primary driver of the re-occurring revenue stream is the ‘renewal’ business obtained from the CPA global acquisition. Revenue from this revenue stream is typically recognized point in time. Transactional and other revenues include "clearance searching" and "backfiles" products as well as professional services such as implementation. Clearance searching products relate to preparing detailed, custom reports post screening that uncover potential risks related to a proposed trademark. Backfiles represent an archive of historical data content. Transactional 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 content revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional 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 services 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. Cost of Revenues Cost of revenues consists of costs related to the production, servicing and maintenance of our products and are composed primarily of related personnel costs, such as salaries, benefits and bonuses for employees, fees for contracted labor, and data center services and licensing costs. Cost of revenues also includes the costs to acquire or produce content, royalties payable and non-capitalized R&D expenses. Cost of revenues does not include production costs related to internally generated software, which are capitalized. Selling, General and Administrative Selling, general and administrative costs consist primarily of salaries, benefits, commission and bonuses for the executive, finance and accounting, human resources, administrative, sales and marketing personnel, third-party professional services fees, such as legal and accounting expenses, facilities rent and utilities and technology costs associated with our corporate infrastructure. Also included within these costs are transaction expenses including costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. Depreciation Depreciation expense relates to our fixed assets, including mainly computer hardware and leasehold improvements, furniture and fixtures. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the duration of the related lease. Amortization Amortization expense relates to our finite-lived intangible assets, including mainly databases and content, customer relationships, internally generated computer software and trade names. These assets are amortized over periods of between two and twenty-three years. Definite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value based on discounted cash flows. Impairment on Assets Held for Sale Impairment on assets held for sale represents an impairment charge recorded for certain assets classified as assets held for sale. Restructuring and Impairment Restructuring and impairment expense includes costs associated with involuntary termination benefits provided to employees under the terms of a one-time benefit arrangement, ongoing benefit arrangements, certain contract termination costs, other costs associated with an exit or disposal activity and impairment charges associated with right of use assets in which the Company has ceased the use of during the period. Other Operating Income (Expense), Net 39 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Other operating income (expense), net consists of gains or losses related to the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company, sublease income, gain recognized on foreign exchange contract settlement and our subsidiaries that are denominated in currencies other than each relevant entity's functional currency. Mark to Market Adjustment on Financial Instruments Mark to market adjustment on financial instruments consists of the mark to market accounting adjustments related to certain of the Company's warrants issued to the founders of Churchill Capital Corp, a special purpose acquisition company or “SPAC” with which the Company consummated a business combination transaction in May 2019. Legal Settlement Legal settlement represents a net gain recorded in 2019 for cash received in relation to closure of a confidential legal matter. Interest Expense and Amortization of Debt Discount, Net Interest expense and amortization of debt discount, net consists of expense related to interest on our borrowings under our term loan facility and our secured notes due 2026, senior unsecured notes due in 2029 and senior secured notes due in 2028, the amortization and write off of debt issuance costs and original discount, and interest related to certain derivative instruments. Provision for Income Taxes A provision for income tax is calculated for each of the jurisdictions in which we operate. The benefit or provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The benefit or provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the book and tax bases of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the provision for income taxes. Dividends on Preferred Shares Dividends on our convertible preferred shares are calculated 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. Critical Accounting Policies, Estimates and Assumptions The preparation of the consolidated financial statements in accordance with GAAP requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements. On an ongoing basis, we evaluate estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We consider the following accounting policies to be critical to understanding our financial statements because the application of these policies requires significant judgment on the part of management, which could have a material impact on our financial statements if actual performance should differ from historical experience or if our assumptions were to change. The following accounting policies include estimates that require management’s subjective or complex judgments about the effects of matters that are inherently uncertain. For information on our significant accounting policies, including the policies discussed below, see Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 3 - Summary of Significant Accounting Policies. Revenue Recognition We derive revenues from contracts with customers by selling information on a subscription and single transaction basis as well as performing professional services. Our subscription contract agreements contain standard terms and conditions, and most contracts include a one-year subscription, although we may provide a multi-year subscription in certain instances. In 40 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as retroactive discounts provided to the customers, indexed or volume based discounts, and revenues between contract expiration and renewal. We estimate the amount of the variable consideration at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenues recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. Most of our revenues are derived from subscription contract arrangements, which may contain multiple performance obligations. For these arrangements, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. We utilize standard price lists, together with consideration of market conditions, customer demographics, and geographic location, to determine the standalone selling price for most of our products and services, however certain products may not have a standalone selling price that is directly observable, which requires judgment. Business Combinations In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are accounted for using the acquisition method at the acquisition date and are recorded at their respective fair values. One of the most significant estimates relates to the determination of the fair value of these assets and liabilities. The determination of the fair values is based on estimates and judgments made by management. Our estimates of fair value are based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable. The fair value of the customer relationships intangible assets acquired was estimated by management through a discounted cash flow model using the multi-period excess earnings method, which involved the use of significant estimates and assumptions related to projected revenue growth rates, operating margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates, among other items. The fair value of the technology and databases and trade names intangible assets acquired was estimated by management through a discounted cash flow model using the relief from royalty method, which involved the use of significant estimates and assumptions related to projected revenue growth rates, royalty rates, tax rates, discount rates, tax amortization benefits, and obsolescence rates. The significant estimates and assumptions used in determining their fair value may change during the finalization of the purchase price allocation. As a result, the Company may make adjustments to the provisional amounts recorded for certain items as part of the purchase price allocation subsequent to the acquisition, not to exceed one year after the acquisition date, until the purchase accounting allocation is finalized. When a business combination involves contingent consideration, we record a liability for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability; however, management is responsible for evaluating the estimate. We reassess the estimated fair value of the contingent consideration each financial reporting period over the term of the arrangement. Any resulting changes identified subsequent to the measurement period are recognized in earnings and could have a material effect on our results of operations. Reviews of the tax balances associated with the opening balance sheet of acquired entities is a critical step of the acquisition accounting and throughout the measurement period. Long-Lived Assets (including Other Intangible Assets) Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. We evaluate long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to current forecasts of undiscounted future net cash flows expected to be generated by the asset over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized equal to the amount by which the carrying amount of the asset exceeds the fair value of the 41 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) asset. Any such impairment would be recognized in full in the reporting period in which it has been identified, which could have a material adverse effect on our financial condition or results of operations. Goodwill and Indefinite-Lived Intangible Assets Goodwill Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill The Company performs goodwill impairment testing at the reporting unit level which is defined as the operating segment or one level below the operating segment. As of October 1, 2021, our most recent annual goodwill impairment testing date, the Company identified five reporting units. As part of our annual goodwill impairment testing, the Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The quantitative goodwill impairment test, used to identify both the existence of impairment and the amount of impairment loss, compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. The Company estimates the fair value of a reporting unit using the income approach. Under the income approach, a discounted cash flow ("DCF") model is used to determine fair value based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates. Significant judgments inherent in these analyses include, but are not limited to, estimating the amount and timing of future cash flows and the selection of appropriate discount rates, tax rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of estimated fair value. Any such impairment charge would be recognized in full in the reporting period in which it has been identified, which could have a material adverse effect on our financial condition or results of operations. In the fourth quarter of 2021, the Company performed its annual goodwill impairment testing by applying the qualitative assessment to three of its reporting units and the quantitative assessment to two of its reporting units. For the reporting units tested under the qualitative assessment, the Company considered various qualitative factors, including those described above, that would have affected the estimated fair value of the reporting units, as well as the historical significant level of headroom, and the results of the qualitative assessments indicated that it is not more likely than not that the fair values of the reporting units were less than their carrying values. For the reporting units tested under the quantitative assessment, the results indicated that, the estimated fair values of the reporting units exceeded their carrying values. As such, as of October 1, 2021, our most recent annual goodwill impairment testing date, goodwill was not impaired. Of the five reporting units identified and tested for goodwill impairment as of October 1, 2021, the IP Management reporting unit within our Intellectual Property segment, for which a quantitative assessment was performed, indicated an estimated fair value that was not substantially in excess of its carrying value. The Company notes the following with respect to the IP Management reporting unit as of our most recent annual goodwill impairment testing date: • The percentage by which the estimated fair value exceeded the carrying value was 7%; • The amount of goodwill assigned to the reporting unit as of December 31, 2021 was $3,046,906, representing the goodwill acquired in Q4 2020 from the CPA Global and Hanlim IPS acquisitions; • The Company estimated the fair value of the reporting unit using the income approach, and more specifically, the DCF model. The significant assumptions used in the DCF model included projected revenue growth rates and operating margins, tax rates, terminal values, and discount rates, among others, all of which require significant judgments by management; ◦ The Company used its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for the reporting unit. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from the Company’s estimates. ◦ The discount rate was derived using a capital asset pricing model and analyzing published rates for industries relevant to the reporting unit to estimate the cost of equity financing. The Company used a 42 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) discount rate of 7.0%, which we believe to be commensurate with the risks and uncertainty inherent in the respective reporting unit and in its internally developed forecast. • Certain future events and circumstances, including deterioration of market conditions, higher cost of capital or a decline in demand for IP Management's product offerings, could result in changes to these assumptions and judgements. A downward revision in the present value of future cash flow could result in impairment, and a non-cash charge would be recorded. Such a charge could have a material effect on our financial position and results of operations. Indefinite-Lived Intangible Assets The Company has indefinite-lived intangible assets related to trade names. As part of our annual indefinite-lived intangible asset impairment testing, the Company has the option to first perform qualitative testing by evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not (a likelihood of more than 50 percent) that the indefinite-lived assets are impaired. If, based on our evaluation of the events and circumstances that occurred during the year we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is required. If the Company chooses not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying value exceeds the estimated fair value, additional quantitative testing is performed. The quantitative test for impairment is performed using the relief-from-royalty method under the income approach to determine the fair value based on the present value of estimated future cash flows that the indefinite-lived intangible asset can be expected to generate in the future. Significant judgments inherent in the analysis include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of estimated fair value and could result in an impairment charge. Any such impairment charge would be recognized in full in the reporting period in which it has been identified, which could have a material adverse effect on our financial condition or results of operations. In the fourth quarter of 2021, the Company elected to forego the qualitative assessment and performed the quantitative impairment evaluation to determine the estimated fair value of the indefinite-lived intangible assets. The results indicated that the estimated fair value substantially exceeded its carrying value, and the indefinite-lived intangible assets were not impaired. Share-Based Compensation Share-based compensation expense includes cost associated with stock options, restricted stock units (“RSUs”) and Performance stock units ("PSUs") granted to certain key members of management. The stock option fair value is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that options granted are expected to be outstanding, based on forecasted exercise behavior. The risk-free rate is based on the rate at grant date of zero-coupon U.S. Treasury Notes with a term comparable to the expected term of the option. Expected volatility is estimated based on the historical volatility of comparable public entities’ stock price from the same industry. Our dividend yield is based on forecasted expected payments, which are expected to be zero for the immediate future. We recognize compensation expense over the vesting period of the award on a graded-scale basis, and we recognize forfeitures as they occur. The stock-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted. We recognize compensation expense over the vesting period of the award on a graded-scale basis, and we recognize forfeitures as they occur. Each quarter, we evaluate the probability of the number of shares that are expected to vest and adjust our expense accordingly. Equity compensation plans of the acquired CPA Global business are accounted for as a liability as they will be paid in cash. Changes in the fair value of these awards are recorded at the end of each reporting period. Warrant Liabilities 43 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) The Company accounts for Private Placement Warrants for shares of the Company's ordinary stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The Private Placement Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of Mark to market adjustment on financial instruments on the Consolidated Statements of Operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the ordinary stock warrants. At that time, the portion of the warrant liabilities related to the ordinary stock warrants will be reclassified to additional paid-in capital. We used a third-party specialist to fair value the awards using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company and its peer group, and dividend yield. A discount for the lack of marketability ("DLOM") is applied to shares that are subject to remaining post vesting lock up restrictions. Recently Issued and Adopted Accounting Pronouncements For recently issued and adopted accounting pronouncements, see Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 3 - Summary of Significant Accounting Policies. Results of Operations The following table presents the results of operations for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, Change 2021 vs. 2020 Change 2020 vs. 2019 (in thousands, except percentages) 2021 2020 2019 % % Revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 49.7 % 28.7 % Operating expenses: Cost of revenues (626,104) (438,787) (352,000) 42.7 % 24.7 % Selling, general and administrative costs (642,989) (544,700) (475,014) 18.0 % 14.7 % Depreciation (13,996) (12,709) (9,181) 10.1 % 38.4 % Amortization (523,819) (290,441) (191,361) 80.4 % 51.8 % Impairment on assets held for sale — — (18,431) 0.0 % (100.0) % Restructuring and impairment (129,459) (56,138) (15,670) 130.6 % 258.3 % Other operating (expense) income, net (27,507) 52,381 4,826 (152.5) % 985.4 % Total operating expenses (1,963,874) (1,290,394) (1,056,831) 52.2 % 22.1 % Loss from operations (86,980) (36,347) (82,486) 139.3 % (55.9) % Mark to market adjustment on financial instruments 81,320 (205,062) (47,656) (139.7) % 330.3 % Legal settlement — — 39,399 0.0 % (100.0) % Loss before interest expense and income tax (5,660) (241,409) (90,743) (97.7) % 166.0 % Interest expense and amortization of debt discount, net (252,490) (111,914) (157,689) 125.6 % (29.0) % Loss before income tax (258,150) (353,323) (248,432) (26.9) % 42.2 % (Provision) benefit for income taxes (12,298) 2,698 (10,201) (555.8) % 126.4 % Net loss (270,448) (350,625) (258,633) (22.9) % 35.6 % Dividends on preferred shares (41,508) — — 100.0 % 0.0 % Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) (11.0) % 35.6 % 44 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Revenues, net Total Revenue Revenues, net of $1,876,894 in 2021, increased by $622,847, or 49.7%, from $1,254,047 in 2020. On a constant currency basis, Revenues, net increased by $606,296, or 48.3%. Adjusted Revenues of $1,880,845, which excludes the impact of the deferred revenue adjustment relating to acquisitions prior to 2021 (see Note 3 - Summary of Significant Accounting Policies for further detail), in 2021 increased by $603,697, or 47.3%, from $1,277,148 in 2020. On a constant currency basis, Adjusted Revenues increased by $587,110, or 46.0%. Revenues, net of $1,254,047 in 2020 increased by $279,702, or 28.7%, from $974,345 in 2019. On a constant currency basis, Revenues, net increased by $276,176, or 28.3%. Adjusted Revenues of $1,277,148, which excludes the impact of the deferred revenues adjustment, in 2020 increased by $302,365, or 31.0%, from $974,783 in 2019. On a constant currency basis, Adjusted Revenues increased by $298,839, or 30.7%. The comparability of our Revenues, net between periods was impacted by several factors described under “Factors Affecting the Comparability of Our Results of Operations” above. The tables below presents the items that impacted the change in our revenues, net between periods. Variance 2021 vs. 2020 (in thousands, except percentages) $ % Revenue change driver Increase due to a reduction in deferred revenues adjustment $ 19,150 1.5 % Decrease due to disposals (49,296) (3.9) % Increase from acquisitions 579,159 46.2 % Foreign currency translation 16,587 1.3 % Revenue increase from organic business 57,247 4.6 % Revenues, net (total change) $ 622,847 49.7 % Variance 2020 vs. 2019 (in thousands, except percentages) $ % Revenue change driver Decrease due to deferred revenues adjustment $ (22,663) (2.3) % Decrease due to disposals (64,815) (6.7) % Increase from acquisitions 353,195 36.2 % Foreign currency translation 3,526 0.4 % Revenue increase from organic business 10,459 1.1 % Revenues, net (total change) $ 279,702 28.7 % Revenues, net from our ongoing business improved for both of our segments, led by Science, reflecting a trend consistent with the increase in our ACV between periods, mainly due to product price increases and new business. The evolution of our recurring business is discussed further below. 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 the drivers of the variances between periods, including as a percentage of such revenues. 45 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2021 2020 Subscription revenues $ 1,034,356 $ 877,659 $ 156,697 17.9 % 16.1 % (3.6) % 1.9 % 3.5 % Re-occurring revenues 453,242 111,929 341,313 304.9 % 298.3 % — % (1.8) % 8.4 % Transactional and other revenues 393,247 287,560 105,687 36.8 % 36.2 % (6.2) % 0.8 % 5.9 % Deferred revenues adjustment (1) (3,951) (23,101) 19,150 82.9 % (19.0) % — % (0.2) % 102.1 % Revenues, net $ 1,876,894 $ 1,254,047 $ 622,847 49.7 % 45.8 % (3.9) % 1.3 % 6.4 % Deferred revenues adjustment (1) 3,951 23,101 (19,150) (82.9) % 19.0 % — % 0.2 % (102.1) % Adjusted revenues, net $ 1,880,845 $ 1,277,148 $ 603,697 47.3 % 45.3 % (3.9) % 1.3 % 4.5 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. Subscription revenues of $1,034,356 in 2021, increased by $156,697, or 17.9% from $877,659 in 2020. On a constant currency basis, subscription revenues increased by $140,426, or 16.0%. Acquisitive subscription growth was primarily generated from the DRG Transaction, CPA Global Transaction and the ProQuest Transaction. Disposal subscription revenues reduction was derived from the Techstreet Transaction. Organic subscription revenues increased primarily due to price increases, new business and the benefit of net installations in prior year. Re-occurring revenues of $453,242 in 2021, increased by $341,313, or 304.9% from $111,929 in 2020 due to nine months of acquisitive growth generated from the CPA Global Transaction, which was acquired on October 1, 2020. Organic re-occurring revenues increased primarily due to increases in patent renewal volumes and improvements in yield per case. Transactional and other revenues of $393,247 in 2021, increased by $105,687, or 36.8% from $287,560 in 2020. On a constant currency basis, transactional revenues increased by $103,360, or 35.9%. Acquisitive transactional growth was primarily generated from the DRG Transaction, the CPA Global Transaction and the ProQuest Transaction. Disposal transactional revenue reduction was derived from the Techstreet Transaction. Organic transactional revenues increased due to an increase in trademark search volumes, stronger back file and custom data sales and strength in our professional services business lines. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2020 2019 Subscription revenues $ 877,659 $ 805,518 $ 72,141 9.0 % 13.4 % (7.4) % 0.3 % 2.7 % Re-occurring revenues 111,929 — 111,929 100.0 % 100.0 % — % — % — % Transactional and other revenues 287,560 169,265 118,295 69.9 % 79.0 % (3.0) % 0.4 % (6.5) % Deferred revenues adjustment (1) (23,101) (438) (22,663) (5,174.2) % (5,243.4) % — % — % 69.2 % Revenues, net $ 1,254,047 $ 974,345 $ 279,702 28.7 % 33.9 % (6.7) % 0.4 % 1.1 % Deferred revenues adjustment (1) 23,101 438 22,663 5,174.2 % 5,243.4 % — % — % (69.2) % Adjusted revenues, net $ 1,277,148 $ 974,783 $ 302,365 31.0 % 36.2 % (6.7) % 0.4 % 1.2 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting 46 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Subscription revenues of $877,659 in 2020 increased by $72,141, or 9.0% from $805,518 in 2019. On a constant currency basis, subscription revenues increased by $63,339, or 8.6%. Acquisitive subscription growth was generated from the Darts-ip Transaction, DRG Transaction, and CPA Global Transaction. Disposal subscription revenues reduction was derived from the MarkMonitor Transaction and Techstreet Transaction. Organic subscription revenues increased primarily due to price increases and new business. Re-occurring revenues of $111,929 in 2020 increased by $111,929, or 100.0% from 2019 due to acquisitive growth generated from the CPA Global Transaction. Transactional and other revenues of $287,560 increased by $118,295, or 69.9% from $169,265 in 2019. On a constant currency basis, transactional revenues increased by $117,571, or 69.5%. Acquisitive transactional growth was generated from the DRG Transaction and CPA Global Transaction. Disposal transactional reduction was derived from the MarkMonitor Transaction and Techstreet Transaction. Organic transactional revenues decreased due to an overall decrease in demand primarily driven by economic conditions resulting from the COVID-19 pandemic. Revenue by Geography The below tables present our revenues split by geographic region, separating the impacts of the deferred revenues adjustment: Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2021 2020 Americas $ 928,690 $ 631,222 $ 297,468 47.1 % 45.8 % (5.8) % 0.1 % 7.0 % Europe/Middle East/Africa 555,804 365,599 190,205 52.0 % 50.5 % (1.9) % 3.0 % 0.4 % Asia Pacific 396,351 280,327 116,024 41.4 % 37.5 % (2.0) % 1.8 % 4.0 % Deferred revenues adjustment (1) (3,951) (23,101) 19,150 82.9 % (19.0) % — % (0.2) % 102.1 % Revenues, net $ 1,876,894 $ 1,254,047 $ 622,847 49.7 % 45.8 % (3.9) % 1.3 % 6.4 % Deferred revenues adjustment (1) 3,951 23,101 (19,150) (82.9) % 19.0 % — % 0.2 % (102.1) % Adjusted revenues, net $ 1,880,845 $ 1,277,148 $ 603,697 47.3 % 45.3 % (3.9) % 1.3 % 4.5 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. Acquisitive growth for all regions was primarily related to the DRG Transaction, the CPA Global Transaction and the ProQuest Transaction. Disposal revenue reduction for all regions was derived from the Techstreet Transaction. On a constant currency basis, Americas revenues increased by $296,784, or 47.0%, with organic growth due to improved subscription and transactional revenues. Transactional revenue increased primarily due to improved trademark search volumes, stronger back file sales, and custom data sales and strength in our professional services business lines. On a constant currency basis, Europe/Middle East/Africa revenues increased by $179,357, or 49.1%, primarily due to acquisitive growth and improved subscription revenues. Subscription revenue growth reflects the benefit of price increases, new products coming into market and net installations in prior year. On a constant currency basis, Asia Pacific revenues increased by $110,969, or 39.6%, primarily due to acquisitive growth and improved subscription and transactional revenues. 47 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2020 2019 Americas $ 631,222 $ 463,041 $ 168,181 36.3 % 46.4 % (9.4) % — % (0.7) % Europe/Middle East/Africa 365,599 278,738 86,861 31.2 % 35.3 % (5.9) % 0.7 % 1.0 % Asia Pacific 280,327 233,004 47,323 20.3 % 17.2 % (2.1) % 0.6 % 4.6 % Deferred revenues adjustment (1) (23,101) (438) (22,663) N/M N/M — % — % 69.2 % Revenues, net $ 1,254,047 $ 974,345 $ 279,702 28.7 % 33.9 % (6.7) % 0.4 % 1.1 % Deferred revenues adjustment (1) 23,101 438 22,663 — % N/M — % — % (69.2) % Adjusted revenues, net $ 1,277,148 $ 974,783 $ 302,365 31.0 % 36.2 % (6.7) % 0.4 % 1.2 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting Acquisitive growth for all regions was related to the Darts-ip Transaction, DRG Transaction, and CPA Global Transaction. Disposal reduction for all regions was derived from the MarkMonitor Transaction and Techstreet Transaction. On a constant currency basis, Americas revenues increased by $167,982, or 36.3%, with an organic decline due to lower transactional revenues due to an overall decrease in demand primarily driven by economic conditions resulting from the COVID-19 pandemic, partially offset by improved subscription revenues. On a constant currency basis, Europe/Middle East/Africa revenues increased by $84,955, or 30.5%, primarily due to acquisitive growth and improved subscription revenues partially offset by a decline in transactional revenues. On a constant currency basis, Asia Pacific revenues increased $45,902, or 19.7%, primarily due to acquisitive growth and improved subscription revenues partially offset by a decline in transactional revenues driven by economic conditions resulting from the COVID-19 pandemic. Revenue by Segment The following tables, and the discussions that follow, present our revenues by segment for the periods indicated. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2021 2020 Science Segment $ 902,712 $ 743,641 $ 159,071 21.4 % 14.1 % — % 2.0 % 5.4 % IP Segment 978,133 533,507 444,626 83.3 % 89.0 % (9.2) % 0.4 % 3.3 % Deferred revenues adjustment (1) (3,951) (23,101) 19,150 82.9 % (19.0) % — % (0.2) % 102.1 % Revenues, net $ 1,876,894 $ 1,254,047 $ 622,847 49.7 % 45.8 % (3.9) % 1.3 % 6.4 % Deferred revenues adjustment (1) 3,951 23,101 (19,150) (82.9) % 19.0 % — % 0.2 % (102.1) % Adjusted revenues, net $ 1,880,845 $ 1,277,148 $ 603,697 47.3 % 45.3 % (3.9) % 1.3 % 4.5 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. Science Segment : Revenues of $902,712 in 2021 increased by $159,071, or 21.4%, from $743,641 in 2020. On a constant currency basis, revenues increased by $144,441, or 19.4%, primarily due to acquisitive growth and organic subscription and transactional revenue growth. Acquisitive growth was generated from the DRG Transaction, including two months of acquisitions revenue in 2021 compared to ten months in 2020, the ProQuest Transaction and the Bioinfogate Transaction. Organic revenues increased due to growth resulting from custom data sales and stronger back file sales and strength in our professional services business lines. Intellectual Property Segment: Revenues of $978,133 in 2021 increased by $444,626, or 83.3%, from $533,507 in 2020. On a constant currency basis, revenues decreased by $442,669, or 83.0%. Acquisitive growth was generated from the CPA Global Transaction, including nine months of acquisitions revenue in 2021 compared to three months in 2020, the IncoPat 48 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Transaction and the Hanlim Transaction. Disposal revenue reduction was derived from the Techstreet Transaction. Organic revenues, on a constant currency basis, increased primarily due to growth in re-occurring revenues from patent renewal volumes and yield and transactional revenues on improved trademark search transactional volumes and strength in our professional services business lines. Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Year Ended December 31, Total Variance (Dollars) Total Variance (Percentage) Acquisitions Disposals FX Impact Organic (in thousands, except percentages) 2020 2019 Science Segment $ 743,641 $ 547,542 $ 196,099 35.8 % 34.0 % — % 0.3 % 1.5 % IP Segment 533,507 427,241 106,266 24.9 % 39.0 % (15.2) % 0.4 % 0.6 % Deferred revenues adjustment (1) (23,101) (438) (22,663) (5,174.2) % N/M — % — % 69.2 % Revenues, net $ 1,254,047 $ 974,345 $ 279,702 28.7 % 33.9 % (6.7) % 0.4 % 1.1 % Deferred revenues adjustment (1) 23,101 438 22,663 — % N/M — % — % (69.2) % Adjusted revenues, net $ 1,277,148 $ 974,783 $ 302,365 31.0 % 36.2 % 6.7 % (0.4) % 1.2 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting Science Segment : Revenues of $743,641 in 2020 increased by $196,099, or 35.8%, from $547,542 in 2019. On a constant currency basis, revenues increased by $194,385, or 35.6%, primarily due to acquisitive growth and organic subscription revenue growth. Acquisitive growth was generated from the DRG Transaction. Organic revenues increased due to price increases and new business in subscription revenues, partially offset by lower transactional revenues due to a decline in demand primarily driven by economic conditions resulting from the COVID-19 pandemic. Intellectual Property Segment: Revenues of $533,507 in 2020, increased by $106,266, or 24.9%, from $427,241 in 2019. On a constant currency basis, revenues increased by $104,454, or 24.4%. Acquisitive growth was generated from the Darts-IP Transaction and CPA Global Transaction. Disposal reductions were derived from the MarkMonitor Transaction and Techstreet Transaction. Organic revenues remained consistent due to an increase in subscription revenue driven by content upgrades, offset by lower transactional revenues due to a decline in demand primarily driven by economic conditions resulting from the COVID-19 pandemic. Cost of Revenues Cost of revenues of $626,104 in 2021, increased by $187,317, or 42.7%, from $438,787 in 2020. On a constant currency basis, cost of revenues increased by $182,902, or 41.7%, for the year ended December 31, 2021. The increase for the year ended December 31, 2021 was primarily due to an increase from acquisitions primarily driven by nine additional months of CPA Global expenses, which was acquired in October 2020, two additional months of DRG expenses, which was acquired in February 2020, and one month of ProQuest expenses, which was acquired in December 2021 The increase was also attributed to increased share-based compensation expenses, inclusive of expenses related to phantom equity awards under the CPA Global Equity Plan, as well as increased product expenses, which are attributed to the increase in revenues. The increase in cost of revenues was partially offset by a reduction in cost of revenues for the Techstreet divestiture in Q4 2020 and reduced people costs primarily driven by the Company's cost-saving and margin improvement programs. Cost of revenues as a percentage of revenues, net decreased by 1.6% to 33.4% for the year ended December 31, 2021 compared to 35.0% for the year ended December 31, 2020 primarily driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program, CPA Global Acquisition Integration and Optimization Program. Cost of revenues of $438,787 in 2020, increased by $86,787, or 24.7%, from $352,000 in 2019. On a constant currency basis, cost of revenues increased by $85,383, or 24.3%, primarily due to additional costs related to CPA Global and DRG, which were acquired in October and February 2020, offset by a decrease in costs associated with the transition service agreement, employee related costs and outside services including consulting fees, as well as the Techstreet and MarkMonitor transactions in November and January 2020, respectively. Selling, General and Administrative 49 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Selling, general and administrative expense of $642,989 in 2021, increased by $98,289, or 18.0%, from $544,700 in 2020. On a constant currency basis, selling, general and administrative expense increased by $93,400, or 17.1%, for the year ended December 31, 2021. The increase for the year ended December 31, 2021 was primarily due to an increase from acquisitions primarily driven by nine additional months of CPA Global expenses, which was acquired in October 2020, two additional months of DRG expenses, which was acquired in February 2020, and one month of ProQuest expenses, which was acquired in December 2021. The increase was also attributed to an increase in share-based compensation expenses, inclusive of expenses related to phantom equity awards under the CPA Global Equity Plan. The increase was partially offset by the Techstreet divestiture in Q4 2020, a gain associated with the mark to market adjustment on contingent shares and reduced transaction costs, which were driven by expenses related to the DRG Transaction and CPA Global Transaction in 2020 that did not re-occur in 2021, partially offset by increased costs in 2021 related to the ProQuest transaction. Selling, general and administrative costs as a percentage of revenues, net decreased by 9.1% to 34.3% for the year ended December 31, 2021 compared to 43.4% for the year ended December 31, 2020 primarily driven by the reductions highlighted above, as well as cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program, CPA Global Acquisition Integration and Optimization Program, as well as the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company. The program is expected to result in a reduction in operational costs, with the primary driver of the cost saving being from a reduction in workforce. Selling, general and administrative expense of $544,700 in 2020, increased by $69,686, or 14.7%, from $475,014 in 2019. On a constant currency basis, selling, general and administrative expense increased by $67,837, or 14.3% primarily due to additional costs related to CPA Global and DRG, which were acquired in October and February 2020, increased transaction expenses associated with the DRG acquisition, the CPA Global acquisition, the MarkMonitor divestiture, the Techstreet divestiture and other finance merger and acquisition related activities during 2020, offset by costs incurred in association with our merger with Churchill Capital Corp in 2019, and a decrease in costs associated with transition service agreement, employee related costs, outside services including consulting fees and marketing costs. Depreciation Depreciation expense of $13,996 in 2021, increased by $1,287, or 10.1%, from $12,709 in 2020. The increase for the year ended December 31, 2021 was driven by the additional depreciation on assets acquired through the DRG Transaction, CPA Global Transaction and ProQuest Transaction. This increase was offset by run-off of previously purchased capital assets. Depreciation expense of $12,709 in 2020, increased by $3,528, or 38.4%, from $9,181 in 2019, driven by the additional depreciation on assets acquired through the Darts Transaction, DRG Transaction, and CPA Global Transaction. This increase was offset by run-off of previously purchased capital assets. Amortization Amortization expense of $523,819 in 2021, increased by $233,378, or 80.4%, from $290,441 in 2020. The increase for the year ended December 31, 2021 was driven by an increase in the amortization of intangible assets acquired through the DRG Transaction, CPA Global Transaction, ProQuest Transaction, IncoPat Transaction, BioInfogate Transaction and Hanlim Transaction. This increase was offset by a decrease in amortization related to the Techstreet divestiture in Q4 2020. Amortization expense of $290,441 in 2020, increased by $99,080, or 51.8%, from $191,361 in 2019, driven by an increase in the amortization of intangible assets acquired through the Darts-ip Transaction, DRG Transaction, and CPA Global Transaction. This increase was offset by a decrease in amortization related to intangible assets acquired in connection with our separation from Thomson Reuters in 2016 that are now fully amortized and reduction of amortization from the Techstreet Transaction and MarkMonitor Transaction. Impairment on Assets Held for Sale The year ended December 31, 2019 includes an impairment on assets held for sale of $18,431. On November 3, 2019, the Company entered into an agreement with OpSec Security for the sale of certain assets and liabilities of its MarkMonitor Product Line within its IP Group. At December 31, 2019, an impairment charge of $18,431 was recognized in the Statement of Operations during the fourth quarter to reduce the Assets Held for Sale to their fair value. There were no impairment on assets held for sale during the years ended December 31, 2021 and 2020. Restructuring and Impairment 50 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Restructuring and impairment charges of $129,459 in 2021, increased by $73,321, or 130.6%, from $56,138 in 2020. The increase for the year ended December 31, 2021 was primarily driven by cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the CPA Global Acquisition Integration and Optimization Program implemented in Q4 2020, as well as the One Clarivate restructuring plan, which streamlines operations within targeted areas of the Company implemented in Q2 2021. The increase was partially offset by the wind down of costs associated with the Operation Simplification and Optimization Program and the DRG Acquisition Integration Program. Restructuring and impairment charges of $56,138 in 2020, increased by $40,468, from $15,670 in 2019. The increase is related to initiatives, following our merger with Churchill Capital Corp in 2019 and, acquisitions of DRG in February 2020 and CPA Global in October 2020, to streamline our operations by simplifying our organization and focusing on two segments. Legal Settlement The year ended December 31, 2019 includes a gain for a confidential legal settlement of $39,399. There were no legal settlements during the years ended December 31, 2021 and 2020. Other Operating Income (Expense), Net Other operating expense of $27,507 in 2021, decreased by $79,888, or 152.5%, from other operating income of $52,381 in 2020. The fluctuations were primarily driven by the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency. Other operating income (expense), net of $52,381 in 2020, increased by $47,555 from $4,826 in 2019. The increase is primarily driven by the gain on the sale of certain assets and liabilities of the Techstreet business, along with the consolidated impact of the remeasurement of the assets and liabilities of our Company that are denominated in currencies other than each relevant entity’s functional currency. Mark to Market Adjustment on Financial Instruments The mark to market adjustment on financial instruments resulted in a gain of $81,320 in 2021, a change of $286,382, or 139.7%, compared to a loss of $205,062 in 2020. The fluctuations were primarily driven by the Black-Scholes option valuation model and change in the Company's share price for the year ended December 31, 2021 compared to the year ended December 31, 2020. The mark to market adjustment on financial instruments resulted in a loss of $205,062 in 2020, a change of $157,406, or 330.3%, compared to a loss of $47,656 in 2019. The fluctuations were primarily driven by the Black-Scholes option valuation model and change in the Company's share price for the year ended December 31, 2020 compared to the year ended December 31, 2019. Interest Expense and amortization of debt discount, Net Interest expense and amortization of debt discount, net of $252,490 in 2021, increased by $140,576, from $111,914 in 2020. The increase was primarily attributed to the private placement offerings and subsequent exchange offers of our New Senior Secured Notes due 2028 and Senior Notes due 2029, the $1,600,000 incremental term loan borrowing in connection with the CPA Global Transaction in October 2020 and the additional $360,000 incremental term loan borrowing in connection with the DRG Transaction in February 2020. The increase was also attributable to the $50,000 bridge commitment and structuring fees that were paid in connection with the closing of the ProQuest Transaction on December 1, 2021. Interest expense and amortization of debt discount, net of $111,914 in 2020, decreased by $45,775, or 29.0%, from $157,689 in 2019. The change was due to lower interest payments resulting from lower interest rates on the Company's borrowings as the result of the refinancing transaction in October 2019. In addition, the decrease is attributed to the write down of deferred financing charges and original issuance discount on our prior term loan facility in proportion to the principal paydown in 2019 that did not reoccur in 2020, which was partially offset by the additional $1,960,000 incremental term loan borrowings in connection with the CPA Global and DRG acquisitions. Provision (benefit) for Income Taxes 51 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Provision for income taxes of $12,298 on a pre-tax book loss of $258,150 in 2021, increased by $14,996 from a benefit of $2,698 on a pre-tax book loss of $353,323 in 2020. The effective tax rate being (4.8)% in 2021, compared to 0.8% in 2020. The overall increase in tax expense is due to the recording valuation allowances against losses in certain jurisdictions where it has been deemed the losses are not recognizable. The current year effective tax rate may not be indicative of our effective tax rates for future periods. Benefit (provision) for income taxes of $2,698 on a pre-tax book loss of $(353,323) in 2020, increased by $12,899 from a provision of $10,201 on a pre-tax book loss of $(248,432) in 2019. The effective tax rate being 0.8% in 2020 compared to (4.1)% in 2019. The overall decrease in tax expense is due to the increased benefit of share-based compensation, offset by recording valuation allowances against losses in certain jurisdictions where it has been deemed the losses are not recognizable and an increase in the Base Erosion Anti-Abuse Tax ("BEAT"). The current year effective tax rate may not be indicative of our effective tax rates for future periods. Dividends on Preferred Shares Dividends on preferred shares of $41,508 for the year ended December 31, 2021 increased 100% compared to the year ended December 31, 2020. In July 2021, The Company's Board of Directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in ordinary shares on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. As permitted by the Statement of Rights governing its 5.25% Series A Mandatory Convertible Preferred Shares, such dividend was paid by delivery of ordinary shares (other than $1 paid in cash in lieu of any fractional ordinary share). The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. In October 2021, the Company's Board of Directors declared a quarterly dividend of approximately $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on December 1, 2021 to shareholders of record at the close of business on November 15, 2021. In February 2022, the Company's Board of Directors declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on March 1, 2022 to shareholders of record at the close of business on February 15, 2022. As of December 31, 2021, we recognized an additional $6,499 of accrued preferred share dividends. 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. 52 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Certain Non-GAAP Measures We include non-GAAP measures in this annual report, including Adjusted Revenues, 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, we recommend users of the financial statements to note these measures are not a substitute for GAAP financial measures or disclosures. We provide reconciliations of these non-GAAP measures to the corresponding most closely related GAAP measure. Adjusted Revenues We present Adjusted Revenues, which excludes the impact of the deferred revenues purchase accounting adjustments relating to acquisitions prior to 2021 (see Note 3 - Summary of Significant Accounting Policies for further detail) as a result of businesses that we have acquired. We present this measure because we believe it is useful to readers to better understand the underlying trends in our operations. Due to the adoption of ASU 2021-08, this performance indicator will not be used going forward. Our presentation of Adjusted Revenues is for informational purposes only and is not necessarily indicative of our future results. The following table presents our calculation of Adjusted Revenues for the years ended December 31, 2021, 2020 and 2019, and a reconciliation of this measure to our Revenues, net for the same periods: Year Ended December 31, Change 2021 vs. 2020 Change 2020 vs. 2019 (in thousands, except percentages) 2021 2020 2019 % % Revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 49.7 % 28.7 % Deferred revenues adjustment (1) 3,951 23,101 438 (82.9) % 5174.2 % Adjusted revenues, net $ 1,880,845 $ 1,277,148 $ 974,783 47.3 % 31.0 % (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA is presented because it is a basis upon which our management assesses our performance, and we believe it is useful for investors to understand the underlying trends of our operations. See Certain Non-GAAP Measures - Adjusted EBITDA and Adjusted EBITDA margin for important information on the limitations of Adjusted EBITDA and its reconciliation to our Net loss under GAAP. Adjusted EBITDA represents net loss before provision for income taxes, depreciation and amortization, interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), share-based compensation, mandatory convertible preferred share dividend expense, unrealized foreign currency gains/(losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments 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. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted Revenues. 53 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) 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 years ended December 31, 2021, 2020 and 2019, and reconciles these measures to our Net loss for the same periods: Year Ended December 31, (in thousands, except percentages) 2021 2020 2019 Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Dividends on preferred shares 41,508 — — Net loss (270,448) (350,625) (258,633) Provision (benefit) for income taxes 12,298 (2,698) 10,201 Depreciation and amortization 537,815 303,150 200,542 Interest expense and amortization of debt discount, net 252,490 111,914 157,689 Deferred revenues adjustment (1) 3,951 23,101 438 Transaction related costs (2) 46,216 99,286 46,214 Share-based compensation expense 139,571 70,472 51,383 Gain on sale of Techstreet — (28,140) — Restructuring and impairment (3) 129,459 56,138 15,670 Legal settlement — — (39,399) Impairment on assets held for sale — — 18,431 Mark to market adjustment on financial instruments (4) (81,320) 205,062 47,656 Other (5) 30,372 (1,060) 43,874 Adjusted EBITDA $ 800,404 $ 486,600 $ 294,066 Adjusted EBITDA margin 42.6% 38.1% 30.2% (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. (2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. This also includes the mark to market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (3) Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments. During 2021, the CPA Global plan continued as well as the addition of the One Clarivate and ProQuest Programs, which were approved restructuring actions to streamline operations within targeted areas of the Company. Additionally, during the year ended December 31, 2021, 2020 and 2019, we incurred impairment charges taken on right-of-use assets of $57,305, $4,771 and $0 respectively, relating to the exit and ceased use of leased properties. (4) Reflects mark to market adjustments on financial instruments 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. (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. The 2021 detail also includes an accrual of $8,000 for a legal case. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement. For both 2020 and 2019, this also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the 54 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of 2020. 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 evaluate our competitors and to measure the ability of companies to service their 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. 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. We require and will continue to need significant cash resources to, among other things, meet our debt service requirements under our credit facilities, the new unsecured notes due 2029, the new secured notes due 2028, the secured notes due 2026, and any future indebtedness, fund our working capital requirements, make capital expenditures (including related to product development), and expand our business through acquisitions. Based on our forecasts, we believe that cash flow from operations, available cash on hand and available borrowing capacity under our revolving credit facility will be adequate to service debt, meet liquidity needs and fund necessary capital expenditures for at least the next 12 months. Our future capital requirements will depend on many factors, including the number of future acquisitions and the timing and extent of spending to support product development efforts. We could be required, or could elect, to seek additional funding through public or private equity or debt financings; however, additional funds may not be available on terms acceptable to us. The below table summarizes our total liquidity for the periods presented: Total Liquidity Year Ended December 31, (in thousands) 2021 2020 Cash and cash equivalents $ 430,879 $ 257,730 Additional availability under revolving credit facility 168,920 244,738 599,799 502,468 Unrestricted cash and cash equivalents was $430,879, $257,730 and $76,130 as of December 31, 2021, December 31, 2020 and December 31, 2019, respectively. Restricted cash increased from $14,678 as of December 31, 2020 to $156,734 as of December 31, 2021 due to the cash received from the sale of treasury shares from the Employee Benefit Trust established for the CPA Equity Plan in December 2021 and the holdback consideration as part of the Patient Connect acquisition, partially offset by the consideration related to the IncoPat transaction held in escrow that was paid in the fourth quarter of 2021. The cash received from the Employee Benefit Trust established for the CPA Equity Plan in December 2021 was 55 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) subsequently paid to the respective employees via payroll in the first quarter of 2022. As of December 31, 2021, we had approximately $5,567,211 of debt, consisting primarily of $2,818,800 in borrowings under our term loan facility, $921,399 in outstanding principal of our new senior notes due 2029, $921,177 in outstanding principal of our new senior secured notes due 2028, $700,000 in outstanding principal of senior secured notes due 2026, $175,000 of borrowings under our revolving credit facility, and $30,835 related to a financing lease. Refer to Note 14 - Debt in Item 8, Financial Statements and Supplementary Data, for a summary of amounts due under all of the outstanding borrowings as of December 31, 2021. As of December 31, 2021 and December 31, 2020, we had $175,000 and $0 outstanding on the revolving credit facility, respectively. Additional availability under the revolving credit facility as of December 31, 2021 and December 30, 2020 was $168,920 and $244,738, respectively, which is net of a letter of credit utilization of $6,080 and $5,262. Refer to Note 14 - Debt in Item 8, Financial Statements and Supplementary Data, for additional information. On June 24, 2021, we issued $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 and $1,000,000 in aggregate principal amount of Senior Notes due June 30, 2029 bearing interest at a rate of 3.875% and 4.875% per annum, respectively. In August 2021, we exchanged all of the outstanding, validly tendered and not withdrawn Old Secured Notes for the newly-issued 3.875% Senior Secured Notes due 2028, and exchanged all of the outstanding, validly tendered and not withdrawn Old Unsecured Notes for the Issuer’s newly-issued 4.875% Senior Notes due 2029. The exchange was treated as a debt modification in accordance with ASC 470. See Note 14 - Debt for further details. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. On October 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the repayment of CPA Global's outstanding debt. On February 28, 2020, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses. As a result of additional term loans associated with the ProQuest, CPA Global and DRG acquisitions, we had $2,818,800 outstanding on our term loan facility at December 31, 2021. See Debt Profile below. In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250,000 of its outstanding ordinary shares, subject to market conditions. During the year ended December 31, 2021, the Company purchased 6,575,500 shares for a total of $159,356. As of December 31, 2021, the Company had approximately $90,644 of availability remaining under this program. In February 2022, the Company's Board of Directors approved the purchase of up to $1,000,000 of the Company's ordinary shares through open-market purchases, to be executed through December 31, 2023. The repurchase program replaces the repurchase program previously announced in August 2021. Our capital expenditures in 2021, 2020 and 2019 consisted primarily of capitalized labor, consulting and other costs associated with product development. We estimate capital expenditures in 2022 associated with product development to be approximately $195,000. As of December 31, 2021, we had purchase obligations of approximately $199,944 primarily for cloud computing services and software licenses, pursuant to agreements to purchase goods and services that are enforceable, legally binding, and specify significant terms, including fixed or minimum quantities to be purchased, fixed minimum or variable pricing provisions, and the approximate timing of the transactions. Any amounts for which we are liable are reflected in our Consolidated Balance Sheets as Accounts payable or Accrued expenses and other current liabilities and $103,602 of this amount is expected to be paid within the next 12 months. For additional information related to contractual obligations, such as debt, leases, and commitments and contingencies, Refer to Note 7 - Leases, Note 14 - Debt and Note 23 - Commitments and Contingencies in Item 8, Financial Statements and Supplementary Data. Cash Flows 56 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) The following table discloses our consolidated cash flows provided by (used in) operating, investing and financing activities for the periods presented: Year Ended December 31, (in thousands) 2021 2020 2019 Net cash provided by operating activities $ 323,767 $ 263,500 $ 117,580 Net cash used in investing activities (4,044,460) (2,988,768) (140,885) Net cash provided by financing activities 4,032,160 2,926,580 75,215 Effect of exchange rates 3,738 (5,043) (971) Increase in cash and cash equivalents 315,205 196,269 50,939 Net increase in cash and cash equivalents 173,149 181,600 50,555 Net increase in restricted cash 142,056 14,669 — Net increase in cash held for sale — — 384 Increase in cash and cash equivalents 315,205 196,269 50,939 Cash and cash equivalents, and restricted cash beginning of the year 272,408 76,139 25,584 Less: Cash included in assets held for sale, end of period — — (384) Cash and cash equivalents, and restricted cash end of the year $ 587,613 $ 272,408 $ 76,139 Cash Flows Provided by Operating Activities Net cash provided by operating activities consists of net loss adjusted for non-cash items, such as: depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, mark to market adjustments on financial instruments, mark to market adjustment on contingent and phantom shares, deferred finance charges and for changes in net working capital assets and liabilities. Net cash provided by operating activities was $323,767 and $263,500 for the years ended December 31, 2021 and 2020, respectively. The increase of $60,267 in net cash provided by operating activities was primarily due to higher results from operations in 2021, which was attributed to increased revenues and a reduction in costs as a percentage of revenues driven by the cost-saving and margin improvement programs designed to generate substantial incremental cash flow including the Operation Simplification and Optimization Program, the DRG Acquisition Integration Program, CPA Global Acquisition Integration and Optimization Program. Net cash provided by operating activities was $263,500 and $117,580 for the years ended December 31, 2020 and 2019, respectively. The increase of $145,920 in net cash provided by operating activities was primarily due to higher results from operations in 2020, improved cash collections on accounts receivable, and increased working capital from acquired businesses. Net Working Capital (in thousands, except ratio) December 31, 2021 December 31, 2020 December 31, 2019 Current assets $ 1,637,238 $ 1,147,564 $ 493,076 Current liabilities 1,901,974 1,423,093 650,998 Net Working Capital $ (264,736) $ (275,529) $ (157,922) Cash Flows Used in Investing Activities Cash used in investing activities are primarily for acquisitions and capital expenditures, while cash inflows are primarily proceeds from divestitures. 57 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Net cash used in investing activities was $4,044,460 and $2,988,768 for the years ended December 31, 2021 and 2020, respectively. The $1,055,692 increase in cash used in investing activities was primarily due to cash paid for acquisitions, net of cash acquired for ProQuest in December 2021, Patient Connect in December 2021, Bioinfogate in August 2021 and the consideration related to the IncoPat transaction held in escrow that was paid in the fourth quarter of 2021, partially offset by the acquisitions of DRG in February 2020, CPA Global in October 2020, IncoPat in October 2020 and Hanlim in November 2020, as well as the acquisition of intangible assets due to key business intangible assets acquired from CustomersFirst Now in June 2020. The increase in cash used in investing activities was also attributed to an increase in capital expenditures primarily associated with product development from acquired businesses, as well as cash flows provided by the divestiture related to the sale of Techstreet in 2020 and MarkMonitor AntiFraud, Antipiracy, and Brand Protection Products in January 2020. Net cash used in investing activities was $2,988,768 and $140,885 for the years ended December 31, 2020 and 2019. The $2,851,283 increase in cash used in investing activities was primarily due to an increase in cash paid related to acquisitions, net of cash acquired due to the acquisitions of DRG in February 2020, CPA Global in October 2020, IncoPat in October 2020 and Hanlim in November 2020, as well as the acquisition of intangible assets due to key business intangible assets acquired from CustomersFirst Now in June 2020, partially offset by the acquisitions of Darts-ip in 2019 and the acquisition of intangible assets due to key business intangible assets acquired from SequenceBase in 2019. The increase was also attributed to an increase in capital expenditures primarily associated with product development from acquired businesses. The increase in cash used in investing activities was partially offset by cash flows provided by the divestiture related to the sale of Techstreet in November 2020 and MarkMonitor AntiFraud, Antipiracy, and Brand Protection Products in January 2020. Our capital expenditures in 2021, 2020 and 2019 consisted primarily of capitalized labor, consulting and other costs associated with product development. Cash Flows Provided by Financing Activities Net cash provided by financing activities was $4,032,160 and $2,926,580 for the years ended December 31, 2021 and 2020, respectively. The 1,105,580 increase in cash provided by financing activities was primarily due to the: (i) increase in proceeds of $1,392,616 from the issuance of our 5.25% Series A MCPS in June 2021; (ii) increase in borrowings under the revolving credit facility; (iii) decrease in repayment of borrowings under the revolving credit facility; (iv) increase in restricted cash proceeds from the sale of treasury shares from the Employee Benefit Trust established for the CPA Equity Plan (v) increase in proceeds from the issuance of debt due to the private placement offering and subsequent exchange offers of $1,000,000 in aggregate principal amount of Old Senior Secured Notes due 2028 and $1,000,000 in aggregate principal amount of Old Senior Notes due 2029 in June 2021 compared to the $1,960,000 of borrowings under our term loan facility in February 2020 and October 2020; (vi) increase in proceeds from the issuance of stock options; (vii) decrease in payments related to tax withholdings for share-based compensation; (viii) decrease in contingent purchase price payments related to the TradeMark Vision contingent earn out in the first quarter of 2020; and (ix) decrease in payment of debt issuance costs compared to the prior period. The increase in cash provided by financing activities was offset by the: (i) decrease in proceeds from the exercise of the Company's outstanding public warrants in the first quarter of 2020; (ii) repayment due to the redemption on the remaining outstanding $78,823 of Old Secured Notes and $78,601 of Old Unsecured Notes in August 2021; (iii) use of proceeds to repurchase 6,575,500 of the Company's ordinary shares for a total of $159,356 in 2021; (iv) decrease in proceeds from the issuance of ordinary shares driven by the Company's public offerings of 27,600,000 ordinary shares at $20.25 per share in February 2020 and 50,400,000 of our ordinary shares at a share price of $22.50 per share, of which 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders in June 2020 compared to the public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders in June 2021; (v) increase in principal payments on the term loan; and (vi) cash payment of dividends associated with our MCPS in 2021. Net cash provided by financing activities was $2,926,580 and $75,215 for the year ended December 31, 2020 and 2019, respectively. The $2,851,365 increase in cash provided by financing activities was driven by: (i) the extinguishment debt related to October 2019 refinancing of our prior credit facilities and notes; (ii) reduced principal payments on term loans primarily driven by the repayment on our prior term loan facility upon consummation of the transaction with Churchill in 2019; (iii) payment related to the tax receivable agreement in 2019; (iv) increase in proceeds from the issuance of ordinary shares driven by the Company's public offerings of 27,600,000 ordinary shares at $20.25 per share in February 2020 and 50,400,000 of our ordinary shares at a share price of $22.50 per share, of which 14,000,000 were ordinary shares offered by 58 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Clarivate and 36,400,000 were ordinary shares offered by selling shareholders in June 2020; (v) increase in proceeds from the exercise of the Company's outstanding public warrants in the first quarter of 2020; (vi) $1,960,000 of borrowings under our term loan facility in February 2020 and October 2020, partially offset by proceeds related to the refinancing of debt in 2019; (vii) decrease in the payment of debt issuance costs compared to the prior period; (vii) increase in proceeds from the issuance of stock options; and (vii) a reduction in the payment of debt issuance costs compared to the prior period. The increase in cash provided by financing activities was offset by: (i) proceeds from our merger with Churchill Capital Corp in 2019; (ii) increased repayments repayment of borrowings under the revolving credit facility; (iii) increase in payments related to tax withholdings for share-based compensation; (iv) decrease in borrowings under the revolving credit facility; and (v) increase in contingent purchase price payments primarily related to the TradeMark Vision contingent earn out in the first quarter of 2020. In February 2020, we completed an underwritten public offering of 27,600,000 of our ordinary shares, generating net proceeds of $540,736, which we used to fund a portion of the cash consideration for the DRG acquisition. In addition, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings, together with cash on hand, to fund the remainder of the cash consideration for the DRG acquisition and to pay related fees and expenses. In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares at a share price of $22.50. Of the 50,400,000 ordinary shares, 14,000,000 were primary ordinary shares offered by Clarivate and 36,400,000 were secondary ordinary shares offered by selling shareholders including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Executive Officers and other shareholders. The Company did not receive any proceeds from the sale of secondary ordinary shares by the selling shareholders. The Company received approximately $304,030 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds, in conjunction with the new $1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, to fund the repayment of CPA Global parent company's $2,052,926 of outstanding debt. In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $26.00, of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. The Company received approximately $728,080 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,000 of our 5.25% Series A MCPS (which included 1,875,000 of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares). The Company received approximately $1,392,671 in net proceeds from the sale of our MCPS offered by the Company, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. Dividends on the MCPS are payable on a cumulative basis when declared by Clarivate’s Board of Directors, or an authorized committee of Clarivate’s Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. Clarivate may pay declared dividends in cash or, subject to certain limitations, in Clarivate 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 June 1, 2024. 59 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) In July 2021, the Company's Board of Directors declared a quarterly dividend of approximately $1.12 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable on September 1, 2021 to shareholders of record at the close of business on August 15, 2021. As permitted by the Statement of Rights governing its 5.25% Series A Mandatory Convertible Preferred Shares, such dividend was paid by delivery of ordinary shares (other than $1 paid in cash in lieu of any fractional ordinary share). The number of ordinary shares deliverable in respect of such dividend was 664,730, which was determined based on the average volume-weighted average price per ordinary shares over the five consecutive trading day period ending on, and including, the trading day prior to September 1, 2021, which had a value of $16,141. In October 2021, the Company's Board of Directors declared a quarterly dividend of approximately $1.3125 per share on its 5.25% Series A MCPS, paid in cash on December 1, 2021 to shareholders of record at the close of business on November 15, 2021. As of December 31, 2021, we recognized $6,499 of accrued preferred share dividends within accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they will not be paid until declared by the Company’s Board of Directors. If 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. In February 2022, the Company's Board of Directors declared a quarterly dividend of $1.3125 per share on its 5.25% Series A Mandatory Convertible Preferred Shares, payable in cash on March 1, 2022 to shareholders of record at the close of business on February 15, 2022. During the period January 1, 2020 through February 21, 2020, 24,132,666 of the Company’s outstanding warrants were exercised for one ordinary share per whole warrant at a price of $11.50 per share. On February 20, 2020, we announced the redemption of all of our outstanding public warrants to purchase our ordinary shares that were issued as part of the units sold in the Churchill Capital Corp initial public offering that remained outstanding at 5:00 p.m. New York City time on March 23, 2020, for a redemption price of $0.01 per public warrant. In addition, our Board of Directors elected that, upon delivery of the notice of the redemption on February 20, 2020, all public warrants were to be exercised only on a “cashless basis.” Accordingly, by virtue of the cashless exercise of public warrants, exercising public warrant holders received 0.4626 of an ordinary share for each public warrant, and 4,747,432 ordinary shares were issued for public warrants exercised on a cashless basis and 4,649 public warrants were redeemed for $0.01 per public warrant. As of December 31, 2021, no public warrants were outstanding. Free Cash Flow (non-GAAP measure) The following table reconciles free cash flow measure, which is a non-GAAP measure, to net cash provided by operating activities: Year Ended December 31, 2021 2020 2019 Net cash provided by operating activities $ 323,767 $ 263,500 $ 117,580 Capital expenditures (118,543) (107,713) (69,836) Free cash flow $ 205,224 $ 155,787 $ 47,744 Free cash flow was $205,224 for the year ended December 31, 2021, compared to $155,787 for the year ended December 31, 2020 and $47,744 for the year ended December 31, 2019. The increase in free cash flow was primarily due to higher net cash provided by operating activities due to an increase in the source of cash for improved results from operations, partially offset by an increase in capital expenditures primarily driven by product development from acquired businesses. Required Reported Data - Standalone Adjusted EBITDA (non-GAAP measure) We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019, the indentures governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, and the indentures governing the New Notes issued by the Issuer in August 2021, respectively. In addition, the credit facilities and the indentures contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs. Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indentures and because this metric is relevant to lenders and noteholders, management considers Standalone 60 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Adjusted EBITDA to be relevant to the operation of its business. It is also utilized by management and the compensation committee of the Board as an input for determining incentive payments to employees. Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs. We make an adjustment for the difference because we have had to incur costs under the transition services agreement with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs. Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure. Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter. Cost savings reflect the annualized “run rate” expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period. These costs wound down at the end of December 31, 2020. Standalone Adjusted EBITDA is calculated under the credit facilities and the indentures by using our consolidated net income (loss) for the trailing 12-month period (defined in the credit facilities and the indenture as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments of the type that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earn-out obligations incurred in connection with an acquisition or investment. 61 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) The following table reconciles Standalone Adjusted EBITDA to our Net loss for the periods presented: Year Ended December 31, 2021 2020 2019 (in thousands) Net loss attributable to ordinary shares $ (311,956) $ (350,625) $ (258,633) Dividends on preferred shares 41,508 — — Net loss (270,448) (350,625) (258,633) Provision (benefit) for income taxes 12,298 (2,698) 10,201 Depreciation and amortization 537,815 303,150 200,542 Interest, net 252,490 111,914 157,689 Deferred revenues adjustment (1) 3,951 23,101 438 Transaction related costs (2) 46,216 99,286 46,214 Share-based compensation expense 139,571 70,472 51,383 Gain on sale of Techstreet — (28,140) — Restructuring and impairment (3) 129,459 56,138 15,670 Legal Settlement — — (39,399) Impairment on assets held for sale — — 18,431 Mark to market adjustment on financial instruments (4) (81,320) 205,062 47,656 Other (5) 30,372 (1,060) 43,874 Adjusted EBITDA 800,404 486,600 294,066 Realized foreign exchange gain 7,244 (2,431) (3,500) ProQuest Adjusted EBITDA impact (6) 255,525 — — DRG Adjusted EBITDA impact (6) — (2,668) — CPA Adjusted EBITDA impact (6) — 193,930 — Bioinfogate Adjusted EBITDA impact (6) 305 — — IncoPat Adjusted EBITDA impact (6) — (459) — Hanlim Adjusted EBITDA impact (6) — 479 — Patient Connect Adjusted EBITDA impact (6) (1,073) — — Cost savings (7) 130,281 86,659 15,500 Excess standalone costs (8) — — 30,000 Standalone Adjusted EBITDA $ 1,192,686 $ 762,110 $ 336,066 (1) Reflects the deferred revenues adjustment made as a result of purchase accounting prior to the adoption of FASB ASU No. 2021-08, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" . In the fourth quarter of 2021, Clarivate adopted ASU No. 2021-08 which allows an acquirer to account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. This guidance was applied retrospectively to all business combinations for which the acquisition date occurs during or subsequent to the fiscal year 2021. (2) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. This also includes the mark to market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (3) Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments. During 2021, the CPA Global plan continued as well as the addition of the One Clarivate and ProQuest Programs, which were approved restructuring actions to streamline operations within targeted areas of the Company. Additionally, during the year ended December 31, 2021, 2020 and 2019, we incurred impairment charges taken on right-of-use assets of $57,305, $4,771 and $0 respectively, relating to the exit and ceased use of leased properties. (4) Reflects mark to market adjustments on financial instruments recorded 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. 62 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) (5) Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance. The 2021 detail also includes an accrual of $8,000 for a legal case. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor. In 2019, this includes payments to Thomson Reuters under the Transition Services Agreement. For both 2020 and 2019, this also includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in selling, general and administrative costs in our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016 mainly related to the integration of separate business units into one functional organization and enhancements in our technology. These costs were largely wound down by the end of 2020. (6) Represents the acquisition Adjusted EBITDA for the period beginning January 1 of the year of the acquisition through the respective acquisition date of each acquired business to reflect the company's Standalone EBITDA as though material acquisitions occurred at the beginning of the presented period. (7) Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs), including synergies related to acquisitions. (8) Reflects the difference between our actual standalone company infrastructure costs, and our estimated steady operating costs, which are summarized in the below table. Year Ended December 31, (in thousands) 2021 2020 2019 Actual standalone company infrastructure costs $ — $ — $ 162,000 Steady state standalone cost estimate — — (132,000) Excess standalone costs $ — $ — $ 30,000 The foregoing adjustments (6) , (7) and (8) are estimates and are not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe these estimates are reasonable, actual results may differ from these estimates, and any difference may be material. See Cautionary Statement Regarding Forward-Looking Statements. Debt Profile Senior Secured Notes due 2028 and Senior Notes due 2029 In June 2021, we issued $1,000,000 in aggregate principal amount of Senior Secured Notes due June 30, 2028 and $1,000,000 in aggregate principal amount of Senior Notes due June 30, 2029 bearing interest at a rate of 3.875% and 4.875% per annum, respectively. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The Old Secured Notes and the Old Unsecured Notes were issued by Clarivate Science Holdings Corporation (the "Issuer"), an indirect wholly-owned subsidiary of Clarivate. In August 2021, we (i) exchanged all of the outstanding, validly tendered and not withdrawn 3.875% Senior Secured Notes due 2028 for the newly-issued 3.875% Senior Secured Notes due 2028, and (ii) exchanged all of the outstanding, validly tendered and not withdrawn 4.875% Unsecured Senior Notes due 2029 for the Issuer’s newly-issued 4.875% Senior Notes due 2029. The initial aggregate principal amount of New Notes is equal to the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn for exchange, and that were accepted by the Issuer. The offers to exchange are referred to herein as the “Exchange Offers.” Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth as follows were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled: (i) $921,177 aggregate principal amount of Old Secured Notes; and (ii) $921,399 aggregate principal amount of Old Unsecured Notes. Following such cancellation, (i) $78,823 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer redeemed such remaining outstanding Old Secured Notes and Old Unsecured Notes at 100% of the principal amount thereof plus accrued and unpaid interest from June 24, 2021 to the redemption date in August 2021. In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399 aggregate principal amount of its New Unsecured Notes. The interest is payable semi-annually to holders of record on June 30 and December 30 of each year, commencing on December 30, 2021. The exchange was treated as a debt modification in accordance with Accounting Standards Codification 470, Debt ("ASC 470"). 63 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) Concurrently with the settlement of the Exchange Offers, the Issuer deposited (or caused to be deposited) an amount in cash equal to the aggregate principal amount of the New Notes of each series into segregated escrow accounts until the date that certain escrow release conditions (the “Escrow Release Conditions”) including the consummation of the ProQuest acquisition, were satisfied. On December 1, 2021 the Escrow Release Conditions were satisfied, and the escrow proceeds were released from the escrow accounts and used to fund a portion of the purchase price of the ProQuest acquisition and to pay related fees and expenses. In connection with the closing of the ProQuest acquisition on December 1, 2021, the New 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 New Secured Notes will be secured on a first-lien pari passu basis with borrowings under the existing credit facilities and senior secured notes, and the New Unsecured Notes will be the Issuer’s and such guarantors’ unsecured obligations. As of the date of this annual report, we believe we were in compliance with the indentures' covenants. Secured Notes Due 2026 On October 31, 2019, we closed a private offering of $700,000 in aggregate principal amount of secured notes due 2026 bearing interest at 4.50% per annum. The secured notes due 2026 were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, are secured on a first-lien pari passu basis with borrowings under the credit facilities, and are guaranteed on a joint and several basis by certain of Clarivate’s subsidiaries. We used the net proceeds from the offering of secured notes due 2026, together with proceeds from the credit facilities discussed below to, among other things, redeem in full our secured notes due 2026, refinance all amounts terminating under the tax receivable agreement and under the prior credit facilities, fund in full the $200,000 payment pursuant to the agreement, and pay fees and expenses related to the foregoing. The indenture governing the secured notes due 2026 contains covenants which, among other things, limit the occurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of the date of this annual report, we believe we were in compliance with the indenture covenants. Credit Facilities On October 31, 2019, we entered into a $900,000 term loan facility, which was fully drawn at closing. On February 28, 2020, we incurred an incremental $360,000 of term loans under our term loan facility and used the net proceeds from such borrowings to fund a portion of the cash consideration for the DRG acquisition. On October 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund the repayment of CPA Global's parent company outstanding debt. As of December 31, 2021, we had $2,818,800 outstanding on the term loan facility. The term loan facility matures on October 31, 2026. On October 31, 2019, we entered into $250,000 revolving credit facility. In November 2021, we increased the capacity of the revolving credit facility by $100,000 to $350,000, of which $175,000 remained undrawn as of December 31, 2021. In November 2021, the Company borrowed $175,000 on the existing Revolving Credit Facility and used the net proceeds from such borrowings for general corporate purposes Borrowings under the credit facilities bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of  (i) the rate which Bank of America, N.A. announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00% and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00%) plus an applicable margin, in either case, subject to a Eurocurrency rate floor of 0.00%. Commencing March 31, 2020, the term loan facility will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the original par principal amount thereof, with the remaining balance due at final maturity. 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, 64 Table of Contents CLARIVATE PLC Management’s Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except share and per share data, option prices, ratios or as noted) subject to customary exceptions. The credit facilities contain customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions or incurring certain liens. These credit facilities limitations are subject to customary baskets, including certain limitations on debt incurrence and issuance of preferred stock, subject to compliance with a consolidated coverage ratio of Consolidated EBITDA (as defined in the credit facilities), a measure identical to our Standalone Adjusted EBITDA disclosed above under - Required Reported Data - Standalone Adjusted EBITDA, 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 third quarter of 2019, 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 $20,000 and (ii) any cash collateralized letters of credit) is utilized at such date. As of December 31, 2021, our consolidated coverage ratio was 6.58 to 1.00 and our consolidated leverage ratio was 4.30 to 1.00. As of the date of this Report, we are in compliance with the covenants in the credit facilities. As of the date of this form 10-K, we are in compliance with the covenants in the credit facilities. The credit facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the secured notes due 2026), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events and other customary events of default, in each case subject to threshold, notice and grace period provisions. Commitments and Contingencies Our contingent liabilities consist primarily of letters of credit and performance bonds and other similar obligations in the ordinary course of business. The Company maintained a contingent stock liability based on observable market data relating to the CPA Global acquisition that occurred on October 1, 2020. The amount was settled on January 21, 2021 through the issuance of ordinary shares. The contingent stock liability was $0 and $44,565 as of December 31, 2021 and December 31, 2020, recorded in Accrued expenses and other current liabilities on the Consolidated Balance Sheet. The Company recognized a gain related to the changes in the contingent stock liability of $675 and $1,920 for the years ended December 31, 2021 and 2020, respectively, recorded within Selling, general and administrative costs on the Consolidated Statement of Operations. The Company maintained a contingent stock liability based on observable market data relating to the DRG acquisition that occurred on February 28, 2020. The amount was settled on March 5, 2021 through the issuance of ordinary shares. The contingent stock liability was $0 and $86,029 as of December 31, 2021 and December 31, 2020, recorded in Accrued expenses and other current liabilities on the Consolidated Balance Sheet. The Company recognized (income) expense related to the changes in the contingent stock liability of $(24,410) and $27,132 for the years ended December 31, 2021 and 2020, respectively, recorded within Selling, general and administrative costs on the Consolidated Statement of Operations. Dividends on our 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 23 - Commitments and Contingencies in Item 8, Financial Statements and Supplementary Data, for additional information. The Company is eng aged 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. S ee Note 23 - Commitments and Contingencies in Item 8, Financial Statements and Supplementary Data, for additional information. 65 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market risk is the risk that changes in market prices, such as foreign currency exchange rates and interest rates, will affect our cash flows or the fair value of our holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. 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. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors Affecting the Comparability of Our Results of Operations-Effect of Currency Fluctuations for more information about our foreign currency exchange rate exposure. In accordance with our treasury policy, we seek to naturally hedge our foreign exchange transaction exposure by matching the transaction currencies for our cash inflows and outflows. For example, where commercially feasible, we seek to borrow in the same currencies in which cash flows from operations are generated. The Company periodically enters into foreign currency contracts. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks within the acquired CPA Global business. These contracts generally do not exceed 180 days in duration. The Company accounts for these foreign currency contracts at fair value and recognizes the associated realized and unrealized gains and losses in Other operating income, net in the Consolidated Statements of Operations, as the contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. Revenues denominated in currencies other than U.S. dollars amounted to $640,300, or approximately 34.1%, of our total revenues for the year ended December 31, 2021. A significant majority of this amount was denominated in euros, British pounds and Japanese yen. A 5% increase or decrease in the value of the euro, British pound and Japanese yen relative to the U.S. dollar would have caused our revenues for the year ended December 31, 2021 to increase or decrease by $28,795. Interest Rate Risk Our interest rate risk arises primarily from our borrowings at floating interest rates. Borrowings under our credit facilities are subject to floating base interest rates, plus a margin. As of December 31, 2021, we had $2,818,800 of floating rate debt outstanding under our credit facilities, consisting of borrowings under the revolving and term loan facilities for which the base rate was one-month LIBOR (subject, with respect to the term loan facility only, to a floor of 0.00% for $1,234,800 and 1.00% for $1,584,000), which stood at 0.10% at December 31, 2021. Of this amount, we hedged $449,250 of our principal amount of our floating rate debt under hedges using interest rate derivatives. As a result, $2,369,550 of our outstanding borrowings effectively bore interest at floating rates. A 1/8 th basis point increase or decrease in the applicable base interest rate under our credit facilities would have an impact of $1,501 on our cash interest expense for the year ended December 31, 2021. For additional information on our outstanding debt and related hedging, see Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 10 - Derivative Instruments and Note 14 - Debt. In April 2017, the Company entered into interest rate derivative arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $300,000 of its term loan, effective April 30, 2021. Additionally, in May 2019, the Company entered into additional interest rate derivative arrangements with counterparties to reduce its exposure to variability in cash flows relating to interest payments on $50,000 of its term loan, effective March 2021 and maturing in September 2023. The Company applies hedge accounting by designating the interest rate swaps as a hedge in applicable future quarterly interest payments. Credit Risk We are not currently exposed to market instruments, except for the effective interest rate hedges discussed above. We are, however, exposed to credit risk on our accounts receivable, and we maintain an allowance for potential credit losses. Further, given our subscription-based revenues model, where a significant portion of customer obligations are payable to us upfront, and our credit control procedures, we believe that our exposure to customer credit risk is currently limited. 66 Table of Contents Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 68 Consolidated Balance Sheets as of December 31, 2021 and 2020 72 Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019 73 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019 74 Consolidated Statements of Changes in Equity for the years ended December 31, 20 21 , 2020 and 2019 75 Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 77 Notes to the Consolidated Financial Statements 79 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Clarivate Plc Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Clarivate Plc and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to a lack of an effectively designed control (i) over the communication of modifications to pre-existing compensation agreements in an acquisition transaction between the legal function and the accounting function to ensure the accounting impact of the modifications could be evaluated, and (ii) with a sufficient level of precision to allow for an appropriate review of the tax balances associated with the opening balance sheet of acquired entities. 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 annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. Change in Accounting Principle As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses in 2020. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management’s report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 68 Table of Contents estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded ProQuest from its assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Company in a purchase business combination during 2021. We have also excluded this entity from our audit of internal control over financial reporting. ProQuest is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquired Database Intangible Asset and Customer Relationships Intangible Assets – ProQuest As described in Note 4 to the consolidated financial statements, the Company acquired 100% of ProQuest in 2021. The aggregate consideration paid in connection with the closing of the ProQuest acquisition was $4,994.3 million, net of cash acquired, which resulted in $2,773.0 million and $709.3 million of customer relationships and technology and databases intangible assets, respectively, being recorded. Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets. As disclosed by management, the fair value of the customer relationships intangible assets acquired was estimated by management through a discounted cash flow model using the multi-period excess earnings method, which involved the use of significant estimates and assumptions related to projected revenue growth rates, operating margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates, among other items. The fair value of the databases intangible assets acquired was estimated by management through a discounted cash flow model using the relief from royalty method, which involved the use of significant estimates and assumptions related to projected revenue growth rates, royalty rates, tax rates, discount rates, tax amortization benefits, and obsolescence rates. The principal considerations for our determination that performing procedures relating to an acquired database intangible asset and the acquired customer relationships intangible assets from the ProQuest acquisition is a critical audit matter are (i) a high degree of auditor judgment and subjectivity in performing procedures relating to the estimated fair value of certain database and customer relationships intangible assets due to the significant judgment by management when developing these estimates; (ii) the significant audit effort in evaluating the significant assumptions related to projected revenue growth rates, 69 Table of Contents royalty rate, tax rate, discount rate, tax amortization benefit and obsolescence rate related to the database intangible asset, as well as the significant assumptions related to projected revenue growth rates, operating margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits, and customer attrition rates related to the customer relationship intangible assets; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to business combination accounting, including controls over management’s valuation of the database intangible asset and the customer relationship intangible assets and controls over the development of significant assumptions related to projected revenue growth rates, royalty rate, tax rate, discount rate, tax amortization benefit and obsolescence rate related to the acquired database intangible asset, as well as significant assumptions related to projected revenue growth rates, operating margins, projected cash flows, royalty rates, tax rates, discount rates, tax amortization benefits and customer attritions rates related to the customer relationship intangible assets. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for estimating the fair value of the database intangible asset and the customer relationships intangible assets; (iii) evaluating the appropriateness of the discounted cash flow models; (iv) testing the completeness and accuracy of the underlying data used in the models; and (v) evaluating the reasonableness of the aforementioned significant assumptions. Evaluating management’s significant assumptions involved evaluating whether the assumptions used were reasonable considering the consistency of the assumptions with external market and industry data and whether these assumptions were consistent with evidence obtained in other areas of the audit, as applicable. Evaluating projected revenue growth rates (for both the database intangible asset and the customer relationship intangible assets) and operating margins and projected cash flows (for customer relationship intangible assets) also involved evaluating whether the assumptions used were reasonable considering the current and past performance of the acquired entity. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow models and evaluating the reasonableness of management’s significant assumptions related to the projected revenue growth rates, royalty rates, tax rates, discount rates, and tax amortization benefits (for both the database intangible asset and the customer relationships intangible assets), the customer attrition rates (for customer relationship intangible assets), and the obsolescence rate (for the database intangible asset). Goodwill Impairment Assessment for the IP Management Reporting Unit As described in Notes 3, 9 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $7,904.9 million as of December 31, 2021, and the goodwill balance assigned to the IP Management Reporting Unit was $3,047.3 million. Management 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. As disclosed by management, a quantitative assessment was performed for its IP Management reporting unit. In determining the fair value of a reporting unit, management estimates the fair value using a discounted cash flow model under the income approach. The discounted cash flow model determines the fair value of a reporting unit based on the present value of estimated future cash flows, which include significant assumptions related to projected revenue growth rates, operating margins, tax rates, terminal values and discount rates, among others. The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for the IP Management reporting unit is a critical audit matter are (i) a high degree of auditor judgment and subjectivity in performing procedures relating to the estimated fair value of the IP Management reporting unit due to the significant judgment by management when developing this estimate; (ii) the significant audit effort in evaluating the significant assumptions related to projected revenue growth rates, operating margins, tax rate, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the determination of the reporting units, valuation of the IP Management reporting unit, and controls over the development of significant assumptions related to projected revenue growth rates, operating margins, tax rate, and discount rate. These procedures also included, among others (i) testing management’s process for estimating the fair value of the IP Management reporting unit; (ii) evaluating whether there were any impairment indicators; (iii) evaluating the appropriateness of the discounted cash flow model; (iv) testing the completeness and accuracy of underlying data used in the model; and (v) evaluating the reasonableness of management’s significant assumptions related to projected revenue growth rates, operating margins, tax rate and discount rate. Evaluating 70 Table of Contents management’s significant assumptions involved evaluating whether the assumptions used were reasonable considering the consistency of the assumptions with external market and industry data and whether the assumptions were consistent with evidence obtained in other areas of the audit. Evaluating the projected revenue growth rates and operating margins also involved evaluating whether the assumptions used were reasonable considering the past performance of the Company. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow model and evaluating the reasonableness of management’s significant assumption related to the discount rate. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania March 10, 2022 We have served as the Company’s auditor since 2016. 71 CLARIVATE PLC Consolidated Balance Sheets (In thousands, except share and per share data) As of December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ 430,879 $ 257,730 Restricted cash 156,734 14,678 Accounts receivable, net of allowance of $ 6,713 and $ 8,745 at December 31, 2021 and December 31, 2020, respectively 906,428 737,733 Prepaid expenses 76,551 58,273 Other current assets 66,646 79,150 Total current assets 1,637,238 1,147,564 Property and equipment, net 83,849 36,267 Other intangible assets, net 10,392,354 7,370,350 Goodwill 7,904,863 6,042,964 Other non-current assets 50,710 31,334 Deferred income taxes 27,938 29,863 Operating lease right-of-use assets 86,027 132,356 Total Assets $ 20,182,979 $ 14,790,698 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 129,218 $ 82,038 Accrued expenses and other current liabilities 679,603 569,682 Current portion of deferred revenues 1,030,399 707,318 Current portion of operating lease liability 32,177 35,455 Current portion of long-term debt 30,577 28,600 Total current liabilities 1,901,974 1,423,093 Long-term debt 5,456,280 3,457,900 Warrant liabilities 227,839 312,751 Non-current portion of deferred revenues 54,250 41,399 Other non-current liabilities 142,752 49,445 Deferred income taxes 380,060 366,996 Operating lease liabilities 93,955 104,324 Total liabilities 8,257,110 5,755,908 Commitments and contingencies Shareholders’ equity: Preferred Shares, no par value; 14,375,000 shares authorized; 5.25 % Mandatory Convertible Preferred Shares, Series A, 14,375,000 and 0 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively 1,392,616 — Ordinary Shares, no par value; unlimited shares authorized at December 31, 2021 and December 31, 2020; 683,139,210 and 606,329,598 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively 11,827,915 9,989,284 Treasury shares, at cost: 547,136 shares as of December 31, 2021 and 6,325,860 Shares as of December 31, 2020 ( 16,956 ) ( 196,038 ) Accumulated other comprehensive income 326,755 492,382 Accumulated deficit ( 1,604,461 ) ( 1,250,838 ) Total shareholders’ equity 11,925,869 9,034,790 Total Liabilities and Shareholders’ Equity $ 20,182,979 $ 14,790,698 The accompanying Notes are an integral part of these Consolidated Financial Statements. Table of Contents CLARIVATE PLC Consolidated Statements of Operations (In thousands, except share and per share data) Year Ended December 31, 2021 2020 2019 Revenues, net $ 1,876,894 $ 1,254,047 $ 974,345 Operating expenses: Cost of revenues ( 626,104 ) ( 438,787 ) ( 352,000 ) Selling, general and administrative costs ( 642,989 ) ( 544,700 ) ( 475,014 ) Depreciation ( 13,996 ) ( 12,709 ) ( 9,181 ) Amortization ( 523,819 ) ( 290,441 ) ( 191,361 ) Impairment on assets held for sale — — ( 18,431 ) Restructuring and impairment ( 129,459 ) ( 56,138 ) ( 15,670 ) Other operating (expense) income, net ( 27,507 ) 52,381 4,826 Total operating expenses ( 1,963,874 ) ( 1,290,394 ) ( 1,056,831 ) Loss from operations ( 86,980 ) ( 36,347 ) ( 82,486 ) Mark to market adjustment on financial instruments 81,320 ( 205,062 ) ( 47,656 ) Legal settlement — — 39,399 Loss before interest expense and income tax ( 5,660 ) ( 241,409 ) ( 90,743 ) Interest expense and amortization of debt discount, net ( 252,490 ) ( 111,914 ) ( 157,689 ) Loss before income tax ( 258,150 ) ( 353,323 ) ( 248,432 ) Provision for income taxes ( 12,298 ) 2,698 ( 10,201 ) Net loss ( 270,448 ) ( 350,625 ) $ ( 258,633 ) Dividends on preferred shares ( 41,508 ) — — Net loss attributable to ordinary shares $ ( 311,956 ) $ ( 350,625 ) $ ( 258,633 ) Per share: Basic $ ( 0.49 ) $ ( 0.82 ) $ ( 0.94 ) Diluted $ ( 0.61 ) $ ( 0.82 ) $ ( 0.94 ) Weighted average shares used to compute earnings per share: Basic 630,976,906 427,023,558 273,883,342 Diluted 640,774,100 427,023,558 273,883,342 The accompanying Notes are an integral part of these Consolidated Financial Statements. 73 Table of Contents CLARIVATE PLC Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2021 2020 2019 Net loss $ ( 270,448 ) $ ( 350,625 ) $ ( 258,633 ) Other comprehensive income (loss), net of tax: Interest rate swaps, net of tax of $ 1,557 , $ 0 and $ 0 4,837 ( 978 ) ( 6,422 ) Defined benefit pension plans, net of tax (benefit) provision of $ 0 , $( 65 ) and $ 683 ( 555 ) ( 659 ) ( 1,041 ) Foreign currency translation adjustment ( 169,909 ) 498,898 ( 2,774 ) Total other comprehensive income (loss), net of tax ( 165,627 ) 497,261 ( 10,237 ) Comprehensive income (loss) $ ( 436,075 ) $ 146,636 $ ( 268,870 ) The accompanying Notes are an integral part of these Consolidated Financial Statements. 74 Table of Contents CLARIVATE PLC Consolidated Statements of Changes in Equity (In thousands, except share data) 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, 2018, as originally reported 1,646,223 $ 1,677,510 — $ — — $ — $ 5,358 $ ( 632,261 ) $ 1,050,607 Conversion of units of share capital 215,880,202 — — — — — — — — Balance at December 31, 2018, as recasted 217,526,425 1,677,510 — — — — 5,358 ( 632,261 ) 1,050,607 Shares subject to redemption — ( 64,157 ) — — — — — — ( 64,157 ) Tax Receivable Agreement — ( 264,000 ) — — — — — — ( 264,000 ) Settlement of Tax Receivable Agreement — 64,000 — — — — — — 64,000 Issuance of ordinary shares, net 1,597,691 1,582 — — — — — — 1,582 Merger recapitalization 87,749,999 678,054 — — — — — — 678,054 Share-based award activity — 51,383 — — — — — — 51,383 Net loss — — — — — — — ( 258,633 ) ( 258,633 ) Other comprehensive loss — — — — — — ( 10,237 ) — ( 10,237 ) Balance at December 31, 2019 306,874,115 $ 2,144,372 — $ — — $ — $ ( 4,879 ) $ ( 890,894 ) $ 1,248,599 Balance at December 31, 2019 306,874,115 $ 2,144,372 — $ — — $ — $ ( 4,879 ) $ ( 890,894 ) $ 1,248,599 Adjustment to opening Accumulated deficit related to adoption of ASC Topic 326 — — — — — — — ( 9,319 ) ( 9,319 ) Exercise of public warrants 28,880,098 277,526 — — — — — — 277,526 Exercise of Private Placement Warrants 274,000 4,124 — — — — — — 4,124 Exercise of stock options 12,042,862 2,122 — — — — — — 2,122 Vesting of restricted stock units 289,641 — — — — — — — — Shares returned to the Company for net share settlements ( 7,297,396 ) ( 33,056 ) — — — — — — ( 33,056 ) Issuance of ordinary shares, net 265,266,278 7,558,774 — — — — — — 7,558,774 Share-based award activity — 35,422 — — — — — — 35,422 Treasury shares — — — — 6,325,860 ( 196,038 ) ( 196,038 ) Net loss — — — — — — — ( 350,625 ) ( 350,625 ) Comprehensive income (loss) — — — — — — 497,261 — 497,261 Balance at December 31, 2020 606,329,598 $ 9,989,284 — $ — 6,325,860 $ ( 196,038 ) $ 492,382 $ ( 1,250,838 ) $ 9,034,790 Table of Contents CLARIVATE PLC Consolidated Statements of Changes in Equity (In thousands, except share data) Ordinary Shares Preferred Shares Treasury Shares Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Shareholders’ Equity Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 606,329,598 $ 9,989,284 — $ — 6,325,860 $ ( 196,038 ) $ 492,382 $ ( 1,250,838 ) $ 9,034,790 Exercise of Private Placement Warrants 212,174 3,592 — — — — — — 3,592 Exercise of stock options 3,057,008 18,562 — — — — — — 18,562 Vesting of restricted stock units 991,759 — — — — — — — — Shares returned to the Company for net share settlements ( 1,693,274 ) ( 24,892 ) — — — — — — ( 24,892 ) Issuance of ordinary shares, net 257,359,494 6,980,615 — — — — — — 6,980,615 Share-based award activity — 56,134 — — — — — — 56,134 Repurchases of ordinary shares — — — — ( 183,782,279 ) ( 5,211,521 ) — — ( 5,211,521 ) Retirement of treasury shares ( 183,782,279 ) ( 5,211,521 ) — — 183,782,279 5,211,521 — — — Issuance of preferred shares, net — — 14,375,000 1,392,616 — — — — 1,392,616 Issuance of treasury shares, net — — — — ( 5,778,724 ) 179,082 — ( 41,667 ) 137,415 Dividends to preferred stockholders 664,730 16,141 — — — — — ( 41,508 ) ( 25,367 ) Net loss — — — — — — — ( 270,448 ) ( 270,448 ) Other comprehensive income — — — — — — ( 165,627 ) — ( 165,627 ) Balance at December 31, 2021 683,139,210 $ 11,827,915 14,375,000 $ 1,392,616 547,136 $ ( 16,956 ) $ 326,755 $ ( 1,604,461 ) $ 11,925,869 The accompanying Notes are an integral part of these Consolidated Financial Statements. 76 Table of Contents CLARIVATE PLC Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2021 2020 2019 Cash Flows From Operating Activities Net loss $ ( 270,448 ) $ ( 350,625 ) $ ( 258,633 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 537,815 303,150 200,542 Bad debt expense 5,988 3,332 1,331 Deferred income tax benefit ( 13,358 ) ( 45,509 ) 357 Share-based compensation 33,329 34,158 51,383 Restructuring and impairment 48,152 5,212 — Loss (gain) on foreign currency forward contracts 6,904 ( 2,903 ) — Mark to market adjustment on contingent shares ( 25,085 ) 25,212 — Mark to market adjustment on financial instruments ( 81,320 ) 205,062 47,656 Loss on extinguishment of debt — — 50,676 Gain on disposal of business — ( 29,192 ) — Impairment on assets held for sale — — 18,431 Deferred finance charges 13,170 5,752 2,496 Other operating activities 541 2,611 ( 374 ) Changes in operating assets and liabilities: Accounts receivable ( 64,067 ) 29,947 ( 593 ) Prepaid expenses 2,744 5,742 ( 10,224 ) Other assets 27,702 45,678 ( 975 ) Accounts payable 31,193 ( 2,851 ) ( 13,838 ) Accrued expenses and other current liabilities 85,924 ( 54,794 ) 1,095 Deferred revenues 207 80,683 33,480 Operating lease right of use assets 3,363 5,329 11,365 Operating lease liabilities ( 25,820 ) ( 6,064 ) ( 11,251 ) Other liabilities 6,833 3,570 ( 5,344 ) Net cash provided by operating activities 323,767 263,500 117,580 Cash Flows From Investing Activities Capital expenditures ( 118,543 ) ( 107,713 ) ( 69,836 ) Acquisitions, net of cash acquired ( 3,930,214 ) ( 2,916,471 ) ( 68,424 ) Acquisition of intangible assets — ( 5,982 ) ( 2,625 ) Proceeds from sale of product line, net of restricted cash 4,297 41,398 — Net cash used in investing activities ( 4,044,460 ) ( 2,988,768 ) ( 140,885 ) Cash Flows From Financing Activities Proceeds from revolving credit facility 175,000 60,000 70,000 Proceeds from issuance of debt 2,000,000 1,960,000 1,600,000 Redemption of Notes not exchanged ( 157,424 ) — — Principal payments on term loan ( 28,600 ) ( 12,600 ) ( 641,509 ) Repayments of revolving credit facility — ( 125,000 ) ( 50,000 ) Payment of debt issuance costs and discounts ( 32,624 ) ( 38,340 ) ( 41,923 ) Contingent purchase price payment — ( 7,816 ) ( 2,371 ) Proceeds from reverse recapitalization — — 682,087 Proceeds from issuance of preferred shares 1,392,616 — — Proceeds from issuance of ordinary shares 728,040 843,744 — Proceeds from issuance of treasury shares 139,864 — — Extinguishment of debt — — ( 1,342,651 ) 77 Table of Contents CLARIVATE PLC Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2021 2020 2019 Tax receivable agreement payout — — ( 200,000 ) Repurchases of ordinary shares ( 159,356 ) — — Cash dividends on preferred shares ( 18,868 ) — — Proceeds from warrant exercises — 277,526 — Proceeds from stock options exercised 18,562 2,122 1,582 Payments related to finance lease ( 158 ) — — Payments related to tax withholding for stock-based compensation ( 24,892 ) ( 33,056 ) — Net cash provided by financing activities 4,032,160 2,926,580 75,215 Effects of exchange rates 3,738 ( 5,043 ) ( 971 ) Net increase in cash and cash equivalents $ 173,149 $ 181,600 $ 50,555 Net increase in restricted cash 142,056 14,669 — Net increase in cash held for sale — — 384 Net increase in cash and cash equivalents, and restricted cash 315,205 196,269 50,939 Beginning of period: Cash and cash equivalents $ 257,730 $ 76,130 $ 25,575 Restricted cash 14,678 9 9 Total cash and cash equivalents, and restricted cash, beginning of period 272,408 76,139 25,584 Less: Cash included in assets held for sale, end of period — — ( 384 ) Cash and cash equivalents, and restricted cash, end of period 587,613 272,408 76,139 End of period: Cash and cash equivalents 430,879 257,730 76,130 Restricted cash 156,734 14,678 9 Total cash and cash equivalents, and restricted cash, end of period $ 587,613 $ 272,408 $ 76,139 Supplemental Cash Flow Information: Cash paid for interest $ 182,415 $ 97,510 $ 101,164 Cash paid for income tax $ 33,869 $ 27,621 $ 29,204 Assets received as reverse recapitalization capital $ — $ — $ 1,877 Liabilities assumed as reduction of reverse recapitalization capital $ — $ — $ 5,910 Capital expenditures included in accounts payable $ 8,692 $ 7,783 $ 8,762 Non-Cash Financing Activities: Shares issued and returned for funding of CPA Global Equity Plan $ — $ ( 196,038 ) $ — Shares issued to Capri Acquisition Topco Limited 5,052,165 — — Retirement of treasury shares ( 5,211,521 ) — — Shares issued as contingent stock consideration associated with the DRG acquisition 61,619 — — Shares issued as contingent stock consideration associated with the CPA Global acquisition 43,890 — — Shares issued as dividends on our 5.25% Series A Mandatory Convertible Preferred Shares 16,141 — — Dividends accrued on our 5.25% Series A Mandatory Convertible Preferred Shares 6,499 — — Total Non-Cash Financing Activities $ ( 31,207 ) $ ( 196,038 ) $ — The accompanying Notes are an integral part of these Consolidated Financial Statements. 78 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Note 1: Background and Nature of Operations Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company organized under the laws of Jersey, Channel Islands. We were initially registered on January 7, 2019, and at our 2020 annual general meeting, our shareholders approved a change of our corporate name from “Clarivate Analytics Plc” to “Clarivate Plc”. Pursuant to the definitive agreement entered into to effect a merger between Camelot Holdings (Jersey) Limited ("Jersey") and Churchill Capital Corp, a Delaware corporation, ("Churchill") (the “2019 Transaction”), the Company was formed for the purposes of completing the 2019 Transaction and related transitions and carrying on the business of Jersey and its subsidiaries. The Company is a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enable users across government and academic institutions, life science companies and research and development (“R&D”) intensive corporations to discover, protect and commercialize their innovations. Clarivate has two reportable segments: Science and Intellectual Property ("IP"). Our segment structure is organized to address customer needs by product line. Our Science segment consists of our AGPL and Life Sciences Product Lines. Both provide curated, high-value, structured information that is delivered and embedded into the workflows of our customers, which include research intensive corporations, life science organizations and universities world-wide. Our IP segment consists of our Patent, Trademark, Domain, and IP Management Product Lines. These Product Lines help manage customer's end-to-end portfolios of intellectual property from patents to trademarks to corporate website domains. See Note 22 - Segment Information, for additional information on the Company's reportable segments. In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, collectively, the “Merger Agreement”) by and among Churchill, Jersey, CCC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into Jersey with Jersey being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”), and together with the Jersey Merger, the “Mergers”. On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Jersey, operating and controlling all of the business and affairs of Jersey, through Jersey and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. All of the Company’s public warrants have subsequently been redeemed. See Note 16 - Shareholders’ Equity for further information regarding the redemption of the Company’s public warrants. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting, Churchill was treated as the "acquired" company for financial reporting purposes. This determination was primarily based on post 2019 Transaction relative voting rights, composition of the governing board, size of the two entities pre-merger, and intent of the 2019 Transaction. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of the Company issuing stock for the net assets of Churchill. The net assets of Churchill were stated at historical cost, with no goodwill or other intangible assets resulting from the 2019 Transaction. Reported amounts from operations included herein prior to the 2019 Transaction are those of Jersey. In February 2020, the Company consummated a public offering of 27,600,000 ordinary shares at $ 20.25 per share. In June 2020, we completed an underwritten public offering of 50,400,000 of our ordinary shares (including 2,400,000 ordinary shares pursuant to the underwriters' option to purchase up to an additional 7,200,000 ordinary shares from certain selling shareholders) at a share price of $ 22.50 per share. Of the 50,400,000 ordinary shares, 14,000,000 were ordinary shares offered by Clarivate and 36,400,000 were ordinary shares offered by selling shareholders, including 20,821,765 ordinary shares from Onex, 8,097,354 ordinary shares from Baring and 7,480,881 ordinary shares from Directors, Executive Officers and other shareholders. The underwriters' option to purchase the remaining 4,800,000 ordinary shares from certain selling shareholders expired on July 3, 2020. The Company received approximately $ 304,030 in net proceeds from the sale of its ordinary shares, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds, in conjunction with the new $ 1,600,000 incremental term loan facility available to Clarivate on October 1, 2020, and cash on the balance sheet to fund 79 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) the repayment of CPA Global's parent company outstanding debt of $ 2,055,822 . The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. Additionally, in connection with the acquisition of CPA Global, on October 1, 2020, the Company issued 210,357,918 shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P. representing approximately 35 % ownership of Clarivate. In June 2021, we completed an underwritten public offering of 44,230,768 of our ordinary shares at a share price of $ 26.00 , of which 28,846,154 ordinary shares were issued and sold by Clarivate and 15,384,614 were sold by selling shareholders (which included 5,769,230 ordinary shares that the underwriters purchased pursuant to their option to purchase additional shares). The ordinary shares sold by selling shareholders included 10,562,882 ordinary shares from Onex, 4,107,787 ordinary shares from Baring and 713,945 ordinary shares from Directors, Executive Officers and other shareholders. The Company received approximately $ 728,080 in net proceeds from the sale of ordinary shares offered by the Company, after deducting underwriting discounts and estimated offering expenses payable . The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. The Company did not receive any proceeds from the secondary ordinary shares sold by the selling shareholders. In June 2021, concurrently with the June 2021 Ordinary Share Offering, we completed an underwritten public offering of 14,375,000 of our 5.25 % Series A Mandatory Convertible Preferred Shares ("MCPS") which included 1,875,000 of our mandatory convertible preferred shares that the underwriters purchased pursuant to their option to purchase additional shares. The Company received approximately $ 1,392,671 in net proceeds from the mandatory convertible preferred share offering, after deducting underwriting discounts and estimated offering expenses payable. We used the net proceeds to finance a portion of the purchase price for the ProQuest acquisition, which was completed on December 1, 2021. In September 2021, certain selling shareholders completed an underwritten public offering of 25,000,000 of our ordinary shares at a share price of $ 25.25 , The ordinary shares sold by selling shareholders included 18,000,000 ordinary shares from Onex and 7,000,000 ordinary shares from Baring. The Company did not receive any proceeds from the sale of ordinary shares by the selling shareholders. After giving effect to the offering, Onex and Baring owned approximately 6.7 % and 2.6 %, respectively, of the Company's ordinary shares. Risks and Uncertainties In March 2020, the World Health Organization characterized COVID-19 as a pandemic. The rapid spread of COVID-19 and issues relating to the resurgence of COVID - 19 and/or new strains of COVID - 19 along with continuously evolving responses to combat it have had an increasingly negative impact on the global economy. This has had, and may continue to have, an adverse impact to our operational and financial performance as well as the businesses of our customers and partners, including their spending priorities. It is difficult to predict the full extent of the potential effects and impact on our operations, business, and financial performance, however, we continue to conduct business with substantial modifications and precautionary measures to our daily operations. Modifications include less employee travel as well as a virtual shift related to work location, and sales and marketing events. Given the uncertainty around the severity and duration of the COVID-19 pandemic and the measures taken, or may be taken, in response to the COVID-19 pandemic, the Company cannot reasonably estimate the full impact of the COVID-19 pandemic on our business, financial condition and results of operations at this time, which may be material. Note 2: Basis of Presentation The accompanying Consolidated Financial Statements for the years ended December 31, 2021, 2020 and 2019 were prepared in conformity with U.S. GAAP. The Consolidated Financial Statements of the Company include the accounts of all of its subsidiaries. Subsidiaries are entities over which the Company has control, where control is defined as the power to govern financial and operating policies. Generally, the Company has a shareholding of more than 50% of the voting rights in its subsidiaries. The effect of potential voting rights that are currently exercisable is considered when assessing whether control exists. Subsidiaries are fully consolidated from the date control is transferred to the Company, and are de-consolidated from the date control ceases. Intercompany accounts and transactions have been eliminated in consolidation. The Employee Benefit Trust ("EBT") associated with the CPA Global Equity Plan was consolidated on October 1, 2020. The EBT held Clarivate shares that were recorded as treasury shares as they were legally issued but not outstanding. The EBT also holds cash that is classified as restricted cash on the Consolidated Balance Sheet. Additionally, certain reclassifications and revisions of prior period data have been made to conform to the current year's presentation. 80 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) During the fourth quarter of 2020, the Company realigned its reporting structure and changed the manner in which performance is assessed. The two operating segments created include the Science Group and the Intellectual Property Group. Note 3: Summary of Significant Accounting Policies Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts and operations of the Company, and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most important of these relate to share-based compensation expenses, revenue recognition, the allowance for doubtful accounts, internally developed computer software, valuation of goodwill and other identifiable intangible assets, determination of the projected benefit obligations of the defined benefit plans, income taxes, fair value of stock options, derivatives and financial instruments, contingent earn-out, and the tax related valuation allowances. On an ongoing basis, management evaluates these estimates, assumptions and judgments, in reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less. Restricted Cash The Company held $ 156,734 and $ 14,678 of restricted cash as of December 31, 2021 and 2020, respectively. Restricted cash as of December 31, 2021 primarily included the cash received from the sale of treasury shares from the Employee Benefit Trust established for the CPA Equity Plan in December 2021. The cash received from the Employee Benefit Trust established for the CPA Equity Plan in December 2021 was subsequently paid in the first quarter of 2022. Accounts Receivable Through the adoption of ASU 2016-13 and the related standards, the Company revised its policy regarding the recognition of expected credit losses and for its accounts receivable portfolio. Accounts receivable are recorded at the amount invoiced to customers and do not bear interest. The Company estimates credit losses for trade receivables by aggregating similar customer types, because they tend to share similar credit risk characteristics, taking into consideration the number of days the receivable is past due. Provision rates for the allowance for doubtful accounts are based upon the historical loss method by evaluating factors such as the length of time receivables are past due and historical collection experience. Additionally, provision rates are based upon current and future economic and competitive environment factors that could impact the collectability of the receivable. Trade and other receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include past due status greater than 360 days or bankruptcy of the debtor. Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects the Company to significant concentrations of credit risk. Accounts receivable represents arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. Contracts with payment in arrears are recognized as receivables after the Company considers whether a significant financing component exists. The Company does not require collateral or other securities to support customer receivables. Management performs ongoing credit evaluations of its customers’ financial condition and limits the amount of credit extended when deemed appropriate. Credit losses have been immaterial and 81 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) reasonable within management’s expectations. Our ten largest customers represented only 9 % of revenues for the year ended December 31, 2021. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and consequently, the Company believes that such funds are subject to minimal credit risk. Property and Equipment, net Generally, property and equipment are recorded at cost and are depreciated over the respective estimated useful lives. Depreciation is computed using the straight‑line method. Repair and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included within Loss from operations in the Consolidated Statements of Operations. The estimated useful lives are as follows: Computer hardware 3 years Furniture, fixtures and equipment 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life Internally Developed Software and Content Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed beyond a conceptual, preliminary stage to that of the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion and post-implementation/operation stage of an internal use software development project are expensed as incurred. Capitalized costs are amortized over five years , which is the estimated useful life of the related software. Purchased software is amortized over three years , which is the estimated useful life of the related software. Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. The Company also capitalizes internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search the Company’s content. The Company does not capitalize any costs associated with research and development or marketing. These capitalized costs are amortized over a two to five year useful life. Both internally developed software and content are evaluated for impairment whenever circumstances indicate the carrying amount may not be recoverable. The test for impairment compares the carrying amounts with the sum of undiscounted cash flows related to the asset. If the carrying value is greater than the undiscounted cash flows of the asset, the asset is written down to its estimated fair value. Business Combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses, other than those associated with the issuance of debt or equity securities, are recognized separately from the business combination and are expensed as incurred. Identifiable Intangible Assets, net Upon acquisition, identifiable intangible assets are recorded at fair value and are carried at cost less accumulated amortization or accumulated impairment for indefinite-lived intangible assets. Useful lives are reviewed at the end of each reporting period and adjusted if appropriate. Fully amortized assets are retained at cost and accumulated amortization accounts until such assets are derecognized. Customer Relationships — Customer relationships primarily consist of customer contracts and customer relationships arising from such contracts. 82 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Databases and Content — Databases and content primarily consists of repositories of the Company’s specific financial and customer information and intellectual content. Developed Technology — Developed technology primarily consists of proprietary technology used for healthcare data, analytics, and insights products and services. Backlog — Backlog primarily consists of orders and contracts received for which performance has not occurred prior to being acquired by the Company. Non-compete agreements — Non-compete agreements primarily consist of agreements with employees of acquired entities to ensure that if they cease employment with the Company, they will not involve themselves with competition of the business for a given duration. Trade Names — Trade names consist of purchased brand names that the Company continues to use. Where applicable, intangible assets are amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 – 23 years Databases and content 2 – 20 years Developed technology 3 – 14 years Computer software 5 years Finite-lived trade names 2 - 18 years Non-compete agreements 5 years Backlog 4 years Indefinite-lived trade names Indefinite Impairment of Long-Lived Assets Residual values and useful lives are reviewed at the end of each reporting period and adjusted if appropriate. The Company evaluates its long-lived assets, including computer hardware and other property, computer software, and finite-lived intangible assets for impairment whenever circumstances indicate that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. An asset is assessed for impairment at the lowest level that the asset generates cash inflows that are largely independent of cash inflows from other assets. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. Management identified an impairment loss in connection with the divestiture of certain assets and liabilities of its MarkMonitor Product Line within its IP segment in the year ended December 31, 2019. As a result of restructuring initiatives, the Company recorded non-cash impairment for leases in the years ended December 31, 2020, and December 31, 2021. See Note 25 - Restructuring and Impairment for further information. Goodwill and Indefinite-Lived Intangible Assets The carrying amount of goodwill is tested for impairment annually during the fourth quarter each year, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment on a reporting unit level, which is defined as the operating segment or one level below the operating segment. As of October 1, 2021, our most recent annual goodwill impairment testing date, the Company identified five reporting units. We use both qualitative and quantitative analysis to determine whether we believe it is more likely than not that goodwill has been impaired. For our most recent annual goodwill impairment test, we applied the qualitative assessment to three of the reporting units identified and the quantitative assessment to two of the reporting units identified. For our prior year goodwill impairment test, as of October 1, 2020, all reporting units identified were subject to the quantitative assessment. For the year ended December 31, 2021, the fair values of our reporting units exceeded each individual reporting unit’s carrying value, and goodwill was not impaired. There was no impairment of goodwill as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. 83 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) The Company has indefinite-lived intangible assets related to trade names. As of October 1, 2021, our most recent annual indefinite-live intangible assets impairment testing date, the fair value of our indefinite-lived trade names exceeded the assets carrying value, and the assets were not impaired. There was no impairment of indefinite-lived intangible assets as a result of the Company’s annual impairment testing conducted for the years ended December 31, 2021, 2020, and 2019. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. Debt Debt is recognized initially at par value, net of any applicable discounts or financing costs. Debt is subsequently stated at amortized cost with any difference between the proceeds (net of transactions costs) and the redemption value recognized in the Consolidated Statements of Operations over the term of the debt using the effective interest method. Interest on indebtedness is expensed as incurred. Debt is classified as a current liability when due within 12 months after the end of the reporting period. Warrant Liabilities We used a third-party specialist to fair value the awards using the Monte Carlo simulation approach. The assumptions included in the model include, but are not limited to, risk-free interest rate, expected volatility of stock prices for the Company’s and its peer group, and dividend yield. A discount for the lack of marketability ("DLOM") is applied to shares that are subject to remaining post vesting lock up restrictions. Derivative Financial Instruments Foreign Exchange Forward Contracts The Company periodically enters into foreign currency contracts that are not designated as hedges as defined under ASC 815. The purpose of these derivative instruments is to help manage the Company’s exposure to foreign exchange rate risks. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. These contracts generally do not exceed 180 days in duration, and these instruments are carried as assets when the fair value is positive (Other current assets on the Consolidated Balance Sheets), and as liabilities when the fair value is negative (Other current liabilities on the Consolidated Balance Sheets). The resulting gain or loss is recognized in profit or loss (other operating income (expense), net) immediately. Interest Rate Swaps The Company has interest rate swaps with counterparties to reduce its exposure to variability in cash flows relating to interest payments on a portion of its outstanding first lien senior secured term loan facility in an aggregate principal amount of $ 2,818,800 (“Term Loan Facility”). The Company applies hedge accounting and has designated these instruments as cash flow hedges of the risk associated with floating interest rates on designated future quarterly interest payments. Management assumes the hedge is highly effective and therefore changes in the value of the hedging instrument are recorded in 84 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Any ineffectiveness is recorded in earnings. Amounts in Accumulated other comprehensive income (loss) are reclassified into earnings in the same period during which the hedged transactions affect earnings, or upon termination of the hedging relationship. Fair Value of Financial Instruments In determining fair value, the use of various valuation methodologies, including market, income and cost approaches is permissible. The Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value measurements establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value based on the reliability of inputs. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s interest rate swap derivative instruments are classified as Level 2. Earn-out liabilities and defined benefit plan assets are classified as Level 3. The Company assesses the fair value of the foreign exchange forward contracts, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. The Company also receives and reviews third party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. Contingent Considerations The Company records liabilities for the estimated cost of such contingencies when expenditures are probable and reasonably estimable. A significant amount of judgment is required to estimate and quantify the potential liability in these matters. We engage outside experts as deemed necessary or appropriate to assist in the calculation of the liability, however management is responsible for evaluating the estimate. As information becomes available regarding changes in circumstances for ongoing contingent considerations, our potential liability is reassessed and adjusted as necessary. See Note 23 - Commitments and Contingencies for further information on contingencies. Treasury Shares Shares repurchased by the company from the open market or shares held in the EBT as previously discussed are classified within equity as Treasury shares and are recorded at the fair value on the date of acquisition. When Clarivate reissues treasury shares at an amount greater (less) than it paid to repurchase the shares, it realizes a gain (loss) on the reissuance of the shares. This gain or loss is recognized within shareholders’ equity. Management has elected to utilize the FIFO method for determining the gains and losses from sales of Treasury shares. Taxation The Company recognizes income taxes under the asset and liability method. Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated Income tax expense for financial statement purposes. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In assessing the realizability of deferred tax assets, we consider future taxable income by tax jurisdiction and tax planning strategies. The Company records a valuation allowance to reduce our deferred tax assets to equal an amount that is more likely than not to be realized. Changes in tax laws and tax rates could also affect recorded deferred tax assets and liabilities in the future. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company first records unrecognized tax benefits as liabilities in accordance with ASC 740 and then adjusts these liabilities when our judgment changes as a result of the evaluation of new information not previously available at the time of establishing the liability. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially 85 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) different from our current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. Interest accrued related to unrecognized tax benefits and income tax related penalties are included in the Benefit (provision) for income taxes. Deferred tax is provided on taxable temporary differences arising on investments in foreign subsidiaries, except where we intend, and are able, to reinvest such amounts on a permanent basis. Revenue Recognition The Company derives revenue by selling information on a subscription and single transaction basis as well as from performing professional services. The Company recognizes revenue when control of these services are transferred to the customer for an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. Revenue is recognized net of discounts and rebates, as well as value added and other sales taxes. Cash received or receivable in advance of the delivery of the services or publications is included in deferred revenues. The Company disaggregates revenue based on revenue recognition pattern. Subscription based revenues recognize revenue over time, whereas our re-occurring revenues recognize revenue at a point in time. Our transactional revenues recognize revenue at a point in time and other revenues relating to professional services recognize revenue over time. The Company believes subscription, re-occurring and transactional and other revenues is reflective of how the Company manages the business. The revenue recognition policies for the Company’s revenue streams are discussed below. Subscription Revenues Subscription-based revenues are recurring revenues that are earned under annual, evergreen or multi-year contracts pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. Revenues from the sale of subscription data, maintenance services, and analytics solutions are recognized ratably over the contractual period as revenues are earned. Subscription revenues are typically generated either on (i) an enterprise basis, meaning that the organization has a license for the particular product or service offering and then anyone within the organization can use it at no additional cost, (ii) a seat basis, meaning each individual that uses the particular product or service offering has to have his or her own license, or (iii) a unit basis, meaning that incremental revenues are generated on an existing subscription each time the product is used (e.g., a trademark or brand is searched or assessed). Re-occurring Revenues 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. Re-occurring revenues are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. The most significant components of our re-occurring revenues is our 'renewal' business within CPA Global. Transactional and Other Revenues Transactional revenues are revenues that 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 content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues are typically generated on a unit basis, although for certain product and service offerings transactional revenues are generated on a seat basis. Transactional 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 86 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) 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 ("PAL") revenues. Performance Obligations Content Subscription: Content subscription performance obligations are most prevalent in the Web of Science, Derwent, CPA Global, ProQuest and Life Sciences Product Lines. Content subscriptions are subscriptions that can only be accessed through the Company’s online platform for a specified period of time through downloads or access codes. On-premise the software is purchased by the customer and installed directly onto the customer’s own operating systems. In addition to the primary content subscription, these types of performance obligations can often include other performance obligations, such as training subscriptions, access to historical content, software licenses, professional services, maintenance and other optional content. Revenue for these performance obligations are primarily recognized over the length of the contract (i.e. subscription revenue). In case of software sold as a subscription, the cloud based hosted services and post-sales support and maintenance are considered as one performance obligation distinct from other services in the contract. Within the Life Sciences Product Line and resulting from the DRG acquisition, the Company provides analytics and syndicated research and syndicated databases through subscription and membership contracts and through the sale of single reports from the syndicated series. Subscription based revenues are recognized ratably over the period that the service is being provided, generally one year . There are instances where Content Subscription revenue could be recognized upon delivery (i.e. transactional revenue). Historical content and some optional content can be purchased via a perpetual license, which would be recognized upon delivery. Fees are typically paid annually at the beginning of each term. Additionally, within the Life Sciences Product Line and resulting from the DRG acquisition, the Company sells certain studies and reports on a single requisition basis to customers. Revenue from the sale of single reports is recognized at a point in time of delivery if all other revenue recognition criteria are met. Packages of select single reports are recognized pro rata as the individual reports are delivered if all other revenue recognition criteria are met based on estimated selling price. SaaS Subscription: Software-as-a-Service (“SaaS”) software is hosted centrally on a cloud-based system and usage is licensed on an annual subscription fee basis. The company earns revenue from selling SaaS subscriptions where customers purchase on demand access to hosted software products. Revenue from software subscription agreements, a portion of which are for multiple year terms, is recognized ratably over the term of the subscriptions, including any free trial periods before or after the paid subscription term. Revenue from professional services related to SaaS implementation are recognized by the percentage of completion method, determined by the ratio between the actual hours incurred and the total anticipated hours. Perpetual Archive Licenses ("PAL"): This performance obligation relates to the ProQuest Product Line. Customers purchase perpetual archive licenses to collections, periodicals, eBooks, and other resources contained in the Company’s databases. The Company will grant access to the platform or service at the time of contract inception and the PAL product is for the customer to own forever. However, the online access to the PAL product is limited by time and if customer wishes to extend the online access, the customer must pay a continuing service fee and if the customer chooses not to pay, the Company will send a hard copy (CD or DVD) of the PAL material. The Company records revenue on the date when the customer is granted access to the license/service and revenue is recognized at a point in time. Domain Registration Services: This performance obligation relates to the MarkMonitor Product Line. This is a service to register domain names with the applicable registries, with the Company being responsible for monitoring the domain name expiration and paying the registry before expiration. In addition, the Company has an ongoing responsibility to ensure the domain name is maintained at the registry. Customers typically sign a one to two years contract, identifying specific domain names to be registered and tracked. Revenue is recognized over the term of the contract and fees are typically invoiced annually at the beginning of each contract term. Search Services: This performance obligation relates to the CompuMark Product Line. It is a comprehensive search report across multiple databases for a proposed trademark. The report is compiled by Clarivate’s analysts and sent to customers. Revenue is recognized upon delivery of the report. Fees are typically paid upon delivery. Trademark Watch: This performance obligation relates to the CompuMark Product Line. Trademark watch service is an annual subscription that allows customers to protect their trademarks from infringement by providing timely notification of newly filed or published trademarks. Revenue is recognized over the term of the contract, with fees paid annually at the beginning of each contract term. 87 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) IP Services: This performance obligation relates to the CPA Global Product Line. This includes services related to (i) on-premise software installation, (ii) post-sales software support services,(iii) keeping software updated for any changes in laws (i.e., law update service), (iv) docketing, and (v) search and examination services provided to various PTOs. Revenue from IP services is recognized over the period of the contract as and when the service is provided. Validation Services: This performance obligation relates to the CPA Global Product Line. This involves services related to:(i) registration of a patent granted in Europe, to various individual countries where it will ultimately be enforceable; (ii) translation of documents to be submitted to a patent and trademark office ("PTO") in local language; (iii) registration of address with PTO, for all future notifications to be received on behalf of the IP holder; and (iv) management of notifications on behalf of IP holder over the lifetime of the patent. The Company has determined each of the above services performed represent separate performance obligations. Revenue is recognized once the provision of the service is complete and this point is reached when a purchase invoice is received from the agent for (i) and (ii) above and when registration with the PTO gets completed for (iii) above. With respect to management of notifications, revenue is recognized over the lifetime of the patent on a straight-line basis. Revenue from Validation Services is recognized net of official fees collected from customers for remittance to the PTO and any taxes collected from customers, which are subsequently remitted to governmental authorities. IP Transaction Processing: This performance obligation related to the IPM Product Line that was disposed of in October of 2018 and reacquired as part of the acquisition of the CPA Global business and Product Line in October of 2020. These services consist of gathering all necessary data and information, preparing the renewal applications, and submitting payment to the PTO in the relevant country on behalf of the IP holders and the Company could have potential liability for the successful completion of the renewal application process, for which we carry insurance. The Company has determined there is one performance obligation relating to the provision of the service, which includes compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. Revenue is recognized once the provision of the service is complete and this point is reached when the PTO receives the payment and documentation to renew the patent or trademark. The PTO fees and any taxes collected from customers are deemed fees collected on behalf of third parties, and therefore revenue from renewals services is recognized net of these fees. Revenue is recognized upon transfer of control of the promised service to customers (i.e., at the time the renewal paperwork and payment are submitted to the PTO) because at that point the Company has a right to payment and the risks and rewards associated with the Renewal Preparation service are transferred to the customer, coupled with the fact customer acceptance is deemed a formality that does not impact the timing of transfer of control. Principal Versus Agent For revenue generated from contracts with customers involving another party, the Company considers if we maintain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing price. The assessment of whether we are considered the Principal or the Agent in a transaction could impact our revenues and cost of revenues recognized on the consolidated statements of operations. The Company evaluated whether contracts with customers involving another party related to the Content Subscription performance obligation have been provided in the capacity as principal or agent and concluded that the Company acts as a Principal based on our responsibility for fulfilling the contract and latitude in establishing the price. Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues. The Company evaluated whether the IP Transaction Processing performance obligation and services, as well as the Validation Services performance obligation, have been provided in the capacity as principal or agent, and on the basis of the following factors concluded the Company is acting as a Principal: (a) The Company is responsible for compiling the necessary data and submitting the renewal application, as well as facilitating the payment from the customer to the PTO. In doing this, the Company’s performance obligation does not include legally renewing the IP, but instead facilitating that process, but the ultimate responsibility for legally renewing the IP rests with PTO; (b) The Company has latitude in establishing pricing for its services. 88 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Therefore, the Company reports the revenues from these transactions on a gross basis and records the related third-party commission fees as cost of revenues. As it relates to the Content Subscription, PALs and SaaS Subscription performance obligations have an additional party is involved in a transaction and can be categorized as either agreements with Third Party Distributors or Reseller Agreements. Third Party Distributor agreements provide the distributor with the right to market and resell ProQuest products to end customers and based on the indicators of control, revenues from these Third Party Distributor transactions are generally recognized gross. Reseller Agreements involve contracting to resell third party products where the Company is the Reseller and revenues from these transactions are generally recognized net. Variable Consideration In some cases, contracts provide for variable consideration that is contingent upon the occurrence of uncertain future events, such as retroactive discounts provided to the customers, indexed or volume-based discounts, time and materials based implementation services, and revenue between contract expiration and renewal. Variable consideration is estimated at the expected value or at the most likely amount depending on the type of consideration. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The estimate of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of its anticipated performance and all information (historical, current, and forecasted) that is reasonably available to the Company. Significant Judgments Significant judgments and estimates are necessary for the allocation of the proceeds received from an arrangement to the multiple performance obligations and the appropriate timing of revenue recognition. Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Determining a standalone selling price that may not be directly observable amongst all the products and performance obligations requires judgment. Specifically, many Web of Science, DRG, CPA Global, and ProQuest Product Line contracts include multiple product offerings, which may have both subscription and transactional revenues. Judgment is also required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the subscription service and recognized over time for other products. The Company allocates value to primary content subscriptions or licenses including PALs and accompanying performance obligations, such as training subscriptions, continuing service fees, access to historical content, maintenance and other optional content. When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation. The Company utilizes its standard price lists to determine the standalone selling price based on the product and country. The transaction price in the contract is allocated at contract inception to the distinct good or service underlying each performance obligation in proportion to the standalone selling price. The standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. Discounts applied to the contract will be allocated based on the same proportion of standalone selling prices. For certain of our businesses, the discount is allocated entirely to one or more, but not all, performance obligations in the contract when certain criteria are met. Cost to Obtain a Contract Commission costs represent costs to obtain a contract and are considered contract assets. The Company pays commissions to the sales managers and support teams for earning new customers and renewing contracts with existing customers. These commission costs are capitalized within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative expenses within the Consolidated Statements of Operations. The amortization period is between one and seven years based on the estimated length of the customer relationship. Deferred Revenues 89 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) The timing of revenue recognition may differ from the timing of invoicing to customers. We record deferred revenues when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period and recognize revenue over the term of the coverage period. Cost of Revenues Cost of revenues consists of costs related to the production and servicing of the Company’s offerings. These costs primarily relate to information technology, production and maintenance of content and personnel costs relating to professional services and customer service. Selling, General and Administrative Selling, general and administrative includes compensation for support and administrative functions in addition to rent, office expenses, professional fees and other miscellaneous expenses. In addition, it includes selling and marketing costs associated with acquiring new customers or selling new products or product renewals to existing customers. Such costs primarily relate to wages and commissions for sales and marketing personnel. Depreciation Depreciation expense relates to the Company’s fixed assets including furniture & fixtures, hardware, and leasehold improvements. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the term of the related lease. Impairment on Assets Held for Sale Impairment on assets held for sale represents an impairment charge recorded for certain assets classified as assets held for sale. Share-based Compensation Share-based compensation consists of restricted share units ("RSUs"), performance share units ("PSUs") and 2019 Transaction related shares granted to certain key members of management which are recognized in the Consolidated Statements of Operations based on their grant date fair values with forfeitures recognized as they occur. The share-based compensation cost of time-based RSU and PSU grants is calculated by multiplying the grant date fair value by the number of shares granted. We recognize compensation expense over the vesting period of the award. The value of PSUs is weighted between a total shareholder return ("TSR") component and a performance metric component. PSUs with performance metric components are assessed for probability of achieving the targets at each quarterly period end. The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the stock option, expected volatility, dividend yield, and risk-free interest rate. The Company recognizes compensation expense over the vesting period of the award on a graded-scale basis. Equity compensation plans of the acquired CPA Global business are accounted for as a liability as they will be paid in cash. Changes in the fair value of these awards are recorded at the end of each reporting period. Restructuring Restructuring expense includes costs associated with involuntary termination benefits provided to employees, including the acceleration of equity based awards for severed individuals under the CPA Global Equity Plan, certain contract termination costs, and other costs associated with an exit or disposal activity. The involuntary termination benefits included within restructuring charges are recognized in accordance with ASC 420, Exit or Disposal Cost Obligations or ASC 712, Compensation – Nonretirement Postemployment Benefits, as applicable. Liabilities are recognized in accordance with ASC 420 when the programs were approved, the employees to be terminated were identified, the terms of the arrangement were established, it was determined changes to the plan were unlikely to occur and the arrangements were communicated to employees. Liabilities for nonretirement postemployment benefits that fall under ASC 712 are recognized when the severance liability was determined to be probable of being paid and reasonably estimable. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded 90 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) within Restructuring and impairment in the Consolidated Statements of Operations. See Note 25 - Restructuring and Impairment for further details. Other Operating Income (Expense), Net Other operating income (expense) consists of gains or losses related to the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity’s functional currency. The gain and loss of certain divested non-core assets and liabilities of the IP segment are included in the year ended December 31, 2020. See Note 5 - Assets Held for Sale and Divested Operations for further details. Interest Expense, Net Interest expense, net consists of interest expense related to our borrowings under the Term Loan Facility and the Notes as well as the amortization of debt issuance costs and interest related to certain derivative instruments. Foreign Currency Translation The operations of each of the Company’s entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Nonfunctional currency monetary balances are re-measured into the functional currency of the operation with any related gain or loss recorded in Selling, general and administrative costs, excluding depreciation and amortization in the accompanying Consolidated Statements of Operations. Assets and liabilities of operations outside the U.S., for which the functional currency is the local currency, are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. Legal Costs Legal costs are expensed and accrued for expected legal costs to be incurred for legal matters. Earnings Per Share The calculation of earnings per share is based on the weighted average number of ordinary shares or ordinary stock equivalents outstanding during the applicable period. The dilutive effect of ordinary stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share. Employee equity share options and similar equity instruments granted by the Company are treated as potential ordinary shares outstanding in computing diluted earnings per share. Diluted shares outstanding are calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in Ordinary shares when the award becomes deductible for tax purposes are assumed to be used to repurchase shares. Newly Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance, ASU 2016-13, related to measurement of credit losses on financial instruments which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. This new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The Company has determined that the impact of this new accounting guidance primarily affects our accounts receivable. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard had an impact of $ 10,097 on the beginning Accumulated deficit balance in the Consolidated Balance Sheets as of January 1, 2020. In April 2019 and November 2019, the FASB issued ASU 2019-05 and ASU 2019-11, respectively, effective for the same period as ASU 2016-03. These updates offered options to entities intended to bring transition relief and offered clarification on the previously issued standard, respectively. The Company's accounting for credit losses did not change as a result of these two updates. 91 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) In August 2018, the FASB issued guidance, ASU 2018-14, which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021 adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements. In August 2018, the FASB issued guidance, ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The Company prospectively adopted the standard on January 1, 2020. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements. All future capitalized implementation costs incurred related to these hosting arrangements will be recorded as a prepaid asset and as a charge to operating expenses over the expected life of the contract. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, which provides targeted improvements or clarification and correction to the ASU 2016-01 Financial Instruments Overall, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates that were previously issued. The guidance is effective upon adoption of the related standards. The Company prospectively adopted the standard on January 1, 2020. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In November 2019, the FASB issued ASU 2019-10, Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842), which provides improvements or clarification and correction to the ASU 2016-02 Leases, ASU 2016-13 Financial Instruments Credit Losses, and ASU 2017-12 Derivatives and Hedging, accounting standards updates. The guidance is effective upon adoption of the three ASUs, all of which the Company had already adopted. This standard did not have a material impact on the Company’s Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The guidance is effective for all entities for fiscal years beginning after December 15, 2020. The Company's January 1, 2021 adoption of this standard did not have a material impact on the Company's Consolidated Financial Statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities from the period March 12, 2020 through December 31, 2022. Beginning with the quarter ended September 30, 2020, the Company adopted this standard and elected the optional expedients for its interest rate swap agreements and debt agreements with reference to LIBOR. Upon meeting the specified criteria in the guidance, the Company will continue to account for its interest rate swaps in accordance with hedge accounting and will not apply modification accounting to its debt agreements. In January 2021, the FASB issued ASU 2021-01, which made clarifications relating to the previously issued Reference Rate Reform guidance effective for the same period as ASU 2020-04. This clarification did not have an effect on how the Company accounts for its interest rate swaps and debt agreements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments require that the acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company has elected to early adopt the ASU and has applied the amendments retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the 2021 fiscal year. As a result of the adoption, we have accounted for contract assets and liabilities for our 2021 acquisitions in accordance with this updated guidance. Recently Issued Accounting Standards In June 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity as a result of complexity associated with GAAP for certain financial instruments with characteristics of liabilities and 92 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) equity. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods. The Company will adopt ASU 2020-06 effective January 1, 2022, and it is expected that the adoption will not have a material impact to the Company's Consolidated Financial Statements. In April 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, which provides guidance regarding the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company will adopt ASU 2021-04 effective January 1, 2022, and it is expected that the adoption will not have a material impact to the Company's Consolidated Financial Statements. In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors – Certain Leases with Variable Lease Payments, in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company will adopt ASU 2021-05 effective January 1, 2022, and is still evaluating the impact to the Company’s Consolidated Financial Statements. There were no other new accounting standards or updates issued or effective as of December 31, 2021, that have, or are expected to have, a material impact on the Company's Consolidated Financial Statements. Note 4: Business Combinations On May 13, 2019, the Company completed the 2019 Transaction. Jersey began operations in 2016 as a provider of proprietary and comprehensive content, analytics, professional services and workflow solutions that enables users across government and academic institutions, life science companies and R&D intensive corporations to discover, protect and commercialize their innovations. Churchill was a special purpose acquisition company whose business was to effect a merger, capital stock exchange, asset acquisition, stock purchase reorganization or similar business combination. The shares and earnings per share available to holders of the Company’s ordinary shares, prior to the 2019 Transaction, have been recasted as shares reflecting the exchange ratio established in the 2019 Transaction (1.0 Jersey share to 132.13667 Clarivate shares). Pursuant to the Merger Agreement, the aggregate stock consideration issued by the Company in the 2019 Transaction was $ 3,052,500 , consisting of 305,250,000 newly issued ordinary shares of the Company valued at $ 10.00 per share, subject to certain adjustments described below. Of the $ 3,052,500 , the shareholders of Jersey prior to the closing of the 2019 Transaction (the “Company Owners”) received $ 2,175,000 in the form of 217,500,000 newly issued ordinary shares of the Company. In addition, of the $ 3,052,500 , Churchill public shareholders received $ 690,000 in the form of 68,999,999 newly issued ordinary shares of the Company. In addition, Churchill Sponsor LLC (the “sponsor”) received $ 187,500 in the form of 17,250,000 ordinary shares of the Company issued to the sponsor, and 1,500,000 additional ordinary shares of the Company were issued to certain investors. See Note 16 - Shareholders’ Equity for further information. Upon consummation of the 2019 Transaction, each outstanding share of ordinary stock of Churchill was converted into one ordinary share of the Company. At the closing of the 2019 Transaction, the Company Owners held approximately 74 % of the issued and outstanding ordinary shares of the Company and stockholders of Churchill held approximately 26 % of the issued and outstanding shares of the Company excluding the impact of (i) 52,800,000 warrants, (ii) approximately 24,806,793 compensatory options issued to the Company's management (based on number of options to purchase Jersey ordinary shares outstanding immediately prior to the 2019 Transaction, after giving effect to the exchange ratio described above) and (iii) 10,600,000 ordinary shares of Clarivate owned of record by the sponsor and available for distribution to certain individuals following the applicable lock-up and vesting restrictions. Certain restrictions were removed following the Secondary Offering on August 14, 2019. See Note 17 - Employment and Compensation Arrangements for further information. After giving effect to the satisfaction of the vesting restrictions the Company Owners held approximately 60 % of the issued and outstanding shares of the Company at the close of the 2019 Transaction. See Note 16 - Shareholders’ Equity for further information on equity instruments. Acquisition of ProQuest 93 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) On December 1, 2021, we acquired 100 % of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equityholders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $ 4,994,334 , net of $ 52,514 cash acquired. The aggregate consideration was composed of (i) $ 1,094,901 from the issuance of up to 46,910,923 ordinary shares to the Seller Group and (ii) approximately $ 3,951,947 in cash, including approximately $ 917,491 to fund the repayment of ProQuest debt. The purchase price is subject to the Seller's final approval of the Final Closing Statement. Issuance of 46,910,923 shares (1) $ 1,094,901 Cash consideration (2) 3,951,947 Total purchase price 5,046,848 Cash acquired (3) ( 52,514 ) Total purchase price, net of cash acquired $ 4,994,334 (1) Based on the Company’s closing share price of $ 23.34 on November 30, 2021. (2) Based on the Closing Statement, total cash consideration of $ 3,951,947 includes a base cash consideration of $ 3,988,000 , less working capital adjustments of $ 31,661 , less closing indebtedness adjustments of $ 36,618 , plus closing cash consideration of $ 32,225 as defined in the Transaction Agreement. (3) Cash acquired includes $ 52,514 of total cash acquired, less $ 1,957 of restricted cash acquired as defined in the Transaction Agreement. The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the year-ended December 31, 2021, total transaction costs incurred in connection with the acquisition of ProQuest were $ 62,950 . The ProQuest acquisition is reported as part of the Science Segment, see Note 22 - Segment Information for further details. The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: Year Ended December 31, 2021 Revenues, net $ 80,418 Net income attributable to the Company's shareholders $ 3,000 The purchase price allocation for the ProQuest acquisition as of the close date of December 1, 2021 is preliminary and may change upon completion of the determination of the fair value of assets acquired and liabilities assumed. For example, the attrition assumptions used in valuing the customer relationship intangible assets acquired are provisional. A 0.5 % change in the attrition assumption used would represent a material change in the purchase price allocation. The following table summarizes the preliminary purchase price allocation for this acquisition: 94 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Total Accounts receivable 113,492 Prepaid expenses 22,254 Other current assets 23,704 Property and equipment, net 62,307 Other intangible assets (2) 3,534,742 Other non-current assets 17,955 Deferred income taxes 3,512 Operating lease right-of-use assets 28,429 Total assets $ 3,806,395 Accounts payable 17,100 Accrued expenses and other current liabilities 136,811 Current portion of long-term debt 1,072 Current portion of deferred revenue 335,234 Current portion of operating lease liabilities 7,960 Long-term debt 33,362 Deferred income taxes 58,605 Non-current portion of deferred revenue 6,799 Other non-current liabilities 89,217 Operating lease liabilities 23,085 Total liabilities 709,245 Fair value of acquired identifiable assets and liabilities $ 3,097,150 Purchase price, net of cash (1) $ 4,994,334 Less: Fair value of acquired identifiable assets and liabilities 3,097,150 Goodwill $ 1,897,184 (1) The Company acquired cash of $ 52,514 , including $ 1,957 of restricted cash to fund bank guarantees (contract performance guarantees, rental guarantees, and bid bonds) assumed in the ProQuest acquisition. (2) Of the $ 3,534,742 , $ 3,528,000 relates to the valued intangible assets as per the purchase price allocation and $ 6,742 relates to acquired assets under construction. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest's identifiable intangible assets acquired and their remaining amortization period (in years): Fair Value as of December 1, 2021 Remaining Range of Years Customer relationships $ 2,773,000 17 - 23 Technology & databases (1) 709,300 5 - 17 Trade names 45,700 2 - 10 Total identifiable intangible assets $ 3,528,000 (1) Technology and databases intangible assets include both acquired technology intangible assets and acquired databases intangible assets. Unaudited pro forma information for the Company for the periods presented as if the acquisition had occurred January 1, 2020 is as follows: 95 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Year ended December 31, 2021 2020 Pro forma revenues, net $ 2,702,984 $ 2,116,947 Pro forma net loss attributable to the Company's shareholders $ ( 175,418 ) $ ( 545,512 ) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of ProQuest. The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and the additional Company borrowings in conjunction with the acquisition, (iii) acquisition-related transaction costs which reduced expenses by $ 62,950 for the year ended December 31, 2021, and (iv) other one-time non-recurring costs related to undrawn bridge commitment fees which reduced expenses by $ 55,000 for the year ended December 31, 2021. Acquisition of CPA Global On October 1, 2020, we acquired 100 % of the assets, liabilities and equity interests of CPA Global, a global leader in intellectual property software and tech-enabled services from Redtop Holdings Limited ("Redtop"). The acquisition helps Clarivate create a true end-to-end platform supporting the full IP lifecycle from idea generation to commercialization and protection. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $ 8,540,886 , net of $ 102,675 cash acquired and including an equity holdback consideration of $ 46,485 . The aggregate consideration was composed of (i) $ 6,565,477 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35 % pro forma fully diluted ownership of Clarivate and (ii) approximately $ 2,078,084 in cash to fund the repayment of CPA Global's parent company outstanding debt of $ 2,055,822 and related interest swap termination fee of $ 22,262 . Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 210,357,918 ordinary shares as of October 1, 2020. There were 6,325,860 shares that were issued to Leonard Green & Partners, L.P. that were returned to Clarivate to fund an Employee Benefit Trust established for the CPA Global Phantom Equity Plan. Accordingly, these shares were excluded from purchase price consideration. During January 2021, the Company issued the remaining 1,500,000 ordinary shares to Redtop Holdings Limited pursuant to a hold-back clause within the purchase agreement. Issuance of 210,357,918 shares $ 6,565,477 Cash paid for repayment of CPA Global's parent company debt and related interest rate swap termination charge 2,078,084 Total purchase price 8,643,561 Cash acquired ( 102,675 ) Total purchase price, net of cash acquired $ 8,540,886 The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is deductible for tax purposes. During the year ended December 31, 2021, total transaction costs incurred in connection with the acquisition of CPA Global were $ 23 . Total transaction costs during the year ended December 31, 2020 were $ 37,164 . The amount of Revenues, net and Net loss resulting from the acquisition that are attributable to the Company's stockholders and included in the Consolidated Statements of Operations and Comprehensive Loss were as follows: 96 Table of Contents CLARIVATE PLC Notes to the Consolidated Financial Statements (In thousands, except share and per share data, option prices, ratios or as noted) Year ended December 31, 2021 2020 Revenues, net (1) $ 631,365 $ 157,504 Net loss attributable to the Company's stockholders $ ( 54,032 ) $ ( 39,985 ) (1) Includes $ 3,863 and $ 15,297 of a deferred revenue adjustment recognized during the year ended December 31, 2021 and 2020, respectively. The purchase price allocation for the CPA Global acquisition as of the close date of October 1, 2020 is final. The following table summarizes the final purchase price allocation for this acquisition: Total Accounts receivable $ 380,259 Prepaid expenses 27,437 Other current assets 38,784 Property and equipment, net 13,290 Other intangible assets 4,920,317 Deferred income taxes 19,310 Other non-current assets 8,403 Operating lease right-of-use assets 30,649 Total assets $ 5,438,449 Accounts payable 53,791 Accrued expenses and other current liabilities 284,353 Current portion of deferred revenue 181,365 Current portion of operating lease liabilities 7,738 Non-current portion of deferred revenue 16,771 Deferred income taxes 291,869 Other non-current liabilities 24,307 Operating lease liabilities 23,615 Total liabilities 883,809 Fair value of acquired identifiable assets and liabilities $ 4,554,640 Purchase price, net of cash (1) $ 8,540,886 Less: Fair value of acquired identifiable assets and liabilities 4,554,640 Goodwill (2) $ 3,986,246 (1) The Company acquired cash of $ 102,675 including $ 3,400 of restricted cash to fund fixed cash awards and certain taxes related to the phantom equity compensation plan as part of CPA Global acquisition accounting. (2) Includes $942,201 of buyer-specific synergy goodwill that was allocated to the Clarivate legacy reporting units expected to benefit from the acquisition. During the year ended December 31, 2021, the Company recorded measuremen