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Item 1. Business

2023-03-01 compared with 2022-03-10 · 227 added, 214 removed, 280 unchanged (61% of the section changed)

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.

Clarivate is a leading global information, analytics and workflow solutions company.

We connect people and organizations to intelligence they can trust to transform their perspective, their work and our world.

Our subscription and technology-based solutions cover the areas of Academia & Government, Life Sciences & Healthcare, and Intellectual Property (including Professional Services, Consumer Goods, Manufacturing & Technology).

Our transformative intelligence connects enriched data, insights, analytics and workflow solutions, infused with deep domain expertise across the spectrum of knowledge, research and innovation.

Our product portfolio includes well-established, market-leading brands and products such as Web of Science™, Derwent™, Cortellis™, CompuMark™, Innography™, ProQuest™, ExLibris™ and Innovative.

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.

As of December 31, 2022, we have served over 50,000 customers in approximately 180 countries, including the top 30 pharmaceutical companies and top 20 biotech and medtech 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.

Corporations, government agencies, universities, researchers, libraries, law firms and other professional services organizations around the world depend on our high-value, curated information, analytics and services.

Today’s organizations face unprecedented uncertainty fueled by a global pandemic, economic turmoil, societal disruption and rapidly advancing technologies.

As a result, competitive landscapes shift constantly, and opportunities can appear in unexpected places.

At Clarivate, we help move people and organizations forward to success.

By bringing clarity to some of the world's most complex problems, we give our customers the confidence to make critical decisions, navigate roadblocks and achieve their potential.

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.

This provides the trusted foundation our customers need to redefine their perspective and positively impact their world.

For the year ended December 31, 2022, we generated approximately $2,659.8 of revenues.

We generated recurring revenues through our subscription-based model and re-occurring revenue transactions, which accounted for 77.5% of our revenues for the year ended December 31, 2022.

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:

In each of the past three years, we have also achieved annual renewal rates in excess of 90% and our ten largest customers represented only 7% of revenues for the year ended December 31, 2022.

(For information on annual renewal rates, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Indicators - Annual Renewal Rates).

The following charts illustrate our revenues for the year ended December 31, 2022, by segment, 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.

Our reportable segment structure is comprised of three segments:

Academia and Government ("A&G"), Life Sciences and Healthcare ("LS&H"), 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 19 to the Consolidated Financial Statements - Segment Information.

Science Segment (48% of revenues for the year ended December 31, 2021)

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

A&G Segment (48% of revenues for the year ended December 31, 2022)

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

Our product portfolio for our A&G segment is summarized below.

Academia & Government

Segment Description Provides products and services to organizations that plan, fund, implement and utilize education and research at a global, national, institutional, and individual level

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™

ProQuest Central and eBook Central Cortellis Competitive Intelligence

ProQuest Central™ and eBook Central™

Our A&G segment supports academic institutions on their quest to build a better world by connecting students, faculty and staff to transformative intelligence and trusted content that drive research excellence and success.

99% of the world’s top 400 universities rely on Clarivate solutions.

By providing analytics and content unrivaled in breadth, depth and quality alongside powerful workflow tools, we enable institutions to accelerate research from discovery to dissemination, empower student achievement in all learning environments and demonstrate outcomes that foster public trust.

We provide comprehensive, aggregated content collections to academic and public libraries in a cost-effective manner and provide them with workflow solutions to manage their resources.

We also provide data and analytics to allow for global measures of research excellence and university rankings;

we support governments and policy makers worldwide in evaluation and assessment programs;

and we inform a wide range of sector specific consultation and reporting activities to national and institutional research agencies.

We believe that the high quality and unique nature of A&G'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 education and research community.

Key products include Web of Science, InCites, ProQuest One, Alma, EndNote, ScholarOne, Esploro, Converis, Pivot, Polaris, eBook Central and Vega.

Web of Science (“WOS”), a flagship A&G product, has a long standing and trusted reputation as a source for research information and as such holds a unique and pivotal role in the infrastructure of R&D.

It is a research platform that provides access to an unrivaled breadth of the world’s leading scholarly literature which has been rigorously selected from across the natural sciences, social sciences, and arts and humanities.

It also reveals meaningful connections - between past and current research, between collaborators, between funding and research impact in order to uniquely discover new intelligence.

A key indicator is the Journal Impact Factor (JIF)™ - a widely used and well-established metric used by researchers, funding agencies, publishers and institutions to help evaluate the relative importance and impact of the landscape of scientific journals by field of research across the whole of the Web of Science core collection.

Example Use Cases

• A library, university, or research institution looking to improve the quality or scope of its content, discovery solutions, or related software applications can use Alma, ProQuest Central, and eBook Central to manage their collections and provide their users with access to high-value structured content.

• A physics professor planning a research program and preparing a proposal for grant funding could utilize the Web

of Science in many ways:

to reveal emerging research trends by discipline and gaps in the current literature where further research is needed, understand the competitive landscape and to identify potential collaborators.

Research funders use its analytical capabilities to help expand their view of a researcher’s expertise and career when evaluating a grant proposal.

• A university provost interested in evaluating the chemistry department at her institution can use the Web of Science and its associated analytical tool InCites to measure research performance of the team and individuals using indicators of impact and collaboration;

benchmark the strength of the university’s research output comparative to other global institutions;

evaluate faculty productivity to assist in making decisions on promotion, tenure and hiring and inform strategic planning and resource allocation.

LS&H Segment (17% of revenues for the year ended December 31, 2022)

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

The combined effect of our comprehensive intelligence, data technology, and expertise give our customer contextualized insight to lead in environments which are constantly evolving.

Our product portfolio for our LS&H segment is summarized below.

Life Sciences & Healthcare

Segment Description Empowering life sciences and healthcare organizations to create a healthier tomorrow

Curated Information Set 89,000 + drug program records, 549,000 clinical trial records, 300 million longitudinally covered lives

Customers Trusted by the top 30 pharmaceutical companies and hundreds of research groups

Notable Products and Offerings 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.

• 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.

Cortellis Generics Intelligence™

Real World Data

Drug Safety Triager™

Healthcare and Data Solutions

Cortellis™, a flagship LS&H 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.

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As of December 31, 2022, our data included more than 89,000 drug program records and more than 549,000 clinical trial records.

Our Real World Data product includes more than 300 million longitudinally covered lives, 2 million healthcare providers and 98% of payers in the United States, with visibility into more than 120 million linked claims and electronic health records.

Specialty pharmacy claims data covers more than 500 specialty drugs, broadening our existing coverage of high-cost medications and providing valuable insights into the patient’s treatment journey in chronic, complex, and rare diseases.

Specialty pharmacy claims data is linked using anonymized patient tokens to claims and electronic health records, allowing a holistic analysis of complex clinical profiles, reducing the need for additional data mapping or processing.

Our data analysts, therapy experts and project managers are committed to providing custom views and accurate insights from real world data to answer life science teams' hardest questions.

Healthcare and Data Solutions ("HDS") is a portfolio of LS&H offerings that primarily include the legacy Decision Resources Group ("DRG") solutions which provide healthcare analytics, data and insight products and services to the

world’s leading pharmaceutical, biotech and medical technology companies.

Subject matter experts in epidemiology, oncology, pharmacy benefit managers, medtech and revenue cycle generate products and services used by commercial, business development and business intelligence, medical science liaisons, consulting and investment companies to understand market share, market value and identify access, launch and commercialization opportunities.

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.

• An analyst at a pharmaceutical firm seeking to benchmark forecasts using data on the total potential and addressable market will utilize real world data to corroborate forecasts and validate investments using bottom-up forecasting.

• An analyst at a pharmaceutical company responsible for commercializing drugs or devices uses HDS products to understand treatment pathways, analyze markets, and determine which payers, providers, or patients to target.

IP Segment (35% of revenues for the year ended December 31, 2022)

Our IP segment consists of our Patent Intelligence, Brand IP Intelligence, and IP Lifecycle Management product groups, which enable customers to establish, protect and manage their intellectual property and inform critical business decisions while also mitigating risk and improving efficiencies.

Our product portfolio for our Intellectual Property segment is summarized below.

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

Intellectual Property

Segment Description Accelerating informed decision-making for patents, building and protecting strong brands and effectively managing IP and collaborating with networks

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

180+ patent and trademark offices;

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

Customers Used by 50+ patent offices, large R&D organizations of Fortune 1000 companies and various universities ( including 47 out of 50 top R&D spenders globally);

65 industrial databases, 70 Pharma in-use databases;

12,000 direct and indirect customers

Notable Products and Offerings Derwent™

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.

Compumark Watch™

SAEGIS Custom Search™

Foreign Filing

Patent Search Services

Asset Management and Workflow Solutions

Patent Intelligence Group

Our Patent Intelligence product group 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.

Derwent, a flagship Patent Intelligence 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 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, 2022.

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• 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.

Brand IP Intelligence Product Group

Our Brand IP Intelligence product group 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,

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.

Coupled with industry specific sources, including over 65 industrial design databases and 70 Pharma in-use databases, as of December 31, 2022, CompuMark delivers the most comprehensive data set available for trademark professionals.

Key products include trademark screening, trademark searching and trademark watching.

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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.

IP Lifecycle Management Product Group

Our IP Lifecycle Management product group provides technology solutions and legal support services across the intellectual property lifecycle.

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.

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• A law firm partnership uses the technology solutions to provide renewal and validation of IP rights on behalf of a customer.

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.

Focusing on our core capabilities and the greatest opportunities for growth.

Simplifying our organization and processes.

The focus on two segments is the driver for streamlining our operations.

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.

The Clarivate management team has implemented a strategy designed to deliver a best-in-class experience for our customers at every touchpoint while delivering exceptional outcomes for our colleagues, communities, shareholders and the environment.

Our strategy is based on five priority pillars:

Execute an industry-focused and customer-centric go-to-market model to realize our full business value.

Leverage interconnected data for customer personas via accessible solutions and software-enabled content.

Deliver data insights and predictive analytics to unleash innovation.

Enable business processes and decision support through essential workflow solutions.

Serve as a trusted partner, offering value-add services and strategic guidance.

This strategy will help us operate with greater focus and urgency.

It will ensure that we put our customers first, drive accountability throughout the organization, accelerate decision-making, and promote consistency.

These pillars 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, 2022 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)

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.

Year Ended December 31, Change

2022 2021 $ %

Revenues, net $ 2,659.8 $ 1,876.9 $ 782.9 41.7 %

Annualized Contract Value (ACV) (1)

$ 1,581.9 $ 1,611.8 $ (29.9) (1.9) %

Net income (loss) attributable to ordinary shares $ (4,035.6) $ (312.0) $ (3,723.6) N/M

Adjusted EBITDA (2)

$ 1,112.7 $ 800.4 $ 312.3 39.0 %

Net cash provided by operating activities $ 509.3 $ 323.8 $ 185.5 57.3 %

Free cash flow (2)

$ 306.4 $ 205.2 $ 101.2 49.3 %

Adjusted free cash flow (2)

$ 521.8 $ 459.4 $ 62.4 13.6 %

(1) ACV 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, 2022, as compared to December 31, 2021.

For information on ACV, see Item 7.

The change in ACV is primarily due to the acquisition of ProQuest in December 2021 and the disposition of MarkMonitor in October 2022, supplemented by organic ACV growth of 2.6%.

For more 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.

(2) 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

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.

We have implemented several initiatives to drive our growth strategy through continued operational optimization.

To grow, we will continue to evolve from a data-centric solutions provider to an insights-driven strategic partner for our customers.

Some examples include:

• achieving scale across core markets by bringing together our assets, enabling segment specific use cases across the innovation cycle.

Our shared content, technology and commercial channels will enable this throughout our core markets, powering innovation and funding to research, development and commercialization;

• accelerating the capture of whitespace market opportunities through an emphasis on expanding our serviceable addressable market especially in high performing areas of the business;

• replacing our legacy product-aligned go-to market structure with a customer-centric go-to-market model;

• focusing on the delivery of integrated solution sets that address the needs of multiple customer personas;

• enhancing our products and services by developing solutions that will deliver transformative intelligence to our customers addressing use cases across the innovation life cycle while leveraging our best-in-class data assets;

• creating essential workflow platforms that embed our solutions within;

• expanding upon our current position as an expert in core capabilities to a value-add services partner providing strategic guidance and deep domain expertise.

We will continue to realize the benefits of our cost-saving and margin improvement initiatives designed to generate substantial incremental cash flow.

Some examples include:

• decreasing costs by simplifying organizational structures and rationalizing general and administrative functions to enhance a customer-centric focus;

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• 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;

• divesting non-core assets.

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• developing new value-added products and services;

• delivering an enhanced customer experience through ongoing renovations to our products’ user interface and user experience;

• delivering an enhanced customer experience through ongoing modernization to our products’ user interface and user experience;

• offering additional analytics that enhance existing products and services;

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• 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;

• broadening our consulting capabilities, in particular in the A&G and LS&H segments, 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;

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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.

Our completed acquisitions include Publons, Kopernio, Decision Resources Group, Bioinfogate, ProQuest, and Patient Connect within the A&G and LS&H segments 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.

Additionally, we divested lower margin, non-core business and products lines such as MarkMonitor Domain Management and Techstreet.

During the next several years we anticipate 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.

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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.

In addition to creating greater demand for our services, rapid innovation within our customers’ businesses has created new use cases for our products and services.

We have a significant addressable opportunity of over $100 billion which represents the total addressable market across our segments that have a need for data and analytical services.

Customers of data and analytics products continue to approach complex business decisions in new ways.

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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.

We offer a collection of high-quality, market-leading information and insights products and solutions serving the Academia & Government, Life Sciences & Healthcare, and Intellectual Property customer segments.

Through our products and services, we address the large and growing demand from corporations, government agencies, universities, researchers, libraries, 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 groups 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

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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.

Our content curation and editorial teams include approximately 1,800 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.

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.

For the year ended December 31, 2022, approximately 61% and 17% of revenues were generated through annual or multi-year subscription agreements and re-occurring transactional agreements, respectively.

In addition, we have been able to achieve annual revenues renewal rates in excess of 90% over the past three years.

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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.

We serve a large, diverse and global customer base, and as of December 31, 2022, we have served over 50,000 customers in approximately 180 countries, including the top 30 pharmaceutical companies.

Our 10 largest customers represented only 7% of revenues for the year ended December 31, 2022.

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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%.

We believe our high annual renewal rates and 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 renewal rates in excess of 90%.

In addition, our diverse global footprint reduces our exposure to national and regional economic downturns.

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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.

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.

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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,

innovations and brands.

Since Thomson Reuters acquired DWPI and ISI, the business now known as Clarivate has emerged as a 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 transformative intelligence that connect enriched data, insights, analytics and workflows, infused with deep domain expertise across the spectrum of knowledge, research and innovation.

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;

• 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.

The first transformative event occurred in October 2016, when private equity firms acquired subsidiaries and assets comprising the intellectual property and science business of Thomson Reuters and formed Clarivate.

The second transformative event occurred in January 2019, when Churchill Capital Corp, a special purpose acquisition company, 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.

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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 $5,002.3, net of $52.5 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 aggregate consideration was composed of (i) $1,094.9 from the issuance of up to 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in cash, including approximately $917.5 to fund the repayment of ProQuest debt.

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 12 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 14 of the Notes to Consolidated Financial Statements).

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The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,540.9, net of $102.7 cash acquired, including an equity hold back consideration of $46.5, 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.

The aggregate consideration was composed of (i) $6,565.5 from the issuance of up to 218.2 million 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 $2,078.1 in cash to fund the repayment of CPA Global's parent company outstanding debt of $2,055.8 and related interest swap termination fee of $22.3.

Of the 218.3 million ordinary shares issuable in the acquisition, Clarivate issued 210.4 million ordinary shares as of October 1, 2020.

There were 6.3 million 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.

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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.

The acquisition helps us expand our core businesses and provides us with the potential to grow in the LS&H segment.

The aggregate consideration paid in connection with the closing of the DRG acquisition was $965.0, composed of $900.0 of base cash plus $6.1 of adjusted closing cash paid on the closing date and up to 2.9 million of the Company's ordinary shares valued at $58.9 on the closing date.

The contingent stock consideration was revalued at each period end until its issuance to PEL in March 2021 for a total of $61.6.

Disposition of MarkMonitor Domain Management

On October 31, 2022, the Company completed the sale of the MarkMonitor Domain Management business within the IP segment to Newfold Digital, a leading web presence solutions provider, for a total purchase price of $296.1.

A gain of $278.5 was recognized in the Consolidated Statements of Operations within Other operating (income) expense, net during the year ended December 31, 2022.

Disposition of Techstreet

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A gain of $28.1 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.

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.

We serve a large, diverse and global customer base and, as of December 31, 2022, we have 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 7%, 9% and 6% of revenues for the years ended December 31, 2022, 2021 and 2020, respectively.

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• 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);

Norstella (Evaluate, Citeline, MMIT, Panalgo, The Dedham Group), Global Data (Global Data Pharmaceuticals), Informa (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);

• 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.

Content Aggregation:

EBSCO, Gale, Wolters Kluwer (Ovid);

Integrated Library Systems:

EBSCO (FOLIO), OCLC, SirsiDynix

Sources of Data

The data supporting our products and services is sourced principally through two different types of arrangements.

The data supporting our products and services is sourced principally through three 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.

Third, we pay royalties for data licensed to us from third-party data aggregators under licensing arrangements that reflect prevailing market pricing for the data elements licensed.

Our information technology systems are fundamental to our success.

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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

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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.

We have completed three significant acquisitions in 2021 and 2020 including ProQuest and DRG, expanding our A&G and LS&H product offerings, and CPA Global, broadening our IP product offerings.

During the past five years, we have also 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 groups.

This includes, for example, Connect from CPA Global.

These acquisitions are fully integrated into our platform, and we believe they have already provided additional value to our customers.

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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.

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.

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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.

Sales representatives 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 sales representative compensation is tied to revenues retention.

We believe our sales teams' product knowledge and local presence differentiate us from our competition.

In addition, we employ product specialists who are subject-matter experts and work with sales representative's on specific opportunities for their assigned products.

Both sales representatives 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.

As of December 31, 2022, we had approximately 11,600 full-time employees and approximately 200 part-time employees supporting our business operations, located in 42 countries around the world.

Of our total employees, approximately 3,100 are located in the Americas, 5,500 in APAC and 3,200 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

works councils applies for certain of our non-U.S.

however, customary representation by unions and works councils applies for certain of our non-U.S.

We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.

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• Military Veterans at Clarivate , supporting members with military backgrounds, including military family members and supporters;

• Limitless , supporting colleagues and/or relatives, with functional diversity, or disabilities;

• Clarivate Volunteer Network , to explore and promote the benefits of volunteering and reach our Sustainability goals;

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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.

The Company fosters a values-led culture that begins with our 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 survey remained consistent with prior year with a score of 74 (out of 100) in October 2022.

We provide a variety of benefits to promote retention and growth of our employees.

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• Provide access to science-based tools and technologies to help colleagues better navigate the digital workplace while balancing needs at home;

• 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;

• Launched a financial hardship assistance program in response to COVID-19 which delivered funding to help colleagues and their families.

• Leverage proven techniques to enhance mindfulness, stress management, emotional intelligence, resilience, quality

of sleep, performance and more.

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.

Clarivate recognized that sustainability and ESG are critical to the Company’s current and future success and launched our formal ESG commitment in 2020.

In 2021, we issued our inaugural sustainability report, landing in the 76 percentile (51/100 points) in the S&P Global Corporate Sustainability Assessment (CSA).

In 2022 Clarivate became the most improved organization under S&P Global CSA Professional Services industry (PRO) for the period 2020-2022 by improving the score from 11/100 to 56/100 points (90th percentile).

We approach sustainability holistically across all ESG dimensions, in support of United Nations Sustainable Development Goals and aligned with both the United Nations Global Compact Global Reporting Initiative (GRI) and SASB.

It remains at the center of our virtuous circle, and we aspire to make it part of everything we do.

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.

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.

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.

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.

We are progressing at a rapid pace since launching our ESG journey, with ambitious goals to be listed on the DJSI and become Net-zero for all known and measurable emissions before the end of 2040.

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 to SDGs 3, 4, 9, and 12.

Internally, we are focused on impacting responsible business practices that address SDGs 3, 4, 8, 9, 10, 12, 13, 16 and 17.

Environment :

We continue to work to minimize our environmental impacts worldwide.

We launched our global e-waste program and published environmental metrics for 75%+ of facilities in 2022 enabling us to report into the Carbon Disclosure Project (CDP) for the second time.

We have been evaluating our supply chain against ESG performance for the last two years and have improved year over year.

We are making great strides in our Climate Transition planning and have enhanced our ability to capture, track, and minimize our carbon footprint -- in alignment with SDG 13.

In addition, we committed to set Science-Based Targets by the end of 2024 and signed as supporters to the Task Force on Climate-related Financial Disclosures (TCFD).

Our social efforts are primarily focused on our colleagues and the communities in which we operate around the world.

In our 2021 sustainability report, we highlighted many human capital metrics for the first time.

We continue to build capabilities to enhance our management of people metrics to advance our Inclusion and Diversity efforts and support reducing inequalities to align with SDG 10.

We participated for the second time in the Corporate Equality Index which helps us focus on improvement and inform our Inclusion and Diversity strategy.

We have seven global colleague resource groups (CRGs) with over 50 local chapters.

We have 30 local sustainability teams who work with our Site Leaders programs to organize colleague events and community actions, delivering measurable impact.

In 2022, we surpassed our volunteering goal, delivering over 23,000 hours of volunteering to help communities around the world.

In addition, we launched a global volunteer recognition program to continue to build meaningful strategic partnerships that strengthen our engagement opportunities, drive community impact and advance all 17 SDGs.

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, the UN SDG and Climate Ambition programs.

Our Board of Directors continues to play an essential role providing oversight and guidance as ESG issues are prioritized.

In 2021, Sustainability officially became part of the Board Committee.

In addition, we published a Board Diversity statement, a UN Global Compact Communication on Progress and an updated Modern Slavery statement.

The company achieved ISO 27001 in recognition of the critical importance of information security.

Sustainability is at the heart of our virtuous circle at Clarivate.

We are committed to continuous advancement and embedding it into our culture and long-term corporate strategy.

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.

As a result, we experience cash flow seasonality throughout the year.

Regulatory Environment

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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.

Risk Factors for more information about the impact of government regulation on our company.

Risk Factors for more information about the impact of government regulations on our company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business